INDENTURE Dated as of May 17, 2024 among ORGANON & CO., as Issuer, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, 7.875% SENIOR NOTES DUE 2034Indenture • May 17th, 2024 • Organon & Co. • Pharmaceutical preparations • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 2021 (the “Effective Date”) by and between Organon & Co., a Delaware corporation (the “Company”), and (the “Indemnitee”).
INDENTURE Dated as of May 17, 2024 among ORGANON & CO., as Issuer, ORGANON FOREIGN DEBT CO-ISSUER B.V., as Co-Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent, 6.750% SENIOR SECURED NOTES DUE 2034Indenture • May 17th, 2024 • Organon & Co. • Pharmaceutical preparations • New York
This INDENTURE, dated as of May 17, 2024, is among Organon & Co., a Delaware corporation (the “Issuer”), Organon Foreign Debt Co-Issuer B.V., a private limited liability company incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) having its official seat (statutaire zetel) in Oss, The Netherlands, having its registered office at Kloosterstraat 6, 5349 AB Oss, The Netherlands, and registered with the trade register of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 82563098 (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
ORGANON TO MERCK TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York
This Transition Services Agreement (this “Agreement”), dated as of June 2, 2021 (the “Effective Date”) is entered into by and between Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”), and Organon International GmbH, a limited liability company organized under the laws of Switzerland (“Organon” and together with Merck, each a “Party” and collectively, the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021Employee Matters Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations
This EMPLOYEE MATTERS AGREEMENT dated as of June 2, 2021, is by and between Merck & Co., Inc., a New Jersey corporation (“Merck”) and Organon & Co., a Delaware corporation (“Organon”) (each a “Party” and together, the “Parties”).
TAX MATTERS AGREEMENT by and between MERCK & CO., INC. and ORGANON & CO.Tax Matters Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware
This Tax Matters Agreement (the “Agreement”) is entered into as of the 2 day of June, 2021, by and between Merck & Co., Inc. (“Merck”), a New Jersey corporation, and Organon & Co. (“Organon” and, together with Merck, the “Parties”), a Delaware corporation.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021Separation and Distribution Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 2, 2021, is by and between Merck & Co., Inc., a New Jersey corporation (“Merck”), and Organon & Co., a Delaware corporation (“Organon”) (each a “Party” and together, the “Parties”).
AMENDMENT NO. 6 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations
This Amendment No. 6 to Development and Commercialization Agreement (this “Amendment No. 6”) is effective as of December 19, 2018 (the “Amendment Date”) and is entered into by and between:
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SUPPLEMENTAL LICENSE AGREEMENT (NEXPLANON ROD TECHNOLOGY)Supplemental License Agreement • March 21st, 2022 • Organon & Co. • Pharmaceutical preparations • New York
This Supplemental License Agreement (this “Agreement”), dated as of 13 December 2021 (the “Effective Date”) is entered into by and between N.V. Organon, a private company with limited liability incorporated under the laws of the Netherlands (“Licensee”), and MERCK SHARP & DOHME B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Licensor” and together with Licensee, each a “Party” and collectively, the “Parties”).
AMENDMENT NO. 1 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations
This Amendment No. 1 to Development and Commercialization Agreement (this “Amendment”) is effective as of July 21, 2014 (the “Amendment Date”), and is entered into by and between SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea (“Samsung”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of the State of New Jersey, USA (“Merck”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDMENT NO. 5 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations
This Amendment No. 5 to Development and Commercialization Agreement (this “Amendment No. 5”) is effective as of October 15, 2018 (the “Amendment Effective Date”) and is entered into by and between:
AMENDMENT NO. 2 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations
This Amendment No. 2 to Development and Commercialization Agreement (this “Amendment No. 2”) is effective as of Aug 2, 2017 (the “Amendment Date”), and is entered into by and between SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea (“Samsung”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of the State of New Jersey, USA (“Merck”).
AMENDMENT NO. 3 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations
This Amendment No. 3 to Development and Commercialization Agreement (this “Amendment No. 3) is effective as of October 1, 2017 (the “Amendment Effective Date”) and is entered into by and between:
SPECIFIED TECHNOLOGY LICENSE AGREEMENT (NEXPLANON ROD TECHNOLOGY)Specified Technology License Agreement • March 17th, 2021 • Organon & Co. • Pharmaceutical preparations • New York
This Specified Technology License Agreement (this “Agreement”), dated as of October 28, 2020 (the “Effective Date”) is entered into by and between MERCK SHARP & DOHME B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Licensee”), and MSD RT B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Licensor” and together with Licensee, each a “Party” and collectively, the “Parties”).
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and between SAMSUNG BIOEPIS CO., LTD. and MERCK SHARP & DOHME CORP.Development and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations • New York
This Development and Commercialization Agreement (this “Agreement”) is effective as of February 18, 2013 (the “Effective Date”), and is entered into by and between SAMSUNG BIOEPIS CO., LTD., a corporation organized and existing under the laws of the Republic of Korea (“Samsung”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of the State of New Jersey, USA (“Merck”).
AMENDMENT NO. 7 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations
This Amendment No. 7 to Development and Commercialization Agreement (this “Amendment No. 7) is effective as of May 15, 2020 (the “Amendment Effective Date”) and is entered into by and between:
AGREEMENT AND PLAN OF MERGER BY AND AMONG ORGANON & CO., ORGANON BERMUDA LTD., DERMAVANT SCIENCES LTD. AND ROIVANT SCIENCES LTD. solely in its capacity as Securityholders’ Representative (for the limited purposes described herein) DATED AS OF...Agreement and Plan of Merger • September 23rd, 2024 • Organon & Co. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 17, 2024 (the “Execution Date”), by and among Organon & Co., a Delaware corporation (“Parent”), Organon Bermuda Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and an indirect wholly owned subsidiary of Parent (“Merger Sub”), Dermavant Sciences Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and Roivant Sciences Ltd., an exempted company limited by shares incorporated under the laws of Bermuda, solely in its capacity as the representative of the securityholders of the Company (the “Securityholders’ Representative”). Parent, Merger Sub, the Company and the Securityholders’ Representative are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 4 TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • April 14th, 2021 • Organon & Co. • Pharmaceutical preparations
This Amendment No. 4 to Development and Commercialization Agreement (this “Amendment No. 4”) is effective as of September 1, 2018 (the “Amendment Effective Date”) and is entered into by and between:
Organon] Confidential To: Subject: SEPARATION AGREEMENT AND GENERAL RELEASE Date:Separation Agreement and General Release • February 26th, 2024 • Organon & Co. • Pharmaceutical preparations
This memorandum will confirm that your employment at Organon & Co. (“Organon” or the "Company") and/or one of its Affiliates (as defined below) is ending as the result of a termination without cause. You are entitled to certain benefits in accordance with the Organon Executive Severance Program ("Severance Program") provided that you sign and do not revoke the attached Separation Agreement and General Release ("Separation Agreement") in accordance with the time periods set forth below.
