Standard Contracts
ZOETIS INC., as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of January 28, 2013Indenture • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of January 28, 2013, between Zoetis Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at c/o Pfizer, 5 Giralda Farms, Madison, New Jersey 07940, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (herein called the “Trustee”).
ZOETIS INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights Agreement Dated as of November 14, 2014Rights Agreement • November 17th, 2014 • Zoetis Inc. • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT, dated as of November 14, 2014 (the "Agreement"), between Zoetis Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally charted trust company (the "Rights Agent").
Zoetis Inc. [ ] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
The global separation agreement, transitional services agreement, tax matters agreement, research and development collaboration and license agreement, employee matters agreement, master manufacturing and supply agreements, environmental matters agreement, intellectual property license agreements, registration rights agreement and Brazil lease agreements, as described under the heading “Certain relationships and related party transactions” in the Pricing Disclosure Package and Prospectus are referred to, collectively, as the “Separation Agreements.”
U.S. $1,000,000,000 REVOLVING CREDIT AGREEMENT dated as of December 21, 2012, among ZOETIS INC., THE LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIBANK, N.A. BANK OF AMERICA, N.A., BARCLAYS BANK PLC, DEUTSCHE BANK...Revolving Credit Agreement • December 28th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
The lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof; and
AGREEMENT AND PLAN OF MERGER by and among ZOETIS INC., ZEUS MERGER SUB, INC. and ABAXIS, INC.Merger Agreement • May 16th, 2018 • Zoetis Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 15, 2018, by and among Zoetis Inc., a Delaware corporation (“Parent”), Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Abaxis, Inc., a California corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT by and among Zoetis Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Deutsche Bank Securities Inc., as Representatives of the several Initial Purchasers Dated as of January 28, 2013Registration Rights Agreement • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2013, by and among Zoetis Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below), each of which has agreed to purchase the Company’s 1.150% Senior Notes due 2016, 1.875% Senior Notes due 2018, 3.250% Senior Notes due 2023 and 4.700% Senior Notes due 2043 (collectively, the “Initial Securities”) pursuant to the Purchase Agreement.
U.S. $1,000,000,000 REVOLVING CREDIT AGREEMENT dated as of December 21, 2016, among ZOETIS INC., THE LENDERS NAMED HEREIN THE ISSUING BANKS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC,...Revolving Credit Agreement • December 21st, 2016 • Zoetis Inc. • Pharmaceutical preparations • New York
REVOLVING CREDIT AGREEMENT dated as of December 21, 2016 among ZOETIS INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); the lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof; the issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof and the Issuing Banks (as hereinafter defined) becoming party hereto after the date hereof; and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Lenders.
TAX MATTERS AGREEMENTTax Matters Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of February 6, 2013, by and among Pfizer Inc., a Delaware corporation (“Pfizer”), and Zoetis Inc. a Delaware corporation and a wholly owned subsidiary of Pfizer (“Zoetis”) (Pfizer and Zoetis are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
PATENT AND KNOW-HOW LICENSE AGREEMENTPatent and Know-How License Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS PATENT AND KNOW-HOW LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
GLOBAL SEPARATION AGREEMENT by and between PFIZER INC. and ZOETIS INC. Dated as of February 6, 2013Global Separation Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS GLOBAL SEPARATION AGREEMENT, dated as of February 6, 2013, is by and between PFIZER INC., a Delaware corporation ("Pfizer") and ZOETIS INC., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
TRADEMARK AND COPYRIGHT LICENSE AGREEMENTTrademark and Copyright License Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS TRADEMARK AND COPYRIGHT LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of February 6, 2013 (this “Agreement”), is by and between Zoetis Inc., a Delaware corporation (“Zoetis”), and Pfizer Inc., a Delaware corporation (“Pfizer”).
Zoetis Inc.Letter Agreement • February 4th, 2015 • Zoetis Inc. • Pharmaceutical preparations • Delaware
We appreciate your continuing dialogue with us. The Board of Directors of Zoetis Inc. (the “Company”) has unanimously determined that the Company enter into this Letter Agreement and understands that the Pershing Square Group and, with respect to the obligations set forth in Section 11 (and the other Sections referred to in Section 11) below, the Sachem Head Group have determined to enter into this Letter Agreement as well. Certain capitalized terms used herein are defined in Section 9 below. In consideration of and in reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Pershing Square Group and, with respect to the obligations set forth in Section 11 below (and the other Sections referred to therein), the Sachem Head Group hereby agree and confirm as follows:
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
This Transitional Services Agreement (this "Agreement"), dated as of February 6, 2013, by and between PFIZER INC., a Delaware corporation ("Pfizer") and Zoetis Inc., a Delaware corporation (the "Company") (each, a "Party" and collectively, the "Parties").
DEBT-FOR-EQUITY EXCHANGE AGREEMENTDebt-for-Equity Exchange Agreement • January 29th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [ ], 2013 (this “Agreement”), among PFIZER INC., a Delaware corporation (“Pfizer”), J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY & CO. LLC (collectively, the “Investment Entities”), and, solely with respect to Sections 4(b) and 6 through 16 hereof, ZOETIS INC., a Delaware corporation and a direct, wholly owned subsidiary of Pfizer (“Zoetis”).
RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENTResearch and Development Collaboration and License Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
Parsippany, NJ 07054Separation Agreement • May 24th, 2024 • Zoetis Inc. • Pharmaceutical preparations • New York
On behalf of Zoetis Inc. (the “Company”) and its Board of Directors, I want to thank you for your years of service to the Company, during which you have made many meaningful contributions. This letter agreement (this “Letter Agreement”) sets forth the terms of your separation from service with the Company.
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • December 28th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of [—], 201[—], is by and among PFIZER INC., a Delaware corporation (“Pfizer”) and ZOETIS INC., a Delaware corporation (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PATENT AND KNOW-HOW LICENSE AGREEMENT (THE COMPANY AS LICENSOR)Patent and Know-How License Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS PATENT AND KNOW-HOW LICENSE AGREEMENT (the "Agreement") is made effective as of February 6, 2013 (the "Effective Date"), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 ("Pfizer") and Zoetis Inc., a Delaware corporation having its principal place of business at 5 Giralda Farms, Madison, NJ 07940 (the "Company"). Pfizer and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
ENVIRONMENTAL MATTERS AGREEMENTEnvironmental Matters Agreement • March 28th, 2013 • Zoetis Inc. • Pharmaceutical preparations • New York
This ENVIRONMENTAL MATTERS AGREEMENT, dated as of February 6, 2013, is by and among PFIZER INC., a Delaware corporation and ZOETIS INC., a Delaware corporation.
U.S. $1,000,000,000 REVOLVING CREDIT AGREEMENT dated as of December 21, 2022, among ZOETIS INC., THE LENDERS NAMED HEREIN THE ISSUING BANKS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC,...Revolving Credit Agreement • December 21st, 2022 • Zoetis Inc. • Pharmaceutical preparations • New York
REVOLVING CREDIT AGREEMENT dated as of December 21, 2022 among ZOETIS INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); the lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof; the issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof and the Issuing Banks (as hereinafter defined) becoming party hereto after the date hereof; and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Lenders.
MASTER MANUFACTURING AND SUPPLY AGREEMENT BETWEEN PFIZER INC. AND ZOETIS INC. DATED AS OF OCTOBER 1, 2012Master Manufacturing and Supply Agreement • October 11th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS MASTER MANUFACTURING AND SUPPLY AGREEMENT dated as of October 1, 2012 (the “Effective Date”) is made by and between Pfizer Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at 235 East 42nd Street, New York, NY 10017 (hereinafter “Pfizer”) and Zoetis Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at c/o Pfizer Inc. 235 East 42nd Street, New York, NY 10017 (hereinafter “Zoetis”). Pfizer and Zoetis may be referred to herein individually as a “Party” or collectively as the “Parties”.
THIS IS AN IMPORTANT LEGAL DOCUMENT AND THE COMPANY ADVISES YOU TO SPEAK WITH AN ATTORNEY BEFORE SIGNING IT. SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • August 12th, 2014 • Zoetis Inc. • Pharmaceutical preparations • Delaware
This Separation and Release Agreement (the “Release Agreement”) is between me and Zoetis Inc. (hereinafter “Zoetis”) regarding the termination of my employment with Zoetis or any affiliate of Zoetis (together, the “Company”).
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 2nd, 2015 • Zoetis Inc. • Pharmaceutical preparations • New York
AMENDMENT dated as of November 2, 2015 (the “Amendment”) to the Revolving Credit Agreement dated as of December 21, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among ZOETIS INC. (the “Company”), the several financial institutions from time to time party thereto (collectively, the “Lenders”; individually, a “Lender”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
Extension AgreementExtension Agreement • February 14th, 2019 • Zoetis Inc. • Pharmaceutical preparations • New York
This Extension Agreement shall be deemed to be a Loan Document for all purposes under the Credit Agreement. This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.
Extension AgreementExtension Agreement • February 15th, 2018 • Zoetis Inc. • Pharmaceutical preparations • New York
The undersigned hereby agrees to extend, effective December 21, 2017, the Maturity Date under the Revolving Credit Agreement dated as of December 21, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Zoetis Inc., the Lenders party thereto, the Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, for one year to December 21, 2022. Terms defined in the Credit Agreement are used herein with the same meaning.
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 24th, 2016 • Zoetis Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 2 dated as of February 19, 2016 (this “Amendment”) to the Revolving Credit Agreement dated as of December 21, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, including by Amendment No. 1 to Revolving Credit Agreement dated as of November 2, 2015, the “Credit Agreement”) among ZOETIS INC. (the “Borrower”), the several financial institutions from time to time party thereto (collectively, the “Lenders”; individually, a “Lender”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2013 • Zoetis Inc. • Pharmaceutical preparations • Delaware
This Agreement, made and entered into as of [ ], 2013 (“Agreement”), by and between Zoetis Inc., a Delaware corporation (“Company”), and (“Indemnitee”):
U.S. $500,000,000 364-DAY REVOLVING CREDIT AGREEMENT dated as of July 27, 2018, among ZOETIS INC., THE LENDERS FROM TIME TO TIME PARTY HERETO and364-Day Revolving Credit Agreement • August 2nd, 2018 • Zoetis Inc. • Pharmaceutical preparations • New York
364-DAY REVOLVING CREDIT AGREEMENT dated as of July 27, 2018 among ZOETIS INC., a Delaware corporation (the “Borrower”), the lenders (the “Initial Lenders”) listed on the signature pages hereof and the Lenders (as hereinafter defined) becoming party hereto after the date hereof and BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the Lenders.
