AGREEMENT AND PLAN OF MERGER by and among ACTAVIS PLC, AVOCADO ACQUISITION INC. and ALLERGAN, INC. dated as of November 16, 2014Agreement and Plan of Merger • November 18th, 2014 • Warner Chilcott LTD • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated November 16, 2014, is by and among Actavis plc, a company incorporated under the laws of Ireland (“Parent”), Avocado Acquisition Inc. a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Allergan, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2015 • Warner Chilcott LTD • Pharmaceutical preparations • Delaware
This Indemnification Agreement, dated as of March 17, 2015, is made by and between Actavis W.C. Holding Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).
DEED OF INDEMNIFICATIONDeed of Indemnification • March 18th, 2015 • Warner Chilcott LTD • Pharmaceutical preparations
This Deed of Indemnification, dated as of March 17, 2015, is made by and between Actavis plc, an Irish public limited company (the “Company”), and [—] (“Indemnitee”).
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • August 6th, 2015 • Warner Chilcott LTD • Pharmaceutical preparations • New York
This Master Purchase Agreement (this “Agreement”), dated as of July 26, 2015, is entered into by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (“Buyer Parent”) and Allergan plc, a public company limited by shares organized under the laws of Ireland (“Seller Parent”). Seller Parent and the Controlled Affiliates of Seller Parent that are party to any Ancillary Agreement are referred to in this Agreement each as a “Seller” and collectively as “Sellers.” Sellers and Buyer Parent sometimes are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
ACTAVIS CASH BRIDGE LOAN CREDIT AND GUARANTY AGREEMENT dated as of March 11, 2015, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as a Borrower, ACTAVIS, INC., as a Borrower, ACTAVIS...Assignment and Assumption • March 13th, 2015 • Warner Chilcott LTD • Pharmaceutical preparations • New York
This ACTAVIS CASH BRIDGE LOAN CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 11, 2015, among ACTAVIS PLC, a public limited company incorporated under the laws of Ireland, WARNER CHILCOTT LIMITED, a Bermuda exempted company, ACTAVIS CAPITAL S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 178.410 with a share capital of $367,384, ACTAVIS, INC., a Nevada corporation, ACTAVIS FUNDING SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • February 18th, 2020 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Sales, LLC, a Delaware limited liability company (the “Company”), as successor in interest to Forest Laboratories, LLC, Allergan plc, an Irish public limited company and indirect parent of the Company, as guarantor (the “Parent Guarantor”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 18th, 2020 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan, Inc., a Delaware corporation (the “Company”), Allergan plc, an Irish public limited company (“Allergan”), and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a “Guarantor” and together, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
Paul M. Bisaro c/o Actavis, Inc. Morris Corporate Center III 400 Interpace Parkway Parsippany, New Jersey 07054 Dear Mr. Bisaro: Actavis, Inc., a Nevada corporation (the “Company”) and a wholly‑owned subsidiary of Allergan plc, an Irish public limited...Warner Chilcott LTD • August 6th, 2015 • Pharmaceutical preparations • New Jersey
This Agreement supersedes the Amended and Restated Employment Agreement entered into by and between Watson Pharmaceuticals, Inc. and yourself on November 12, 2012 (the “Prior Agreement”) and the 2014 Agreement, both of which shall no longer be effective by mutual consent of the Company and yourself. Notwithstanding the preceding sentence, any equity‑based awards granted to you while the Prior Agreement was in effect shall continue to vest in accordance with their respective award agreements. The retention bonuses granted to you on November 7, 2013 shall also continue to vest pursuant to the terms contained in the retention bonus offer, and are unaffected by this Agreement.
ACTAVIS PLC 4,600,000 5.500% Mandatory Convertible Preferred Shares, Series A Underwriting AgreementWarner Chilcott LTD • March 2nd, 2015 • Pharmaceutical preparations • New York
Actavis plc, a public limited company organized under the laws of Ireland (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,600,000 shares of 5.500% Mandatory Convertible Preferred Shares, Series A (the “Preferred Shares”), par value $0.0001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 460,000 Preferred Shares of the Company (the “Option Shares”) solely to cover over-allotments. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Preferred Shares will be convertible into a variable number of ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares). Such Ordinary Shares into which the Shares are convertible are hereinafter referred to as the “Conversio
ContractSupplemental Indenture • April 22nd, 2015 • Warner Chilcott LTD • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the “Company”), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a “Guarantor” and together, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 12th, 2015 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2015 (this “Supplemental Indenture”), is between Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg registered with the Luxembourg Register of Commerce and Companies under number B187.310, having a share capital of $20,000 (the “Company”), the Guarantors (as defined in the Base Indenture (as defined below)) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
A Long Term Incentive AwardAward Agreement • May 9th, 2017 • Warner Chilcott LTD • Pharmaceutical preparations
You will be deemed to have accepted this Restricted Stock Unit award and agreed to be bound by the terms and conditions of the Notice of Grant, the Restricted Stock Unit Agreement and the Plan (as defined in such Notice) unless you inform the Company in writing that you wish to decline the Restricted Stock Unit award.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 18th, 2020 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue Joseph Hackin, L-1746 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B187.310 (the “Company”), the Guarantors (as defined in the Indenture (as defined below)) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
ACTAVIS FUNDING SCS AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of , 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • February 19th, 2015 • Warner Chilcott LTD • Pharmaceutical preparations • New York
INDENTURE dated as of , 2015, among Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B187.310, having a share capital of $20,000 (the “Company”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
CONSULTING AGREEMENTConsulting Agreement • February 16th, 2018 • Warner Chilcott LTD • Pharmaceutical preparations • New Jersey
This Consulting Agreement is entered into as of February 6, 2018 (this “Agreement”) by and between Allergan plc (the “Company”), and Maria Teresa Hilado (the “Consultant” and, together with the Company, the “Parties”).
THIRD AMENDMENT AGREEMENT dated as of December 17, 2014 (this “Amendment Agreement”), relating to the Second Amended and Restated Actavis Term Loan Credit and Guaranty Agreement, dated as of March 31, 2014 (the “Existing Actavis Term Credit...Credit and Guaranty Agreement • December 22nd, 2014 • Warner Chilcott LTD • Pharmaceutical preparations • New York
This THIRD AMENDED AND RESTATED ACTAVIS TERM LOAN CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 17, 2014, among ACTAVIS PLC, a public limited company incorporated under the laws of Ireland, WARNER CHILCOTT LIMITED, a Bermuda exempted company, ACTAVIS CAPITAL S.À R.L. (f/k/a ACTAVIS WC HOLDING S.À R.L.), a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 178.410 with a share capital of $367,384, ACTAVIS, INC., a Nevada corporation, ACTAVIS FUNDING SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, registered wi
SIXTH SUPPLEMENTAL INDENTURESixth Supplemental Indenture • February 18th, 2020 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Finance, LLC, a Nevada limited liability company (the “Company”), Allergan plc, an Irish public limited company (“Allergan”), and Warner Chilcott Limited, a Bermuda exempted company (“Warner Chilcott” and, together with Allergan, the “Guarantors”), each an indirect parent of the Company, and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 26th, 2017 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 26, 2017 (this “Supplemental Indenture”), is between Allergan Funding SCS (formerly known as Actavis Funding SCS), a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg registered with the Luxembourg Register of Commerce and Companies under number B187.310 (the “Company”), the Guarantors (as defined in the Base Indenture (as defined below)) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • February 18th, 2020 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2019 (this “Supplemental Indenture”), is by and among Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue Joseph Hackin, L-1746 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B187.310 (the “Company”), the Guarantors (as defined in the Base Indenture (as defined below)) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • November 15th, 2018 • Warner Chilcott LTD • Pharmaceutical preparations • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of November 15, 2018 (this “Supplemental Indenture”), is between Allergan Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg registered with the Luxembourg Register of Commerce and Companies under number B187.310 (the “Company”), the Guarantors (as defined in the Base Indenture (as defined below)) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
ContractFirst Supplemental Indenture • April 22nd, 2015 • Warner Chilcott LTD • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 16, 2015, among Allergan, Inc., a corporation existing under the laws of the State of Delaware (the “Company”), Actavis plc, a public limited company incorporated under the laws of Ireland and Warner Chilcott Limited, a Bermuda exempted company, each an indirect parent of the Company (each, a “Guarantor” and together, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”).
ACTAVIS, INC., as Company, ACTAVIS PLC, as Existing Guarantor, WARNER CHILCOTT LIMITED, as New Guarantor, and Wells Fargo Bank, National Association, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of April 16, 2015 to the Indenture dated as of...Warner Chilcott LTD • April 22nd, 2015 • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of April 16, 2015, among ACTAVIS, INC., formerly known as WATSON PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), ACTAVIS PLC, a public limited company incorporated under the laws of Ireland (the “Existing Guarantor”), WARNER CHILCOTT LIMITED, a Bermuda exempted Company (the “New Guarantor” and, together with the Existing Guarantor, the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 3rd, 2018 • Warner Chilcott LTD • Pharmaceutical preparations • New Jersey
This Separation Agreement and Release (the “Agreement”) is entered into between Robert Alan Stewart (“Executive”) and Allergan, Inc. (“Allergan”) on its own behalf and on behalf of its parent companies, subsidiaries, affiliates, predecessors and successors, and the affiliates, predecessors and successors of such entities (specifically including, but not limited to, Allergan plc; Allergan USA, Inc.; and Allergan Holdco US, Inc.) (Allergan and all such other entities are referred to collectively as the “Company”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 16th, 2018 • Warner Chilcott LTD • Pharmaceutical preparations • New Jersey
This Separation Agreement and Release (the “Agreement”) is entered into between Maria Teresa Hilado (“Executive”) and Allergan, Inc. (“Allergan”) on its own behalf and on behalf of its parent companies, subsidiaries, affiliates, predecessors and successors, and the affiliates, predecessors and successors of such entities (specifically including, but not limited to, Allergan plc; Allergan USA, Inc.; and Allergan Holdco US, Inc.) (Allergan and all such other entities are referred to collectively as the “Company”). This Agreement will not become effective and irrevocably binding until it has been fully executed by both parties and until seven (7) days have passed from the date on which this Agreement is signed by Executive during which time Executive has not revoked this Agreement (the “Effective Date of this Agreement”).
ACTAVIS REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014, among ACTAVIS PLC, as Ultimate Parent, WARNER CHILCOTT LIMITED, as Intermediate Parent, ACTAVIS CAPITAL S.À R.L., as Borrower, ACTAVIS, INC. and ACTAVIS FUNDING SCS, as...Assignment and Assumption • December 22nd, 2014 • Warner Chilcott LTD • Pharmaceutical preparations • New York
This ACTAVIS REVOLVING LOAN CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 17, 2014, among ACTAVIS PLC, a public limited company incorporated under the laws of Ireland, WARNER CHILCOTT LIMITED, a Bermuda exempted company, ACTAVIS CAPITAL S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 178.410 with a share capital of $367,384, ACTAVIS, INC., a Nevada corporation, ACTAVIS FUNDING SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand-Duchy of Luxembourg having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under
