Warner Chilcott Limited Class A Common Stock, Par Value $.01 Per Share Underwriting AgreementUnderwriting Agreement • September 15th, 2006 • Warner Chilcott LTD • Pharmaceutical preparations • New York
Warner Chilcott Limited (which was formerly known as Warner Chilcott Holdings Company, Limited), a company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are acting as representatives (the “Representatives”), an aggregate of shares of Class A Common Stock, par value $.01 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Sellin
CREDIT AGREEMENT Dated as of March 17, 2011 among WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED as Parent Guarantor WC LUXCO S.A R.L. as Luxco Borrower WARNER CHILCOTT CORPORATION as US Borrower WARNER CHILCOTT COMPANY, LLC as PR Borrower BANK OF...Credit Agreement • March 21st, 2011 • Warner Chilcott PLC • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 17, 2011, among WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED, a company organized under the laws of Bermuda (the “Parent Guarantor”), WC LUXCO S.A R.L., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (the “Luxco Borrower”), WARNER CHILCOTT CORPORATION, a Delaware corporation (the “US Borrower”), WARNER CHILCOTT COMPANY, LLC, a limited liability company organized under the laws of Puerto Rico (the “PR Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2011 • Warner Chilcott PLC • Pharmaceutical preparations • New Jersey
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 4, 2011, between WARNER CHILCOTT (US), LLC (the “Company”), and Paul Herendeen (“Executive”).
SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT – SENIOR VICE PRESIDENTSeverance Agreement – Senior Vice President • May 10th, 2013 • Warner Chilcott PLC • Pharmaceutical preparations • New Jersey
THIS SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made as of August 26, 2011, between WARNER CHILCOTT (US), LLC (the “Company”), and Alvin D. Howard (“Executive”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 21st, 2012 • Warner Chilcott PLC • Pharmaceutical preparations • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 17, 2011, among WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED, a company organized under the laws of Bermuda (the “Parent Guarantor”), WC LUXCO S.A R.L., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (the “Luxco Borrower”), WARNER CHILCOTT CORPORATION, a Delaware corporation (the “US Borrower”), WARNER CHILCOTT COMPANY, LLC, a limited liability company organized under the laws of Puerto Rico (the “PR Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
WARNER CHILCOTT EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTEquity Incentive Plan • February 22nd, 2013 • Warner Chilcott PLC • Pharmaceutical preparations • New York
You have been granted a restricted share unit award (the “Restricted Share Unit Award”) on the following terms and subject to the provisions of the Restricted Share Unit Award Agreement Terms and Conditions (“Attachment A”) appended hereto and the Warner Chilcott Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Restricted Share Unit Award Agreement (together with Attachment A and each annex thereto, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
WARNER CHILCOTT EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENTEquity Incentive Plan • February 22nd, 2013 • Warner Chilcott PLC • Pharmaceutical preparations • New York
You have been granted a performance restricted share unit award (the “Performance Restricted Share Unit Award”) on the following terms and subject to the provisions of the Performance Restricted Share Unit Award Agreement Terms and Conditions (“Attachment A”) appended hereto and the Warner Chilcott Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Performance Restricted Share Unit Award Agreement (together with Attachment A and each annex thereto, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
WARNER CHILCOTT EQUITY INCENTIVE PLAN DIRECTOR SHARE OPTION AWARD AGREEMENTEquity Incentive Plan • February 22nd, 2013 • Warner Chilcott PLC • Pharmaceutical preparations • New York
You have been granted an Option (the “Option”) subject to the following terms and subject to the provisions of the Director Share Option Award Agreement Terms and Conditions (“Attachment A”) appended hereto and the Warner Chilcott Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Director Share Option Award Agreement (together with Attachment A and each annex thereto, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
PURCHASE AGREEMENTPurchase Agreement • September 27th, 2010 • Warner Chilcott PLC • Pharmaceutical preparations • New York
The Securities will be issued pursuant to the indenture, dated as of August 20, 2010 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to one or more riders to the letter of representations, dated August 16, 2010 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary.
FIRST AMENDMENT TO THE MANAGEMENT SHAREHOLDERS AGREEMENTManagement Shareholders Agreement • November 13th, 2009 • Warner Chilcott PLC • Pharmaceutical preparations
WHEREAS, certain of the undersigned parties to this amendment (this “Amendment”) are parties to that certain Management Shareholders Agreement, dated March 28, 2005 (the “Shareholders Agreement”), by and among Warner Chilcott Limited (formerly known as “Warner Chilcott Holdings Company, Limited”), an exempted Bermuda limited company (“Warner Chilcott”). Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company (“Warner III” and, together with Warner Chilcott and Warner II, the “Companies”), the Management Shareholders and the Sponsors;
WARNER CHILCOTT EQUITY INCENTIVE PLAN SHARE OPTION AWARD AGREEMENTEquity Incentive Plan • February 22nd, 2013 • Warner Chilcott PLC • Pharmaceutical preparations • New York
You have been granted an Option (the “Option”) on the following terms and subject to the provisions of the Share Option Award Agreement Terms and Conditions (“Attachment A”) appended hereto and the Warner Chilcott Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Share Option Award Agreement (together with Attachment A and each annex thereto, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
ASSET PURCHASE AGREEMENT dated as of September 23, 2009 among LEO PHARMA A/S, LEO LABORATORIES LTD., WARNER CHILCOTT PLC, WARNER CHILCOTT COMPANY, LLC and WARNER CHILCOTT (US), LLCAsset Purchase Agreement • September 23rd, 2009 • Warner Chilcott PLC • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of September 23, 2009, among LEO PHARMA A/S, an Aktieselskab organized under the laws of Denmark (“Buyer Parent”), LEO LABORATORIES LTD., a limited liability company formed under the laws of Ireland (“Irish Buyer”; and, together with Buyer Parent, the “Buyers”), WARNER CHILCOTT PLC, an Irish public limited company (“Seller Parent”), WARNER CHILCOTT COMPANY, LLC, a Puerto Rican limited liability company and an indirect wholly-owned subsidiary of Seller Parent (“WCCL”), and WARNER CHILCOTT (US), LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Seller Parent (“WC US”; and, together with Seller Parent and WCCL, each a “Seller” and collectively the “Sellers”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2011 • Warner Chilcott PLC • Pharmaceutical preparations • New Jersey
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 4, 2011, between WARNER CHILCOTT (US), LLC (the “Company”), and Anthony Bruno (“Executive”).
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTRelease Agreement • August 26th, 2011 • Warner Chilcott PLC • Pharmaceutical preparations • New Jersey
THIS FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 26, 2011 (the “Effective Date”), between WARNER CHILCOTT (US), LLC (the “Company”), and Anthony D. Bruno (“Executive”).
WARNER CHILCOTT CORPORATION as the Issuer The Guarantors Named Herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of August 20 2009Warner Chilcott LTD • August 21st, 2009 • Pharmaceutical preparations • New York
This Supplemental Indenture, dated as of August 20, 2009 (this “Supplemental Indenture” or “Guarantee”), among Warner Chilcott plc (the “Guarantor”), Warner Chilcott Corporation (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below (the “Notes Guarantors”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
DATED MAY 19, 2013 WARNER CHILCOTT PLC AND ACTAVIS, INC. EXPENSES REIMBURSEMENT AGREEMENTExpenses Reimbursement Agreement • May 20th, 2013 • Warner Chilcott PLC • Pharmaceutical preparations
ASSET PURCHASE AGREEMENT by and among NOVARTIS PHARMACEUTICALS CORPORATION and NOVARTIS PHARMA AG AND WARNER CHILCOTT COMPANY, LLC and WARNER CHILCOTT PLC (solely for purposes of Clause 19)Asset Purchase Agreement • September 27th, 2010 • Warner Chilcott PLC • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (“Asset Purchase Agreement”) is made as of this 23rd day of September, 2010, by and among Novartis Pharmaceuticals Corporation, a Delaware corporation (“NPC”), and Novartis Pharma AG, a Swiss company (“NPHAG”) (NPC and NPHAG being referred to collectively as “Novartis”), and Warner Chilcott Company, LLC, a Puerto Rican limited liability company (the “Purchaser”), and, solely for purposes of Clause 19, Warner Chilcott PLC, an Irish public limited company (“Warner Chilcott”). Novartis and the Purchaser are each referred to individually as a “Party” and together as the “Parties.”
THIRD AMENDED AND RESTATED SEVERANCE AGREEMENT – SENIOR VICE PRESIDENTRelease Agreement • February 22nd, 2013 • Warner Chilcott PLC • Pharmaceutical preparations • New Jersey
THIS THIRD AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made as of December 14, 2012, between WARNER CHILCOTT (US), LLC (the “Company”), and Izumi Hara (“Executive”).
WAIVER OF THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • November 24th, 2009 • Warner Chilcott PLC • Pharmaceutical preparations • New York
WHEREAS, each of the undersigned is a party to that certain Amended and Restated Shareholders Agreement, dated March 31, 2005, as amended by the First Amendment to the Amended and Restated Shareholders Agreement dated April 19, 2005 and the Second Amendment to the Amended and Restated Shareholders Agreement dated August 20, 2009 (the “Shareholders Agreement”), by and among Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company ( “Warner III” and, together with Warner I and Warner II, the “Companies”) and certain other persons named therein. All defined terms used but not defined herein shall have the meanings assigned to such terms in the Shareholders Agreement;
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • August 7th, 2009 • Warner Chilcott LTD • Pharmaceutical preparations • New York
This is an agreement (hereinafter referred to as “Agreement”) dated as of this 9th day of January, 2009, by and among Warner Chilcott Company, Inc. (“WCCI”), a corporation organized and existing under the laws of Puerto Rico, and Watson Pharmaceuticals, Inc. (“WPI”), a corporation organized and existing under the laws of the State of Nevada, and Watson Laboratories, Inc. (“WLI”, and, together with WPI, “Watson”), a corporation organized and existing under the laws of the State of Nevada. WCCI and Watson are sometimes individually referred to herein as a “Party” and collectively referred to herein as “Parties.”
WARNER CHILCOTT EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENTEquity Incentive Plan • March 1st, 2010 • Warner Chilcott PLC • Pharmaceutical preparations • New York
You have been granted a restricted share award (the “Restricted Share Award”) on the following terms and subject to the provisions of the Share Award Agreement Terms and Conditions (“Attachment A”) appended hereto and the Warner Chilcott Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Restricted Share Award Agreement (together with Attachment A and each annex thereto, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
Warner Chilcott plc Ordinary Shares, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • November 24th, 2009 • Warner Chilcott PLC • Pharmaceutical preparations • New York
The shareholders named in Schedule III hereto (the “Selling Shareholders”) of Warner Chilcott plc (which was formerly known as Warner Chilcott Limited), a company incorporated under the laws of Ireland (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. are acting as representatives (the “Representatives”), an aggregate of 20,000,000 ordinary shares, par value $0.01 per share (“Ordinary Shares”), of the Company (the “Firm Shares”) and at the election of the Underwriters, up to 3,000,000 additional shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
WARNER CHILCOTT HOLDINGS COMPANY, LIMITED FORM OFAgreement • March 26th, 2007 • Warner Chilcott LTD • Pharmaceutical preparations
THIS AGREEMENT (the “Agreement”) is made effective as of March 28, 2005 (the “Grant Date”), between Warner Chilcott Holdings Company, Limited, a Bermuda exempted limited company (together with its successors, the “Company”), and [ ], who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 9 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
Maria Harris Counsel, Pharmaceuticals, EuropeWarner Chilcott PLC • February 25th, 2011 • Pharmaceutical preparations • New York
SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations • New York
WHEREAS, each of the undersigned is a party to that certain Amended and Restated Shareholders Agreement, dated March 31, 2005, as amended by the First Amendment to the Amended and Restated Shareholders Agreement dated April 19, 2005 (the “Shareholders Agreement”), by and among Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company ( “Warner III” and, together with Warner I and Warner II, the “Companies”) and certain other persons named therein;
WARNER CHILCOTT HOLDINGS COMPANY, LIMITED1Restricted Share Award Agreement • March 26th, 2007 • Warner Chilcott LTD • Pharmaceutical preparations
You have been granted a restricted share award (the “Restricted Share Award”) on the following terms and subject to the provisions of Attachment A hereto and the Warner Chilcott Holdings Company, Limited2 2005 Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this 2006 Restricted Share Award Agreement (including Attachment A, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
Underwriting AgreementUnderwriting Agreement • September 11th, 2012 • Warner Chilcott PLC • Pharmaceutical preparations • New York
The shareholders named in Schedule III hereto (the “Selling Shareholders”) of Warner Chilcott plc (which was formerly known as Warner Chilcott Limited), a company incorporated under the laws of Ireland (the “Company”), propose, subject to the terms and conditions stated herein, to sell to Citigroup Global Markets Inc. (the “Underwriter”) an aggregate of 42,864,843 ordinary shares, par value $0.01 per share (“Ordinary Shares”), of the Company (the “Shares”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations
Indemnification Agreement (this “Agreement”), dated as of , between Warner Chilcott Limited, a Bermuda company (the “Company”), Warner Chilcott plc, an Irish incorporated company and the ultimate parent company of the Warner Chilcott group of companies (“WC plc”) and (“Indemnitee”).
SECOND AMENDMENT TO THE MANAGEMENT SHAREHOLDERS AGREEMENTManagement Shareholders Agreement • August 21st, 2009 • Warner Chilcott LTD • Pharmaceutical preparations • New York
WHEREAS, each of the undersigned is a party to that certain Management Shareholders Agreement, dated March 28, 2005, as amended by the First Amendment to the Management Shareholders Agreement, dated September 17, 2007 (the “Management Shareholders Agreement”), by and among Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company (“Warner III” and, together with Warner I and Warner II, the “Companies”) and certain other persons named therein;
WARNER CHILCOTT EQUITY INCENTIVE PLAN DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENTEquity Incentive • February 22nd, 2013 • Warner Chilcott PLC • Pharmaceutical preparations • New York
You have been granted a restricted share unit award (the “Restricted Share Unit Award”) on the following terms and subject to the provisions of the Director Restricted Share Unit Award Agreement Terms and Conditions (“Attachment A”) appended hereto and the Warner Chilcott Equity Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Director Restricted Share Unit Award Agreement (together with Attachment A and each annex thereto, the “Agreement”), capitalized terms will have the meanings ascribed to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
Dated May 19, 2013 Warner Chilcott plc, Actavis, Inc., Actavis Limited, Actavis Ireland Holding Limited, Actavis W.C. Holding LLC, and Actavis W.C. Holding 2 LLC Transaction Agreement DublinWarner Chilcott PLC • May 20th, 2013 • Pharmaceutical preparations • Nevada
PURCHASE AGREEMENT BETWEEN THE PROCTER & GAMBLE COMPANY AND WARNER CHILCOTT PLC DATED AS OF AUGUST 24, 2009Purchase Agreement • August 24th, 2009 • Warner Chilcott PLC • Pharmaceutical preparations • New York
P&G desires to sell, directly or indirectly, and Purchaser desires to purchase, directly or indirectly, on the terms and subject to the conditions set forth in this Agreement, the Pharmaceuticals Business Assets and the outstanding capital stock of the Transferred Subsidiaries.
WARNER CHILCOTT CORPORATION as the Issuer The Guarantors Named Herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of December 30, 2009Warner Chilcott PLC • December 31st, 2009 • Pharmaceutical preparations • New York
This Supplemental Indenture, dated as of December 30, 2009 (this “Supplemental Indenture”), among Warner Chilcott Corporation (together with its successors and assigns, the “Company”), the guarantors under the Indenture referred to below (collectively, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
WARNER CHILCOTT HOLDINGS COMPANY, LIMITEDShare Award Agreement • March 26th, 2007 • Warner Chilcott LTD • Pharmaceutical preparations
THIS AGREEMENT (the “Agreement”) is made effective as of _____________, 20061, between Warner Chilcott Holdings Company, Limited, a Bermuda exempted limited company (together with its successors, the “Company”), and [name], who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 8 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
SEVERANCE AGREEMENT – SENIOR VICE PRESIDENTSeverance Agreement – Senior Vice President • March 26th, 2007 • Warner Chilcott LTD • Pharmaceutical preparations • New Jersey
THIS SEVERANCE AGREEMENT (the “Agreement”) is made as of March 28, 2005, between WARNER CHILCOTT (US), INC. (formerly named Warner Chilcott, Inc.) (the “Company”) and Izumi Hara (“Executive”).
