TERM LOAN CREDIT AGREEMENT dated as of JULY 1, 2021 among VIATRIS INC., as Borrower and the Guarantors from time to time party hereto and MIZUHO BANK, LTD., as Administrative Agent and the Lenders from time to time party hereto MIZUHO BANK, LTD. and...Term Loan Credit Agreement • July 1st, 2021 • Viatris Inc • Pharmaceutical preparations • New York
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is dated as of July 1, 2021 among VIATRIS INC., a Delaware corporation (the “Borrower”), certain Affiliates and Subsidiaries of the Borrower from time to time party hereto as Guarantors, each Lender from time to time party hereto, and MIZUHO BANK, LTD., as Administrative Agent.
ContractFirst Supplemental Indenture • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 16, 2020, among Utah Acquisition Sub Inc., a Delaware corporation (“Acquisition Sub”), Mylan II B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (“Mylan II B.V.”), Mylan Inc., a Pennsylvania corporation (“Mylan Inc.”), Viatris Inc. (formerly known as Upjohn Inc.), a Delaware corporation (“Viatris Inc.” and, together with Mylan II B.V. and Mylan Inc., the “Note Guarantors”), and Citibank, N.A., London Branch, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of JULY 1, 2021 among VIATRIS INC. as Borrower and the Guarantors from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent and the Lenders and the Issuing Banks from...Revolving Credit Agreement • July 1st, 2021 • Viatris Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is dated as of July 1, 2021 among VIATRIS INC., a Delaware corporation (the “Borrower”), certain Affiliates and Subsidiaries of the Borrower from time to time party hereto as Guarantors, each Lender and Issuing Bank from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
MANUFACTURING AND SUPPLY AGREEMENT BY AND BETWEEN PFIZER INC. AND UPJOHN INC. DATED AS OF NOVEMBER 16, 2020Manufacturing and Supply Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware
THIS MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of November 16, 2020 (the “Effective Date”), is by and between Pfizer Inc., a Delaware corporation (hereinafter “Manufacturer”), and Upjohn Inc., a Delaware corporation (hereinafter “Customer”). Manufacturer and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.
TRANSITION SERVICES AGREEMENT by and between UPJOHN INC. and PFIZER INC. Dated as of November 16, 2020Transition Services Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 16, 2020 (the “Effective Date”), is by and between Upjohn Inc., a Delaware corporation (“Spinco”), and Pfizer Inc., a Delaware corporation (“Pluto”) (each, a “Party” and together, the “Parties”).
DELAYED DRAW TERM LOAN CREDIT AGREEMENT dated as of JUNE 16, 2020 among UPJOHN INC. (to be renamed VIATRIS), as Borrower and the Guarantors from time to time party hereto and MUFG BANK, LTD., as Administrative Agent and the Lenders from time to time...Loan Credit Agreement • June 17th, 2020 • Upjohn Inc • Pharmaceutical preparations • Delaware
This DELAYED DRAW TERM LOAN CREDIT AGREEMENT (this “Agreement”) is dated as of June 16, 2020 among UPJOHN INC., a Delaware corporation (the “Borrower”), certain Affiliates and Subsidiaries of the Borrower from time to time party hereto as Guarantors, each Lender from time to time party hereto, and MUFG BANK, LTD., as Administrative Agent.
LIBOR TRANSITION AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 8th, 2023 • Viatris Inc • Pharmaceutical preparations • New York
This LIBOR TRANSITION AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of April 28, 2023, is among VIATRIS INC., a Delaware corporation (the “Borrower”), certain Affiliates and Subsidiaries of the Borrower from time to time party hereto as Guarantors, each Lender and Issuing Bank from time to time party hereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
TAX MATTERS AGREEMENT by and between Pfizer Inc. as Pluto and Upjohn Inc. as Spinco Dated as of November 16, 2020Tax Matters Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 16, 2020, by and among Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”) (collectively the “Companies” or the “Parties” and individually, a “Company” or a “Party”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware
THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made effective as of the Closing Date, by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”). Each of Pluto and Spinco may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 1st, 2022 • Viatris Inc • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 7, 2022, is by and among Viatris Inc., a Delaware corporation (“Parent”), Iris Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each stockholder listed on the signature pages hereto (each, a “Stockholder”).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (the “Agreement”) is made effective as of the Closing Date, by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”). Each of Pluto and Spinco may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 16, 2020, is by and between PFIZER INC., a Delaware corporation (“Pluto”), and UPJOHN INC., a Delaware corporation (“Spinco”). Pluto and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 28th, 2024 • Viatris Inc • Pharmaceutical preparations • Pennsylvania
This Separation Agreement and Release (“Agreement”) is made by and between Anthony Mauro (“Executive”) and Viatris Inc. (together with its affiliates, the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ContractThird Supplemental Indenture • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 16, 2020, among Mylan Inc., a Pennsylvania corporation (“Mylan Inc.”), Utah Acquisition Sub Inc., a Delaware corporation (“Acquisition Sub”), Mylan II B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (“Mylan II B.V.”), Viatris Inc. (formerly known as Upjohn Inc.), a Delaware corporation (“Viatris Inc.” and, together with Acquisition Sub and Mylan II B.V., the “Note Guarantors”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
ContractFirst Supplemental Indenture • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 16, 2020, among Utah Acquisition Sub Inc., a Delaware corporation (“Acquisition Sub”), Mylan II B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (“Mylan II B.V.”), Mylan Inc., a Pennsylvania corporation (“Mylan Inc.” and, together with Acquisition Sub and Mylan II B.V., the “Guaranteeing Subsidiaries”), Viatris Inc., a Delaware corporation, Upjohn Finance B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands (the “Issuer”) and Citibank, N.A., London Branch, as trustee under the Indenture referred to below (the “Trustee”).
VIATRIS INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 8th, 2023 • Viatris Inc • Pharmaceutical preparations • Pennsylvania
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [______] (the “Date of Grant”), is made by and between Viatris Inc., a Delaware corporation (the “Company”), and [______] (the “Participant”).
ContractExecutive Employment Agreement • March 1st, 2021 • Viatris Inc • Pharmaceutical preparations • New York
This Executive Employment Agreement (this “Agreement”) is entered into on November 20, 2020, by and between Viatris Inc. (the “Company”) and Robert J. Coury (the “Executive”).
Upjohn Inc. Registration Rights Agreement $1,000,000,000 1.125% Senior Notes Due 2022 $750,000,000 1.650% Senior Notes Due 2025 $750,000,000 2.300% Senior Notes Due 2027 $1,450,000,000 2.700% Senior Notes Due 2030 $1,500,000,000 3.850% Senior Notes...Registration Rights Agreement • June 26th, 2020 • Upjohn Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement dated June 22, 2020 (this “Agreement”) is entered into by and between Upjohn Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley and Co. LLC, and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the several purchasers named in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
ContractFirst Supplemental Indenture • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 16, 2020, among Utah Acquisition Sub Inc., a Delaware corporation (“Acquisition Sub”), Mylan II B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (“Mylan II B.V.”), Mylan Inc., a Pennsylvania corporation (“Mylan Inc.” and, together with Acquisition Sub and Mylan II B.V., the “Guaranteeing Subsidiaries”), each a subsidiary of Viatris Inc., a Delaware corporation (the “Company”), the Company and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
ContractFourth Supplemental Indenture • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 16, 2020, among Mylan Inc., a Pennsylvania corporation (“Mylan Inc.”), Utah Acquisition Sub Inc., a Delaware corporation (“Acquisition Sub”), Mylan II B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (“Mylan II B.V.”), Viatris Inc. (formerly known as Upjohn Inc.), a Delaware corporation (“Viatris Inc.” and, together with Acquisition Sub and Mylan II B.V., the “Note Guarantors”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
VIATRIS INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit • March 1st, 2021 • Viatris Inc • Pharmaceutical preparations • Pennsylvania
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [________] (the “Date of Grant”), is made by and between Viatris Inc., a Delaware corporation (the “Company”), and [_______] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the EMA (as defined below).
VIATRIS INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 10th, 2021 • Viatris Inc • Pharmaceutical preparations • Pennsylvania
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [________] (the “Date of Grant”), is made by and between Viatris Inc., a Delaware corporation (the “Company”), and [_______] (the “Participant”).
Pfizer Inc. Letterhead]Viatris Inc • March 1st, 2021 • Pharmaceutical preparations
As you know, Pfizer Inc. (“Pfizer”), Upjohn Inc. (“Upjohn”) and Mylan N.V. (“Mylan”), among other parties, entered into a Business Combination Agreement, dated July 29, 2019, to combine Upjohn and Mylan (the “Combination”) to form Viatris Inc. (“Viatris”). You are or will be employed by an entity that will be conveyed to Viatris in connection with the Combination and will, therefore, become a colleague of Viatris upon the Close Date.
TRANSACTION AGREEMENT by and between BIOCON BIOLOGICS LIMITED and VIATRIS INC. Dated as of February 27, 2022Transaction Agreement • February 28th, 2022 • Viatris Inc • Pharmaceutical preparations • Delaware
TRANSACTION AGREEMENT (this “Agreement”) dated as of February 27, 2022, by and between BIOCON BIOLOGICS LIMITED, a public limited company incorporated under the India Companies Act, 2013 (“Buyer”), and VIATRIS INC., a Delaware corporation (“Seller Parent” and, together with Buyer, the “Parties”).
AMENDMENT NO. 1 TO TRANSACTION AGREEMENTTransaction Agreement • November 29th, 2022 • Viatris Inc • Pharmaceutical preparations
Reference is hereby made to that certain Transaction Agreement, dated as of February 27, 2022 (as amended from time to time, the “Agreement”), by and between Biocon Biologics Limited, a public limited company incorporated under the Indian Companies Act, 2013 (“Buyer”), and Viatris Inc., a Delaware corporation (“Seller Parent”). Capitalized terms used but not defined in this Amendment No. 1 to the Transaction Agreement (this “Amendment”) shall have the respective meanings assigned to them in the Agreement.
TRANSITION AND ADVISORY AGREEMENT AND RELEASETransition and Advisory Agreement and Release • August 7th, 2023 • Viatris Inc • Pharmaceutical preparations • New York
This TRANSITION AND ADVISORY AGREEMENT AND RELEASE (this “Agreement”) is entered into and effective as of May 19, 2023, by and between Viatris Inc. (“Viatris” or the “Company”) and Robert J. Coury (“Executive”).
August 6, 2020 Important Notice Regarding the Availability of Information Statement MaterialsUpjohn Inc • August 6th, 2020 • Pharmaceutical preparations
You are receiving this communication because you hold shares in Pfizer Inc. On July 29, 2019, Pfizer Inc., Upjohn Inc. (“Newco”) and Mylan N.V. entered into a series of agreements that provide for Pfizer’s global, primarily off-patent branded and generic established medicines business (the “Upjohn Business”) and Mylan to engage in a strategic business combination transaction. Before the closing of such business combination transaction, Pfizer will contribute the Upjohn Business to Newco, so that the Upjohn Business is separated from the remainder of Pfizer’s businesses (the “Separation”). Following the Separation, Pfizer will distribute, on a pro rata basis (based on the number of shares held by holders of Pfizer common stock as of the record date), all of the Newco common stock held by Pfizer to all Pfizer stockholders as of the record date (the “Distribution”). Immediately after the Distribution, the Upjohn Business will combine with Mylan in a series of transactions in which Mylan s
Re: Retention AgreementViatris Inc • March 1st, 2021 • Pharmaceutical preparations • Pennsylvania
As you know, Mylan N.V. (“Mylan”) and Upjohn Inc. (“Upjohn”) consummated the combination of Mylan and Upjohn pursuant to the Business Combination Agreement between Pfizer Inc., Upjohn, Mylan and the other parties thereto to create Viatris Inc. (the “Company”), a new champion for global health, on November 16, 2020. In recognition of your efforts in connection with the consummation of the combination (the “Closing”), and in order to incentivize you to remain employed with the Company and its affiliates, the Company hereby grants you the following retention bonus opportunity.
OMNIBUS AMENDMENT NO. 2Viatris Inc • February 28th, 2024 • Pharmaceutical preparations
This OMNIBUS AMENDMENT NO. 2, effective as of December 19, 2023 (this “Amendment”), is by and among Viatris Inc., a Delaware corporation (“Viatris”), Biocon Biologics UK Limited, a U.K. private limited company (“Biocon UK”), Biosimilars Newco Limited, a U.K. private limited company (“Biosimilars Newco” and, collectively with Biocon UK, the “Confessing Parties”), and Biocon Biologics Limited, a public limited company incorporated under the Indian Companies Act, 2013 (“Biocon”). Each of the parties hereto is referred to individually as a “Party” and collectively as the “Parties.”
Viatris Inc. Value Creation Incentive Award Performance-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 1st, 2021 • Viatris Inc • Pharmaceutical preparations • Pennsylvania
Viatris Inc. (the “Company”) hereby grants to ROBERT J. COURY (the “Participant”), effective as of November 23, 2020 (the “Grant Date”), the performance-based restricted stock unit award (the “Performance RSUs”) as set forth in this Award Agreement. The Performance RSUs are subject to the terms and conditions set forth in this Award Agreement and in the Company’s 2020 Stock Incentive Plan (the “Plan”). In the event of any inconsistency between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall govern except to the extent specifically set forth herein. Capitalized terms used but not defined in this Award Agreement (including Exhibit A hereto) shall have the meanings ascribed to them in the Plan or the Participant’s employment agreement with the Company dated as of November 20, 2020 (the “Employment Agreement”), as applicable. Notwithstanding the foregoing, the Performance RSUs shall be subject to the terms of the Employment Agreement.
AMENDMENT NO. 3 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations
This Amendment No. 3 (this “Amendment”) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the “Agreement”), is made as of September 18, 2020 by and between Pfizer Inc., a Delaware corporation (“Pluto”) and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pluto (“Spinco”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
Re: Retention AgreementViatris Inc • March 1st, 2021 • Pharmaceutical preparations • Pennsylvania
As you know, Mylan N.V. (“Mylan”) and Upjohn Inc. (“Upjohn”) consummated the combination of Mylan and Upjohn pursuant to the Business Combination Agreement between Pfizer Inc., Upjohn, Mylan and the other parties thereto to create Viatris Inc. (the “Company”), a new champion for global health, on November 16, 2020. In recognition of your efforts in connection with the consummation of the combination (the “Closing”), and in order to incentivize you to remain employed with the Company and its affiliates, the Company hereby grants you the following retention bonus opportunity.
AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • May 12th, 2020 • Upjohn Inc • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Separation and Distribution Agreement, dated as of July 29, 2019 (the “Agreement”), is made as of February 18, 2020, by and between Pfizer Inc., a Delaware corporation (“Pfizer”), and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pfizer (“Upjohn”, and together with Pfizer, the “Parties”, and each, a “Party”).
AMENDMENT NO. 2 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • June 2nd, 2020 • Upjohn Inc • Pharmaceutical preparations
This Amendment No. 2 (this “Amendment”) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the “Agreement”), is made as of May 29, 2020 by and between Pfizer Inc., a Delaware corporation (“Pluto”) and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pluto (“Spinco”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 1st, 2021 • Viatris Inc • Pharmaceutical preparations • London
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Agreement”), is made as of November 5, 2020, by and between Mylan Ireland Limited, a company incorporated in Ireland and Aspen Global Incorporated, a company incorporated in Mauritius (registered number 078138) (collectively, the “Parties”).
