Teva Pharmaceutical Industries Ltd and (ii) all of its respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, assigns, including but not limited to Teva Pharmaceuticals USA, Inc., the Actavis Generic Entities, and Anda Inc.
Teva Pharmaceutical Industries Ltd and Teva Pharmaceuticals USA, Inc. hereby warrant and represent that, as of the date of the execution of this Agreement, it is not insolvent as such term is defined and interpreted under 11 U.S.C. §§101 et seq. (“Code”) including, without limitation, Code §§ 547 and 548.
Teva Pharmaceutical Industries Ltd. (“Parent”) and the Borrower shall fail within one (1) business day following the date hereof to enter into an agreement and plan of merger in substantially the form of Exhibit A hereto whereby a wholly-owned subsidiary of Parent may commence an offer to purchase all of the outstanding shares of capital stock of the Borrower and, upon consummation of such offer, such subsidiary of Parent will merge with the Borrower resulting in the acquisition by Parent of the Borrower (the “Merger Agreement”) (capitalized terms used, but not defined in this Note, shall have the meanings given to such terms in the Merger Agreement);
Teva Pharmaceutical Industries Ltd and (ii) all of its respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, assigns, including but not limited to Teva Pharmaceuticals USA, Inc., Actavis LLC (f/k/a Actavis Inc.), Actavis Xxxxxxxxx LLC, Actavis Xxxxxx LLC, Actavis Pharma, Inc. (f/k/a Xxxxxx Pharma, Inc.), Actavis Xxxxxx LLC, Actavis Laboratories UT, Inc. (f/k/a Xxxxxx Laboratories, Inc. - Utah), Actavis Mid Atlantic LLC, Actavis Totowa LLC, Actavis Laboratories FL, Inc. (f/k/a Xxxxxx Laboratories, Inc. - Florida), Actavis South Atlantic LLC, Xxxxxx Xxxxxxxx Company LLC, and Xxxxxx Laboratories, Inc., and Anda Inc.
Teva Pharmaceutical Industries Ltd. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President, Teva Asia and Pacific By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, Ph.D. Title: Corporate Vice President-Business Development Framework Agreement EXECUTION COPY Xxxxxxx Xxxxxxx as individual By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx EXECUTION COPY Xxxxxxx Xxxxxxx as individual By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Framework Agreement EXECUTION COPY Xxxxxxx Xxxxxxx as individual By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Framework Agreement Xxxxxxxx Xxxxxxx as individual By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Framework Agreement EXECUTION COPY Marudai Industries Co., Ltd. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Representative Director and President Framework Agreement Exhibits Exhibit A Subscription Agreement Exhibit B Disclosure Schedule Exhibit C Form SPA Exhibit D Guarantee Exhibit E Knowledge of TAIYO Exhibit F Other Family Shareholders Exhibit G Number of Shares and Apportioned Purchase Price concerning TAIYO, Family Shareholders and Other Family Shareholders Exhibit H Selected Other Selling Shareholders Exhibit I Framework of Bonus and Incentive Plan Exhibit J Details regarding Executive Officer System Framework Agreement FRAMEWORK AGREEMENT by and among TAIYO PHARMACEUTICAL INDUSTRY CO., LTD. ASAPH FARMACEUTISCHE ONDERNEMING B.V. XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXXX XXXXXXX And MARUDAI INDUSTRIES CO., LTD. May 16, 2011 Framework Agreement
Teva Pharmaceutical Industries Ltd. Tel: +000.0.0000000 Fax. +000.0.0000000. 0 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx. 00000 [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION IVAX International GmbH Xxxxxxxxxxxx 0 0000 Xxxxxxxxxx Xxxxxxxxxxx Tel: +00 (0)00 000 0000 Fax: +00 (0)00 000 0000
Teva Pharmaceutical Industries Ltd and Teva Pharmaceuticals USA, Inc. (collectively “Teva”); and (e) Xxxxxx Claims Administration LLC, as escrow agent (the “Escrow Agent”) is entered into on April 1, 2015, in connection with Teva’s Settlement Agreements with each of the Plaintiffs, dated April 1, 2015 (the “Settlement Agreements”). Capitalized terms not defined herein shall have the meanings specified in the Settlement Agreements.
