AMENDMENT NO. 2 TO DEPOSIT AGREEMENTDeposit Agreement • April 9th, 2021 • Grifols SA • Pharmaceutical preparations
AMENDMENT NO. 2 dated as of December 30, 2020 (the “Amendment”) to the Deposit Agreement dated as of March 14, 2011 (as amended from time to time, the “Deposit Agreement”) by and among Grifols, S.A., a company incorporated under the laws of the Kingdom of Spain, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.
DEPOSIT AGREEMENTDeposit Agreement • May 18th, 2009 • Grifols SA • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 12, 2014 by and among Grifols Worldwide Operations Limited, a private limited company validly incorporated and existing under the laws of Ireland (the “Issuer”) and a wholly-owned subsidiary of Grifols S.A., a company incorporated under the laws of the Kingdom of Spain (“Parent”) and each of the guarantors listed in Schedule 2 to the Purchase Agreement (as defined below) (collectively, the “Guarantors”), and Nomura Securities International, Inc. (“Nomura”) as representative of the several initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase a portion of the $1,000,000,000 aggregate principal amount of the Issuer’s 5.25% Senior Notes due 2022 (the “Initial Notes”) to be guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees
ContractCredit and Guaranty Agreement • April 19th, 2024 • Grifols SA • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT by and among HOLOGIC, INC., GRIFOLS DIAGNOSTIC SOLUTIONS INC. and GRIFOLS, S.A. Dated as of December 14, 2016Asset Purchase Agreement • April 6th, 2018 • Grifols SA • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT, dated as of December 14, 2016 (this “Agreement”), by and among Hologic, Inc., a Delaware corporation (the “Seller”), Grifols Diagnostic Solutions Inc., a Delaware corporation (the “Buyer”), and solely for the purposes of Section 5.16, Grifols, S.A., a company (sociedad anónima) organized under the laws of Spain (“Grifols”).
CREDIT AND GUARANTY AGREEMENT among GRIFOLS, S.A., as Borrower, CERTAIN SUBSIDIARIES OF GRIFOLS, S.A., as Guarantors, VARIOUS LENDERS, NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent, NOMURA SECURITIES INTERNATIONAL, INC., as Sole...Credit and Guaranty Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of January 3, 2014, is entered into by and among, GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, and NOMURA CORPORATE FUNDING AMERICAS, LLC (“Nomura”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • April 18th, 2023 • Grifols SA • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 25, 2022 among Tiancheng (Germany) Pharmaceutical Holdings AG, a company incorporated in Germany in the legal form of a stock corporation (Aktiengesellschaft) (the “Guaranteeing Subsidiary”), Grifols, S.A. (the “Issuer”), and BNY Mellon Corporate Trustee Services Limited, as trustee under the indenture referred to below (the “Trustee”).
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 29th, 2012 • Grifols SA • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 29, 2012, is entered into by and among GRIFOLS INC., a Virginia corporation (the “U.S. Borrower”), GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent” and, in its capacity as borrower hereunder, the “Foreign Borrower” and, together with the U.S. Borrower, the “Borrowers”), THE PARENT AND CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, the Lenders party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 19th, 2024 • Grifols SA • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 21, 2023, by and among Grifols, S.A. (the “Issuer”), the other parties that are signatories hereof as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and BNY Mellon Corporate Trustee Services Limited, as trustee under the indenture referred to below (the “Trustee”).
U.S. PLEDGE AND SECURITY AGREEMENT dated as of February 27, 2014 between EACH OF THE GRANTORS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentPledge and Security Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This U.S. PLEDGE AND SECURITY AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between each of the subsidiaries of the Parent (as herein defined) that are U.S. Loan Parties and Grifols Worldwide Operations Limited, a private limited company validly incorporated and existing under the laws of Ireland (the “Irish Grantor”), whether as an original signatory hereto or as an Additional Grantor (as herein defined) (other than the Collateral Agent, each, a “Grantor”), and Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 18th, 2023 • Grifols SA • Pharmaceutical preparations • New York
This SUPPLEMENTAL INDENTURE, dated as of April 21, 2022 (this “Supplemental Indenture”), among Grifols, S.A., Grifols Biologicals LLC, Grifols International S.A., Grifols Shared Services North America, Inc., Grifols Therapeutics LLC, Grifols USA, LLC, Grifols Worldwide Operations Limited, Grifols Worldwide Operations USA, Inc. and Instituto Grifols, S.A. (each a “Guaranteeing Party”), Grifols Escrow Issuer, S.A.U. (the “Issuer”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), under the indenture below.
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • April 18th, 2023 • Grifols SA • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (“this Supplemental Indenture”) dated as of April 21, 2022 among Grifols Escrow Issuer, S.A.U. (the “Guaranteeing Subsidiary”), Grifols, S.A. (the “Issuer”), BNY Mellon Corporate Trustee Services Limited, as trustee under the indenture referred to below (in such capacity, the “Trustee”) and The Bank of New York Mellon, London Branch, as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
PLEDGE AGREEMENT dated as of February 27, 2014 between GRIFOLS, S.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentPledge Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This PLEDGE AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between GRIFOLS, S.A. (the “Pledgor”), a sociedad anónima organized under the laws of the Kingdom of Spain and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
AMENDMENT NO. 1 TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations
This First Amendment to Share and Asset Purchase Agreement, dated as of December 27, 2013 (this “First Amendment”), is entered into by and among Novartis Vaccines and Diagnostics, Inc., a Delaware corporation (“Seller”), Novartis Corporation, a New York corporation, as guarantor, G-C Diagnostics Corp., a Delaware corporation (“Buyer”), and Grifols, S.A. a company (sociedad anónima) organized under the Laws of Spain, as guarantor.
SUPPLEMENTAL INDENTURESupplemental Indenture • April 18th, 2023 • Grifols SA • Pharmaceutical preparations • New York
This SUPPLEMENTAL INDENTURE, dated as of September 28, 2022 (this “Supplemental Indenture”), among Grifols Biotest Holdings GmbH, a company incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit beschränkter Haftung) (the “Guaranteeing Party”), Grifols Escrow Issuer, S.A.U. (the “Issuer”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), under the indenture referred to below.
AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENTAmerican Depositary Share Purchase Agreement • April 5th, 2013 • Grifols SA • Pharmaceutical preparations • New York
THIS AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of March 8, 2013 (this “Agreement”), is made and entered into by and among each of the entities listed on Schedule II attached hereto (each, a “Seller” and, collectively, the “Sellers”), and GRIFOLS, S.A., a company organized under the laws of Spain (the “Purchaser”).
COUNTERPART AGREEMENTCounterpart Agreement • April 18th, 2023 • Grifols SA • Pharmaceutical preparations
This COUNTERPART AGREEMENT, dated April 21, 2022 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated November 15, 2019 (as amended prior to the date hereof and as it may be further amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Bank of
JOINT FILING AGREEMENTJoint Filing Agreement • January 8th, 2018 • Grifols SA • Pharmaceutical preparations
The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
DATED 5 FEBRUARY 2019 AMENDMENT AND RESTATEMENT AGREEMENT relating to an agreement for the purchase and sale of source plasma originally dated 28 December 2018Amendment and Restatement Agreement • April 23rd, 2019 • Grifols SA • Pharmaceutical preparations
With effect from the Effective Date, the Original PSA shall be amended and restated so that it shall be read and be construed for all purposes as set out in schedule 3 (Amended PSA) and such amendment and restatement shall be deemed to take retrospective effect from 28 December 2018.
Agreement for Assets Purchase by Share Issue between Shanghai RAAS Blood Products Co., Ltd. and GRIFOLS, S.A. March 7, 2019Agreement for Assets Purchase by Share Issue • April 5th, 2019 • Grifols SA • Pharmaceutical preparations
NOW, THEREFORE, to provide for the rights and obligations of the Parties in the Transaction, the Parties, through negotiation on the basis of equality and free will and in accordance with the Contract Law of the PRC, the Company Law of the PRC, the Securities Law of the PRC, the Measures for Administration of Material Asset Reorganization of Listed Companies issued by the CSRC and other applicable laws, regulations, hereby enter into the following agreement with respect to matters concerning the Transaction for mutual adherence:
PATENT SECURITY AGREEMENTPatent Security Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This PATENT SECURITY AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
COUNTERPART AGREEMENTCounterpart Agreement • April 18th, 2023 • Grifols SA • Pharmaceutical preparations
This COUNTERPART AGREEMENT, dated April 25, 2022 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated November 15, 2019 (as amended prior to the date hereof and as it may be further amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Bank of
SUPPLEMENTAL INDENTURESupplemental Indenture • April 19th, 2024 • Grifols SA • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (“this Supplemental Indenture”) dated as of July 21, 2023 by and among Grifols, S.A. (the “Issuer”), the other parties that are signatories hereof as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), BNY Mellon Corporate Trustee Services Limited, as trustee under the indenture referred to below (in such capacity, the “Trustee”), The Bank of New York Mellon, London Branch, as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
AMENDED AND RESTATED COUNTERPART AGREEMENTCounterpart Agreement • April 18th, 2023 • Grifols SA • Pharmaceutical preparations
This AMENDED AND RESTATED COUNTERPART AGREEMENT, dated September 23, 2022 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated November 15, 2019 (as amended prior to the date hereof and as it may be further amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Worldwide Operations Limited, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), Grifols Worldwide Operations USA, Inc., a Delaware corporation (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from
JOINT FILING AGREEMENTJoint Filing Agreement • April 4th, 2017 • Grifols SA • Pharmaceutical preparations
The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENTCredit Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
AMENDMENT AGREEMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT, dated as of March 17, 2014 (this “Amendment”), by and among GRIFOLS WORLDWIDE OPERATIONS USA, INC. (the “U.S. Borrower”), GRIFOLS WORLDWIDE OPERATIONS LIMITED (the “Foreign Borrower”), GRIFOLS, S.A. (the “Parent”), each of the other Loan Parties named on the signature pages hereto, the Lenders named on the signature pages hereto and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”), and as collateral agent. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement (as defined below) as the context may require.
AMENDMENT NO. 2 TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations
This Second Amendment to Share and Asset Purchase Agreement, dated as of January 9, 2014 (this “Second Amendment”), is entered into by and among Novartis Vaccines and Diagnostics, Inc., a Delaware corporation (“Seller”), Novartis Corporation, a New York corporation, as guarantor, G-C Diagnostics Corp., a Delaware corporation (“Buyer”), and Grifols, S.A. a company (sociedad anónima) organized under the Laws of Spain, as guarantor.
DEPOSIT AGREEMENT1 by and among GRIFOLS, S.A. AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of , 2010Deposit Agreement • December 20th, 2010 • Grifols SA • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of , 2010, by and among (i) Grifols, S.A., a company incorporated under the laws of the Kingdom of Spain, and its successors, (ii) Deutsche Bank Trust Company Americas, an indirect wholly-owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder, and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
VOTING AGREEMENT BY AND AMONG GRIFOLS, S.A. AND TALECRIS HOLDINGS, LLC DATED AS OF JUNE 6, 2010Voting Agreement • June 16th, 2010 • Grifols SA • Pharmaceutical preparations • Virginia
VOTING AGREEMENT, dated as of June 6, 2010 (this “Agreement”), by and among GRIFOLS, S.A., a company organized under the laws of Spain (“Parent”), and TALECRIS HOLDINGS, LLC, a Delaware limited liability company (the “Stockholder).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • April 18th, 2023 • Grifols SA • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (“this Supplemental Indenture”) dated as of April 25, 2022 among Tiancheng (Germany) Pharmaceutical Holdings AG, a company incorporated in Germany in the legal form of a stock corporation (Aktiengesellschaft) (the “Guaranteeing Subsidiary”), Grifols, S.A. (the “Issuer”), BNY Mellon Corporate Trustee Services Limited, as trustee under the indenture referred to below (in such capacity, the “Trustee”) and The Bank of New York Mellon, London Branch, as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
DATED 5 FEBRUARY 2019Purchase and Sale Agreement • April 5th, 2019 • Grifols SA • Pharmaceutical preparations
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
SHARE AND ASSET PURCHASE AGREEMENT by and among NOVARTIS VACCINES AND DIAGNOSTICS, INC., NOVARTIS CORPORATION, AS GUARANTOR, G-C DIAGNOSTICS CORP., and GRIFOLS, S.A., AS GUARANTOR, dated as of November 10, 2013Share and Asset Purchase Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This Share and Asset Purchase Agreement (this “Agreement”), dated as of November 10, 2013, is entered into between Novartis Vaccines and Diagnostics, Inc., a Delaware corporation (“Seller”) and, solely for the purposes of Section 6.20(a), Novartis Corporation, a New York corporation (“Novartis Corporation”), G-C Diagnostics Corp., a Delaware corporation (“Buyer”), and, solely for the purposes of Section 6.20(b), Grifols, S.A., a company (sociedad anónima) organized under the Laws of Spain (“Grifols”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This TRADEMARK SECURITY AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 19th, 2024 • Grifols SA • Pharmaceutical preparations • New York
This SUPPLEMENTAL INDENTURE, dated as of July 21, 2023 (this “Supplemental Indenture”), is entered into by and among Grifols, S.A., a company organized under the laws of Spain (the “Company”), the other parties that are signatories hereof as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • April 18th, 2023 • Grifols SA • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 21, 2022 among Grifols Escrow Issuer, S.A.U. (the “Guaranteeing Subsidiary”), Grifols, S.A. (the “Issuer”), and BNY Mellon Corporate Trustee Services Limited, as trustee under the indenture referred to below (the “Trustee”).
