Standard Contracts
ELANCO ANIMAL HEALTH INCORPORATED, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of August 28, 2018Indenture • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of August 28, 2018, between Elanco Animal Health Incorporated, an Indiana corporation (herein called the “Company”), having its principal executive offices at c/o Eli Lilly and Company, 2500 Innovation Way, Greenfield, Indiana 46140, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (herein called the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among ELANCO ANIMAL HEALTH INCORPORATED, KNIGHT MERGER SUB, INC. and KINDRED BIOSCIENCES, INC. dated as of June 15, 2021Merger Agreement • June 16th, 2021 • Elanco Animal Health Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 15, 2021, is by and among Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), Knight Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Kindred Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings ascribed to such terms in Annex I or as otherwise defined elsewhere in this Agreement. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
Form of Elanco Animal Health Incorporated Common Stock Underwriting AgreementUnderwriting Agreement • September 6th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, no par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Underwriting AgreementUnderwriting Agreement • January 27th, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 22,694,732 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,269,473 additional shares (the “Optional Shares”) of common stock, no par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
PURCHASE CONTRACT AGREEMENT Dated as of January 27, 2020 between ELANCO ANIMAL HEALTH INCORPORATED and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Purchase Contract Agent, as Attorney-in-Fact for the Holders of Equity-Linked Securities from time to time...Purchase Contract Agreement • January 27th, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among ELANCO ANIMAL HEALTH INCORPORATED, ELANCO ATHENS INC. and ARATANA THERAPEUTICS, INC. Dated as of April 26, 2019Merger Agreement • April 26th, 2019 • Elanco Animal Health Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 26, 2019 by and among Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), Elanco Athens Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Aratana Therapeutics, Inc., a Delaware corporation (the “Company”).
Elanco Restricted Stock Unit Award Agreement Page 3 them in the Elanco Animal Health, Inc. 2018 Change in Control Severance Pay Plan for Employees or the Elanco Animal Health, Inc. 2018 Change in Control Severance Pay Plan for Select Employees (both...Restricted Stock Unit Award Agreement • March 1st, 2023 • Elanco Animal Health Inc • Pharmaceutical preparations
Elanco Animal Health Incorporated Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 20th, 2019 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Restricted Stock Unit Award has been granted on March 1, 2019 (“Grant Date”) by Elanco Animal Health Incorporated, an Indiana corporation (“Elanco” or the “Company”), to the Eligible Individual who has received this Restricted Stock Unit Award Agreement (the “Grantee”).
Elanco Animal Health Incorporated Performance-Based Award AgreementPerformance-Based Award Agreement • March 1st, 2023 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Performance-Based Award is granted on _________ __, 2022 (“Grant Date”), by Elanco Animal Health Incorporated, an Indiana corporation (“Elanco” or the “Company”), to the Eligible Individual who has received this Performance-Based Award Agreement (the “Grantee”).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Transitional Services Agreement (this “Agreement”), dated as of September 24, 2018, is entered into by and between Eli Lilly and Company, an Indiana corporation (“Lilly”) and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of September 24, 2018 and effective as of the Effective Date (as defined in the Separation Agreement), is entered into by and among Eli Lilly and Company, an Indiana corporation (the “Licensor”); Elanco Animal Health Incorporated, an Indiana corporation (the “Licensee”); and, solely for the purposes of Section 11(a)(iii), Elanco US Inc., a Delaware corporation (“Elanco US”).
INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENTIntellectual Property and Technology License Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
THIS INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENT (this “Agreement”), dated as of September 24, 2018 (the “Effective Date”), is entered into by and among Eli Lilly and Company, a corporation organized under the laws of Indiana (“Lilly”), on behalf of itself and the Lilly Subsidiaries; Elanco Animal Health Incorporated, a corporation organized under the laws of Indiana (“Elanco”), on behalf of itself and the Elanco Subsidiaries; and, solely for the purposes of Section 8.01(d), Elanco US Inc., a corporation organized under the laws of Delaware (“Elanco US”).
ELANCO UK AH LIMITED AND ELI LILLY EXPORT S.A.Toll Manufacturing and Supply Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations
THIS TOLL MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of September 24, 2018 (the “Effective Date”), is entered into by and between Elanco UK AH Limited, a corporation organized under the laws of the United Kingdom (the “Supplier”), and Eli Lilly Export S.A., a company organized under the laws of Switzerland (the “Purchaser”) (Supplier and Purchaser hereinafter referred to individually as a “Party” or collectively as the “Parties”).
TAX MATTERS AGREEMENT BY AND BETWEEN ELI LILLY AND COMPANY AND ELANCO ANIMAL HEALTH INCORPORATED Dated as of September 24, 2018Tax Matters Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 24, 2018, is by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”) (Lilly and the Company are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Master Separation Agreement by and between Lilly and the Company, dated as of the date hereof (the “Separation Agreement”).
Elanco Animal Health Incorporated Replacement Performance-Based Award AgreementReplacement Performance-Based Award Agreement • February 20th, 2019 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Replacement Performance-Based Award has been granted on February 12, 2019, (“Grant Date”), by Elanco Animal Health Incorporated, an Indiana corporation, (“Elanco” or the “Company”) to the Eligible Individual who has received this Replacement Performance-Based Award Agreement (the “Grantee”).
Elanco Animal Health Incorporated Replacement Restricted Stock Unit Award AgreementReplacement Restricted Stock Unit Award Agreement • February 20th, 2019 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Replacement Restricted Stock Unit Award has been granted on [insert grant date] (“Grant Date”) by Elanco Animal Health Incorporated, an Indiana corporation (“Elanco” or the “Company”), to the Eligible Individual who has received this Replacement Restricted Stock Unit Award Agreement (the “Grantee”).
Elanco Animal Health Incorporated Nonqualified Stock Option Award AgreementNonqualified Stock Option Award Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Nonqualified Stock Option has been granted on [INSERT DATE] (“Grant Date”) by Elanco Animal Health Incorporated, an Indiana corporation, (“Elanco” or the “Company”), to the Eligible Individual who has received this Nonqualified Stock Option Award Agreement (the “Grantee”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 24, 2018, is by and between Eli Lilly and Company, an Indiana corporation (“Lilly”) and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”). Lilly and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Cooperation AgreementCooperation Agreement • December 15th, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
Elanco Animal Health Incorporated (the “Company”), on the one hand, and Sachem Head Capital Management LP (“Sachem Head”), on behalf of the entities listed on Schedule A, on the other hand, have mutually agreed to the terms contained in this letter agreement (this “Letter Agreement”). For purposes of this Letter Agreement, we refer to each of the Company and Sachem Head as a “Party” and, collectively, as the “Parties.”
FORM OF SUPPORT AGREEMENTSupport Agreement • June 16th, 2021 • Elanco Animal Health Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated June 15, 2021, is by and among [ ] (“Stockholder”), Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), and Knight Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 2018 (this “Agreement”), is by and between Elanco Animal Health Incorporated, an Indiana corporation (“Elanco”), and Eli Lilly and Company, an Indiana corporation (“Eli Lilly”).
ELANCO ANIMAL HEALTH INCORPORATED, as Issuer, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Second Supplemental Indenture Dated as of January 27, 2020 to Indenture Dated as of August 28, 2018Second Supplemental Indenture • January 27th, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Elanco Animal Health Incorporated Replacement Restricted Stock Unit Award AgreementReplacement Restricted Stock Unit Award Agreement • May 14th, 2019 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
ASSET PURCHASE AGREEMENT BY AND BETWEEN ELANCO ANIMAL HEALTH, INC., as Seller and INTERVET INTERNATIONAL B.V., as Buyer DATED AS OF FEBRUARY 5, 2024Asset Purchase Agreement • February 5th, 2024 • Elanco Animal Health Inc • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT is made and entered into as of February 5, 2024 (the “Agreement Date”) by and between Elanco Animal Health, Inc., an Indiana corporation (“Seller” and, together with the Seller Divesting Entities (as hereinafter defined), the “Seller Parties”), and Intervet International B.V., a Dutch private company with limited liability (“Buyer” and, together with Seller, the “Parties”).
EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated August 28, 2018 (this “Agreement”), is entered into by and among Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (the “Representatives”), as representatives of the purchasers listed on Schedule 1 (the “Purchasers”) to the Purchase Agreement, dated as of August 14, 2018, between the Company and the Representatives (the “Purchase Agreement”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATAShare and Asset Purchase Agreement • January 21st, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations
On August 20, 2019, Elanco Animal Health Incorporated (“Elanco,” “our” or “we”) and Bayer Aktiengesellschaft (“Bayer”) entered into the Share and Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Elanco agreed to purchase Bayer’s animal health business (the “Bayer Animal Health Business”) in exchange for cash and Elanco shares (the “Acquisition”). The unaudited pro forma condensed combined financial data set forth below gives effect to the following:
Consulting AgreementConsulting Agreement • August 8th, 2022 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This CONSULTING AGREEMENT (the “Agreement”) is made by and between Aaron Schacht (“you” or “Consultant”) and Elanco US Inc., and its affiliates (the “Company”) (collectively, the “Parties”).
RECEIVABLES LOAN AGREEMENT among ELANCO SPEAR LLC, as Borrower ELANCO US INC., as initial Servicer THE VARIOUS LENDERS AND LENDER AGENTS FROM TIME TO TIME PARTY HERETO and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent Dated as...Receivables Loan Agreement • August 7th, 2023 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Underwriting AgreementUnderwriting Agreement • December 3rd, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Bayer World Investments B.V., a Dutch private limited company (the “Selling Shareholder”) and shareholder of Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 54,500,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 8,175,000 additional shares (the “Optional Shares”) of common stock, no par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). To the extent there are no additional Underwriters listed on Schedule I hereto other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 1st, 2021 • Elanco Animal Health Inc • Pharmaceutical preparations
This First Amendment (this “Amendment”) is made and entered into as of June 30, 2021, by and among Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), Knight Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Kindred Biosciences, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
Form of Restricted Stock Unit Award Agreement for DirectorsRestricted Stock Unit Award Agreement • May 14th, 2019 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
Underwriting AgreementUnderwriting Agreement • January 27th, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,000,000 5.00% tangible equity units (the “Units”) of the Company (said Units being hereinafter called the “Securities” and the offer and sale of the Securities hereunder being called the “Units Offering”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2024 • Elanco Animal Health Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), is hereby entered into as of July 1, 2024, by and between Elanco Animal Health, Inc., an Indiana corporation (“Seller” and, together with the Seller Divesting Entities, the “Seller Parties”), and Intervet International B.V., a Dutch private company with limited liability (“Buyer” and, together with Seller, the “Parties”). Capitalized terms used but not otherwise defined herein have their respective meanings in the Asset Purchase Agreement (as defined below).
SERVICES AGREEMENTServices Agreement • February 28th, 2022 • Elanco Animal Health Inc • Pharmaceutical preparations
This Services Agreement (this “Agreement”), dated as of January 1, 2022 (the “Effective Date”), is by and between MBRD Service Company, an Indiana limited liability company, with offices located at 9400 Priority Way W. Drive, Indianapolis, IN 46240 (the “Service Provider”) and Elanco US Inc., a Delaware corporation, with offices located at 2500 Innovation Way, Greenfield, IN 46140 (the “Elanco”).
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • June 25th, 2021 • Elanco Animal Health Inc • Pharmaceutical preparations • Delaware
This Mutual Confidentiality Agreement (this “Agreement”) is entered into as of January 11, 2020 by and between Kindred Biosciences, Inc., a Delaware corporation with its principal place of business at 1555 Bayshore Highway, Suite 200, Burlingame, California 94010 USA (“KindredBio”) and Elanco US Inc., a Delaware corporation with its principal place of business at 2500 Innovation Way, P.O. Box 708, Greenfield IN 46140 (“Elanco”).
