Schering Plough Corp Sample Contracts

THE BANK OF NEW YORK Rights Agent Rights Agreement
Rights Agreement • July 14th, 1997 • Schering Plough Corp • Pharmaceutical preparations • New Jersey
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EXECUTION VERSION SCHERING-PLOUGH CORPORATION 6.00% MANDATORY CONVERTIBLE PREFERRED STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • August 10th, 2004 • Schering Plough Corp • Pharmaceutical preparations • New York
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Indenture • March 2nd, 2004 • Schering Plough Corp • Pharmaceutical preparations • New York
ARTICLE I DEFINITIONS
Distribution Agreement • February 26th, 2004 • Schering Plough Corp • Pharmaceutical preparations • Pennsylvania
EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2007 • Schering Plough Corp • Pharmaceutical preparations • New Jersey

AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and Thomas J. Sabatino, Jr., (the “Executive”), dated as of the 15th day of April, 2004.

AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019
Merger Agreement • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

ARTICLE I DEFINITIONS
Distribution Agreement • May 3rd, 2004 • Schering Plough Corp • Pharmaceutical preparations • Pennsylvania
EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2002 • Schering Plough Corp • Pharmaceutical preparations • New Jersey

AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the "Company") and ___________(the "Executive"), dated as of the ___ day of _________, _____.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • March 9th, 2005 • Schering Plough Corp • Pharmaceutical preparations • New Jersey

AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and ___, (the “Executive”), is dated as of the ___day of ___, 200_.

CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of December 4, 2018, between IMMUNE DESIGN CORP., a Delaware corporation (the “Company”), and Merck Sharp & Dohme Corp., a New Jersey corporation (“Counterparty”).

SCHERING-PLOUGH CORPORATION Underwriting Agreement
Underwriting Agreement • September 17th, 2007 • Schering Plough Corp • Pharmaceutical preparations • New York

Schering-Plough Corporation, a New Jersey corporation (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 you are acting as representatives, (the “Representatives”) an aggregate of $1,000,000,000 principal amount of the 6.00% Senior Notes due 2017 (the “2017 Notes”) and $1,000,000,000 principal amount of the 6.55% Senior Notes due 2037 specified above (the “2037 Notes” and, together with the 2017 Notes, the “Securities”). The proceeds from the sale of the Securities are intended to be used to fund a portion of the purchase price for the Company’s planned acquisition of Organon BioSciences N.V., a Netherlands company (“Organon BioSciences”) pursuant to a Letter of Offer, dated March 12, 2007, between the Company and Akzo Nobel N.V., or, if the acquisition is not completed, for general corporate purposes.

EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2006 • Schering Plough Corp • Pharmaceutical preparations • New Jersey

AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and Robert J. Bertolini (the “Executive”), dated as of the 19th day of December, 2006. This Agreement is a restatement of and supersedes and replaces the change of control Employment Agreement between the Company and the Executive dated as of November 17, 2003. This Agreement does not alter the terms of the letter agreement between the Company and the Executive dated November 4, 2003 regarding the terms of the Executive’s employment with the Company, which letter agreement remains in full force and effect.

MERCK & CO., INC. Form of Debt Underwriting Agreement
Debt Underwriting Agreement • March 19th, 2024 • Merck & Co., Inc. • Pharmaceutical preparations

Merck & Co., Inc., a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $ principal amount of its % Notes due (the “Securities”).

BRIDGE LOAN AGREEMENT dated as of December 22, 2014 among MERCK & CO., INC., as Borrower, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and DEUTSCHE BANK SECURITIES INC. Joint Lead Arrangers...
Bridge Loan Agreement • December 22nd, 2014 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware

WHEREAS, the Borrower has agreed to acquire (the “Acquisition”) Cubist Pharmaceuticals, Inc., a Delaware corporation (the “Target”), pursuant to that certain Agreement and Plan of Merger, dated as of December 8, 2014, by and among the Borrower, Mavec Corporation, a Delaware corporation and a wholly-owned subsidiary of the Borrower (“Purchaser”), and the Target (as amended, supplemented or otherwise modified from time to time, the “Acquisition Agreement”);

SUPPLEMENT to employment Agreement
Employment Agreement • March 29th, 2002 • Schering Plough Corp • Pharmaceutical preparations

This SUPPLEMENT to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey corporation (the "Company"), and Richard W. Zahn (the "Executive"), dated as of October 24, 1995 and amended as of September 28, 1999 and January 1, 2002 (as amended, the "Employment Agreement"), is dated as of the 1st day of January, 2002. Capitalized terms used but not defined in this Supplement have the meanings given to them in the Employment Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Schering Plough Corp • Pharmaceutical preparations • New Jersey

This Agreement is made by and between Schering-Plough Corporation, a New Jersey Corporation (the “Company”), and Brent Saunders (the “Executive”), as of the 19th day of December, 2006 (the “Commencement Date”). This Agreement is a restatement of and supersedes and replaces (i) the letter from the Company to Executive dated October 6, 2003 offering employment as Senior Vice President, Global Compliance and Business Practices and (ii) the change of control Employment Agreement between the Company and the Executive dated as of November 1, 2003.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2008 • Schering Plough Corp • Pharmaceutical preparations

This FIRST AMENDMENT (the “Amendment”) to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey Corporation (the “Company”), and Carrie S. Cox (the “Executive”), dated as of the 12th day of May, 2003 (the “Employment Agreement”), is made and entered into as of the 9th day of December, 2008.

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AMENDMENT to employment agreement
Employment Agreement • March 29th, 2002 • Schering Plough Corp • Pharmaceutical preparations

This AMENDMENT to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey corporation (the "Company"), and [Executive] (the "Executive"), dated as of the __ day of __________, ____- (the "Employment Agreement"), is dated as of the 1ST day of January, 2002.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 27th, 2009 • Schering Plough Corp • Pharmaceutical preparations • New Jersey

AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and , (the “Executive”), is dated as of the ___ day of , (the “Commencement Date”).

AGREEMENT AND PLAN OF MERGER by and among MERCK & CO., INC., SCHERING-PLOUGH CORPORATION, BLUE, INC., and PURPLE, INC.
Merger Agreement • March 11th, 2009 • Schering Plough Corp • Pharmaceutical preparations

THIS AGREEMENT AND PLAN OF MERGER is made as of March 8, 2009, by and among Merck & Co., Inc., a New Jersey corporation (“Mercury”), Schering-Plough Corporation, a New Jersey corporation (“Saturn”), Blue, Inc., a New Jersey corporation and a wholly owned subsidiary of Saturn (“Merger Sub 1”), and Purple, Inc., a New Jersey corporation and a wholly owned subsidiary of Saturn (“Merger Sub 2”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2008 • Schering Plough Corp • Pharmaceutical preparations

This FIRST AMENDMENT (the “Amendment”) to the Employment Agreement by and between Schering-Plough Corporation, a New Jersey Corporation (the “Company”), and Thomas Koestler (the “Executive”), dated as of the 19th day of December, 2006 (the “Employment Agreement”), is made and entered into as of the 9th day of December, 2008.

Trustee PARTICIPATION RIGHTS AGREEMENT
Participation Rights Agreement • December 29th, 1995 • Schering Plough Corp • Pharmaceutical preparations • New York
BY AND AMONG
Cholesterol Governance Agreement • October 21st, 2002 • Schering Plough Corp • Pharmaceutical preparations • Delaware
TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • April 15th, 2011 • Merck & Co. Inc. • Pharmaceutical preparations • Delaware

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 5, 2011, is entered into by and among Merck & Co. Inc., a company formed under the laws of New Jersey (“Parent”), Monarch Transaction Corp., a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”) and Warburg Pincus Private Equity IX, L.P., a limited partnership organized under the laws of Delaware (“Stockholder”).

Joint Filing Agreement Pursuant to Rule 13d-1
Joint Filing Agreement • February 2nd, 2022 • Merck & Co., Inc. • Pharmaceutical preparations

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2002 • Schering Plough Corp • Pharmaceutical preparations

THIS SIXTH AMENDMENT to the Employment Agreement by and between SCHERING-PLOUGH CORPORATION, a New Jersey corporation (the "Company"), and RICHARD J. KOGAN (the "Employee"), dated as of September 26, 1989, as amended as of June 28, 1994, and as further amended as of March 1, 1995, and as further amended as of October 24, 1995, and as further amended as of February 25, 1998, and as further amended as of November 1, 1998 (as so amended, the "Employment Agreement") is made and entered into as of this 15th day of May, 2002.

MASTER TERMINATION AGREEMENT AND RELEASE
Master Termination Agreement and Release • March 24th, 2011 • Merck & Co. Inc. • Pharmaceutical preparations • New York
SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 2nd, 2007 • Schering Plough Corp • Pharmaceutical preparations

relating to the shares in Organon BioSciences N.V., the holding company for the human healthcare and animal healthcare activities of the Akzo Nobel group

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