ARTICLE I GENERALBayer Aktiengesellschaft • January 25th, 2002 • American depositary receipts • Pennsylvania
AMENDMENT AND RESTATEMENT AGREEMENTAgreement • June 15th, 2006 • Bayer Aktiengesellschaft • Pharmaceutical preparations
Comfort LetterBayer Aktiengesellschaft • August 7th, 2006 • Pharmaceutical preparations
Dritte BV GmbH, Leverkusen, registered in the commercial register of the Local Court in Cologne under HRB 52162 (“BV”) intends to enter into a domination and profit and loss Transfer Agreement with Schering AG, Berlin, registered in the commercial register of the Local Court in Charlottenburg, Berlin, under 93 HRB 283 (“Schering”) as a dependent enterprise (the “Corporate Group Agreement”). It is intended to agree under the Corporate Group Agreement on a compensation in terms of Section 305 German Stock Corporation law (Aktiengesetz) in an amount of EUR 89.00 per non-par share and on a guaranteed dividend in terms of Section 304 German Stock Corporation law (Aktiengesetz) in a gross amount of EUR 4.60 (net currently EUR 3.62) per non-par share.
Domination and Profit and Loss Transfer Agreement between Dritte BV GmbH, Leverkusen - “BV” - and Schering Aktiengesellschaft, Berlin - “Schering” -Bayer Aktiengesellschaft • August 7th, 2006 • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • November 7th, 2012 • Bayer Aktiengesellschaft • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares of Schiff Nutrition International, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
Effective September 21, 2009, the companys share classification changed to no par value registered shares. Exhibit A to Deposit Agreement No. ________________ AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents one (1) deposited...Bayer Aktiengesellschaft • September 17th, 2009 • Pharmaceutical preparations
Bayer Schering GmbHBayer Aktiengesellschaft • November 30th, 2006 • Pharmaceutical preparations
A Domination and Profit and Loss Transfer Agreement (hereinafter, the “DPLTA”) pursuant to § 291 para. 1 German Stock Corporations Act [Aktiengesetz, “AktG”] was entered into on 31 July 2006 between Bayer Schering GmbH (previously Dritte BV GmbH), Leverkusen, a wholly owned subsidiary of Bayer AG, Leverkusen (hereinafter, “Bayer Schering”) as the dominating company and Schering Aktiengesellschaft, Berlin, (hereinafter, “Schering”) as the controlled company. The shareholders meeting of Bayer Schering approved the DPLTA on 22 August 2006. The extraordinary general meeting of Schering approved the DPLTA on 13 September 2006. The DPLTA took effect upon registration in the commercial register at the Local Court [Amtsgericht] Charlottenburg, Berlin on 27 October 2006. The announcement of the registration pursuant to § 10 German Commercial Code [Handelsgesetzbuch, “HGB”] was made on 9 November 2006 in the Federal Gazette [Bundesanzeiger] and on 24 November 2006 in ‘Der Tagesspiegel’ newspaper
TENDER / PURCHASE AGREEMENT betweenPurchase Agreement • June 15th, 2006 • Bayer Aktiengesellschaft • Pharmaceutical preparations
TENDER / PURCHASE AGREEMENT betweenTender / Purchase Agreement • June 15th, 2006 • Bayer Aktiengesellschaft • Pharmaceutical preparations
Share and Asset Purchase AgreementShare and Asset Purchase Agreement • March 15th, 2005 • Bayer Aktiengesellschaft • Pharmaceutical preparations
Hoffmann - La Roche France SAS, 52, Boulevard du Parc, 92521 Neuilly sur Seine CEDEX, France (hereinafter HLRF), Roche SAS, 52 Bld du Parc, 92521 Neuilly sur Seine, CEDEX, France (hereinafter RSAS), and Laboratoires Syntex SA, 52 Bld du Parc, 92521 Neuilly sur Seine, CEDEX, France (hereinafter Syntex, and together with HLRF and RSAS Roche France)
BRIDGE FACILITIES AGREEMENT Dated 23 March 2006 BAYER AG as the Company CITIGROUP GLOBAL MARKETS LIMITED and CREDIT SUISSE INTERNATIONAL as Mandated Lead Arrangers and CITIGROUP GLOBAL MARKETS LIMITED and CREDIT SUISSE INTERNATIONAL as Bookrunners and...Bridge Facilities Agreement • April 13th, 2006 • Bayer Aktiengesellschaft • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • June 19th, 2006 • Bayer Aktiengesellschaft • Pharmaceutical preparations
In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, the undersigned agree that this Statement on Schedule 13D being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the bearer shares with no par value (“Shares”), including Shares represented by American Depositary Shares, of Schering Aktiengesellschaft, a German stock corporation, is being filed on behalf of each of us. This Agreement may be included as an exhibit to such joint filing.
ContractMaster Agreement • March 15th, 2005 • Bayer Aktiengesellschaft • Pharmaceutical preparations
This document is a non-binding convenience translation of the German-language original. In case of any discrepancy between the English and German versions, the German-language original shall prevail.
VIA FACSIMILE Schiff Nutrition International, Inc.Bayer Aktiengesellschaft • November 20th, 2012 • Pharmaceutical preparations
AGREEMENT JOINT FILING OF SCHEDULE 13GBayer Aktiengesellschaft • August 3rd, 2020 • Pharmaceutical preparations
The undersigned hereby agree to jointly prepare and file with the Securities and Exchange Commission this Schedule 13G and any future amendments thereto (including amendments on Schedule 13D or Schedule 13G, as applicable) reporting each of the undersigned’s ownership of securities of Elanco Animal Health Incorporated, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
SYNDICATED FACILITIES AGREEMENT Dated 23 March 2006 BAYER AG as the Company CITIGROUP GLOBAL MARKETS LIMITED and CREDIT SUISSE INTERNATIONAL as Mandated Lead Arrangers and CITIGROUP GLOBAL MARKETS LIMITED and CREDIT SUISSE INTERNATIONAL as Bookrunners...Syndicated Facilities Agreement • April 13th, 2006 • Bayer Aktiengesellschaft • Pharmaceutical preparations
ContractBayer Aktiengesellschaft • March 15th, 2005 • Pharmaceutical preparations
This document is a non-binding convenience translation of the German-language original. In case of any discrepancy between the English and German versions, the German-language original shall prevail.
