ASSET PURCHASE AGREEMENT by and among FOREST LABORATORIES, LLC, FOREST LABORATORIES CANADA INC., and FOREST LABORATORIES HOLDINGS LIMITED as Sellers, ACTAVIS PLC, and ASTRAZENECA UK LIMITED, as Purchaser Dated as of February 4, 2015Asset Purchase Agreement • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), is made as of February 4, 2015, by and among Forest Laboratories, LLC, a Delaware limited liability company and successor-in-interest to Forest Laboratories, Inc. (“Forest”), Forest Laboratories Holdings Limited, a corporation organized under the Laws of Ireland (“FLH”) and Forest Laboratories Canada Inc., a corporation organized under the Laws of Canada (collectively, with Forest and FLH, the “Sellers”, and each, a “Seller”), AstraZeneca UK Limited, a private limited company registered in England and Wales (“Purchaser”), and, solely with respect to Articles 10 and 11, Actavis plc, a public limited company organized under the laws of Ireland (“Seller Parent”). Each of the Sellers and Purchaser, and solely for purposes of Article 10 and 11, Seller Parent, may be referred to, individually, as a “Party” or, collectively, as the “Parties.”
ContractSeparation Agreement • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations • New Jersey
This Separation Agreement must be executed and delivered to the attention of Eric Stern, VP, Compensation and Benefits, Actavis, Inc. 400 Interpace Parkway, Parsippany, NJ 07054 by March 24, 2015.
INSTRUCTIONS Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page)Restricted Stock Units • May 11th, 2015 • Actavis PLC • 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.
INSTRUCTIONS Stock Options A Long Term Incentive Award (The Agreement begins after this page)Award Agreement • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations
You will be deemed to have accepted this Stock Option 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.
INSTRUCTIONS Restricted Stock Units A Long Term Incentive Award (The Agreement begins after this page)Restricted Stock Units • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations • Delaware
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.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 7, 2015 (this “Second 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”) 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 • May 11th, 2015 • Actavis PLC • Pharmaceutical preparations • New Jersey
This Consulting Agreement is entered into as of March 21, 2015 (this “Agreement”) by and between Actavis plc (the “Company”), and David Buchen (the “Consultant” and, together with the Company, the “Parties”).
