FOREST LABORATORIES, INC. and COMPUTERSHARE SHAREOWNER SERVICES Rights Agreement Dated as of August 27, 2012Rights Agreement • August 28th, 2012 • Forest Laboratories Inc • Pharmaceutical preparations • New York
Agreement, dated as of August 27, 2012, between FOREST LABORATORIES, INC., a Delaware corporation (the “Company”), and Computershare Shareowner Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
CREDIT AGREEMENTCredit Agreement • December 7th, 2012 • Forest Laboratories Inc • Pharmaceutical preparations • New York
In order to induce the Lenders to extend credit to the other Borrowers hereunder, but subject to the last sentence of this Article X, each Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of such other Borrowers. Each Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each Borrower absolutely and irrevocably and unconditionally jointly and severally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing Bank and the Lenders immediately on demand against any cost, loss or liability th
AGREEMENT AND PLAN OF MERGER by and among ACTAVIS PLC, TANGO US HOLDINGS INC., TANGO MERGER SUB 1 LLC, TANGO MERGER SUB 2 LLC and FOREST LABORATORIES, INC. dated as of February 17, 2014Merger Agreement • February 19th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 17, 2014, is by and among Actavis plc, a company incorporated under the laws of Ireland (“Parent”), Tango US Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“US Holdco”), Tango Merger Sub 1 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (“Merger Sub 1”), Tango Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”) and Forest Laboratories, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, US Holdco, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to the Purchase Agreement dated as of January 27, 2014 (the “Purchase Agreement”), between the Issuer and the Representative, on behalf of the Initial Purchasers, which provides for the sale by the Issuer to the Initial Purchasers of an aggregate of $1,050,000,000 principal amount of the Issuer’s 4.375% Senior Notes due 2019 (the “2019 Notes”) and an aggregate of $750,000,000 principal amount of the Issuer’s 4.875% Senior Notes due 2021 (the “2021 Notes”). As used herein, “Securities” shall mean the 2019 Notes and the 2021 Notes, as individual series of notes and not collectively. In order to induce the Initial Purchasers to enter into the Purchase Agreement and for good and valuable consideration to the Holders of the Securities, the Issuer has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closin
EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT (the "Agreement") by and between FOREST LABORATORIES, INC., a Delaware corporation (the “Company”) and Karen L. Ling (the “Executive”), dated as of February 7, 2014.
JPMorganCredit Agreement • December 13th, 2007 • Forest Laboratories Inc • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of December 7, 2007 among FOREST LABORATORIES, INC., as the Company, FOREST LABORATORIES HOLDINGS LIMITED and FOREST LABORATORIES IRELAND LIMITED, as Irish Borrowers, FOREST FINANCE B.V., as a Dutch Borrower, FOREST LABORATORIES UK LIMITED, as a UK Borrower, The Other Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A., CREDIT SUISSE, FIFTH THIRD BANK and THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND as Co-Syndication Agents __________________________________ J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead Arranger
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 3rd, 2014 • Forest Laboratories, LLC • Pharmaceutical preparations • New York
This Second Supplemental Indenture, dated as of July 1, 2014 (this “Supplemental Indenture”), among Tango Merger Sub 2 LLC, a Delaware limited liability company (the “Company”), as successor in interest to Forest Laboratories, Inc., a Delaware corporation (“Forest Labs”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) under the Indenture referred to below.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 3rd, 2014 • Forest Laboratories, LLC • Pharmaceutical preparations • New York
This Third Supplemental Indenture, dated as of July 1, 2014 (this “Supplemental Indenture”), among Actavis plc (the “Parent Guarantor”), Tango Merger Sub 2 LLC (the “Company”), as successor in interest to Forest Laboratories, Inc. (“Forest Labs”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) under the Indenture referred to below.
AGREEMENT AND PLAN OF MERGER Dated as of April 27, 2014 by and among FOREST LABORATORIES, INC., ROYAL EMPRESS, INC. and FURIEX PHARMACEUTICALS, INC.Merger Agreement • April 28th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2014 (this “Agreement”), is entered into by and among Forest Laboratories, Inc., a Delaware corporation (“Parent”), Royal Empress, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Furiex Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Defined terms used herein have the meanings provided in Section 8.13 and Section 8.14.
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2006 • Forest Laboratories Inc • Pharmaceutical preparations • New York
AGREEMENT by and between FOREST LABORATORIES, INC. Company, a Delaware corporation (the "Company") and Lawrence S. Olanoff, M.D., Ph.D. (the "Executive"), dated as of the 5th day of September, 2006. The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compe
Form of] CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • March 8th, 2011 • Forest Laboratories Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2011 (this “Agreement”), is entered into by and between FL HOLDING CV, an entity organized under the laws of the Netherlands (“Parent”), FOREST LABORATORIES, INC., a Delaware corporation (the “Guarantor”) and [ ], as Rights Agent (the “Rights Agent”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 3rd, 2014 • Forest Laboratories, LLC • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 2, 2014 (this “Agreement”), is entered into by and between Forest Laboratories, LLC, a Delaware limited liability company (“Parent”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 30th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This Stock Purchase Agreement, dated January 21, 2014 (the “Purchase Agreement”), is by and between Karen Ling (“Purchaser”) and Forest Laboratories, Inc., a Delaware corporation (“Seller”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 13th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This First Supplemental Indenture, dated as of June 12, 2014 (this “Supplemental Indenture”), between Forest Laboratories, Inc. (the “Company”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) under the Indenture referred to below.
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • April 29th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER VOTING AGREEMENT, dated as of April 27, 2014 (this “Agreement”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation (“Parent”), and each of the individuals or entities listed on the signature pages hereto (each, a “Stockholder” and, together, the “Stockholders”).
EMPLOYEE RESTRICTED STOCK AGREEMENT (Time-Based Conditions) Under The 2007 Equity Incentive Plan Of Forest Laboratories, Inc.Employee Restricted Stock Agreement • May 30th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
In consideration of services to be rendered by you (the "Grantee") to Forest Laboratories, Inc., a Delaware company (the "Company"), you have been awarded a stock grant (the "Grant") under the Company’s 2007 Equity Incentive Plan (the "2007 Plan"), which is incorporated herein by reference, covering a number of shares of Common Stock of the Company, par value $.10 per share (the "Shares") as listed on your restricted stock grant page (the "Information Page") on the website of the Stock Plan Administrator (as defined in Paragraph 14 below) subject to the terms and conditions of this Agreement and the 2007 Plan.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2014 • Forest Laboratories, LLC • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of June 30, 2014 (this “Amendment”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation, and Brenton L. Saunders (the “Executive”).
EMPLOYEE STOCK UNIT AGREEMENT (Time-Based Conditions) Under The 2007 Equity Incentive Plan of Forest Laboratories, Inc.Employee Stock Unit Agreement • May 30th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
In consideration of services to be rendered by you (the “Grantee”) to Forest Laboratories, Inc., a Delaware company (the “Company”), or to a subsidiary of the Company, you have been awarded a grant (the “Grant”) under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), which is incorporated herein by reference, of restricted stock units (each restricted stock unit awarded under the Grant, a “Stock Unit”) covering a number of shares of Common Stock of the Company, par value $0.10 per share (the “Shares”) as listed on your equity award page (the “Information Page”) on the website of the Stock Plan Administrator (as defined in Section 14 below), subject to the terms and conditions of this Agreement and the 2007 Plan. Each capitalized term used herein will have the meaning specified in the 2007 Plan, unless another meaning is specified in this Agreement.
CONSULTANT SERVICES LETTER AGREEMENTConsultant Services Agreement • May 23rd, 2013 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) amends and restates that certain consultant services letter agreement by and between the parties hereto dated as of January 1, 2011, and confirms our agreement for advisory and consulting services as follows:
CORPORATE INTEGRITY AGREEMENTCorporate Integrity Agreement • November 9th, 2010 • Forest Laboratories Inc • Pharmaceutical preparations
EMPLOYEE STOCK OPTION AGREEMENT Under The 2007 Equity Incentive Plan Of Forest Laboratories, Inc.Employee Stock Option Agreement • May 30th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
In consideration of services to be rendered by you (the "Optionee") to Forest Laboratories, Inc., a Delaware corporation (the "Company"), you have been granted an option (the "Option") under the Company’s 2007 Equity Incentive Plan (the "2007 Plan"), which is incorporated herein by reference, to purchase from the Company a number of shares of Common Stock of the Company (the "Shares") at the price per Share as listed on the Optionee’s option grant information page (the "Information Page") on the website of the Stock Plan Administrator (as defined in Section 14) subject to the terms and conditions of this Agreement and the 2007 Plan.
SECURITYHOLDER TENDER AND SUPPORT AGREEMENTSecurityholder Tender and Support Agreement • March 8th, 2011 • Forest Laboratories Inc • Pharmaceutical preparations • Delaware
This Securityholder Tender and Support Agreement dated as of February 22, 2011 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Securityholder”), FL HOLDING CV, an entity organized under the laws of the Netherlands (“Parent”) and, MAGNOLIA ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”) . Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Purchaser and CLINICAL DATA, INC., a Delaware corporation (the “Company”).
= Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.Nebivolol Development and Commercialization Agreement • May 30th, 2008 • Forest Laboratories Inc • Pharmaceutical preparations • New York
Explanatory Note: This Agreement was amended by the Amendment Agreement between the Parties dated as of February 27, 2008 (the "2008 Amendment"), a copy of which is being filed with the Securities and Exchange Commission simultaneous with the filing of this Agreement. Accordingly, this Agreement includes notations to direct readers to the 2008 Amendment with respect to those sections which were revised by the 2008 Amendment and has been conformed to reflect the deletion of those sections which were removed by the 2008 Amendment.
ContractFirst Amendment to Agreement • May 27th, 2011 • Forest Laboratories Inc • Pharmaceutical preparations
DIRECTOR STOCK OPTION AGREEMENT Under The 2007 Equity Incentive Plan Of Forest Laboratories, Inc.Director Stock Option Agreement • November 9th, 2007 • Forest Laboratories Inc • Pharmaceutical preparations • New York
In consideration of services to be rendered by you (the "Optionee") to Forest Laboratories, Inc., a Delaware corporation (the "Company"), as a non-employee director of the Company, you have been granted an option (the "Option") under the Company’s 2007 Equity Incentive Plan (the "2007 Plan"), which is incorporated herein by reference, to purchase from the Company a number of shares of Common Stock of the Company (the "Shares") at the price per Share as listed on the Optionee’s option grant information page (the "Information Page") on the website of the Stock Plan Administrator (as defined in Section 8 below) subject to the terms and conditions of this Agreement and the 2007 Plan.
LICENSE AND COOPERATION AGREEMENTLicense and Cooperation Agreement • June 14th, 2004 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This License and Cooperation Agreement (the "Agreement") is made and entered into this 28th day of June, 2000, by and between Merz + Co. GmbH & Co., a limited partnership with a limited company as its general partner organized and existing under the laws of Germany, with its principal business office located at Eckenheimer Landstrasse 100-104, D-60318 Frankfurt/Main, Germany ("Merz"), and Forest Laboratories Ireland Limited, a corporation organized and existing under the laws of the Republic of Ireland, with its principal business address located at Clonshaugh Industrial Estate, Clonshaugh, Dublin 17, Republic of Ireland ("Licensee").
EMPLOYEE STOCK UNIT AGREEMENT (Performance-Based Conditions) Under The 2007 Equity Incentive Plan of Forest Laboratories, Inc.Employee Stock Unit Agreement • May 25th, 2012 • Forest Laboratories Inc • Pharmaceutical preparations • New York
In consideration of services to be rendered by you (the “Grantee”) to Forest Laboratories, Inc., a Delaware company (the “Company”), you have been awarded a grant (the “Grant”) of Stock Equivalent Units (each Stock Equivalent Unit awarded under the Grant, a “Stock Unit”) under the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), which is incorporated herein by reference, covering a number of shares of Common Stock of the Company, par value $0.10 per share (the “Shares”) as further described herein, subject to the terms and conditions of this Agreement and the 2007 Plan. Each capitalized term used herein will have the meaning specified in the 2007 Plan, unless another meaning is specified in this Agreement. Certain terms and conditions of this Grant, including the grant date and the number of Stock Units granted to you hereunder (the “Targeted Stock Units”) are set forth on your equity award page (the “Information Page”) on the website of the Stock Plan Administrator (as defined
ASSET PURCHASE AGREEMENT By and between Merck Sharp & Dohme BV and Forest Laboratories Holdings Limited Dated as of November 29, 2013Asset Purchase Agreement • February 6th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is made and executed as of November 29, 2013 (the “Execution Date”), by and between Merck Sharp & Dohme BV, a limited liability company (a Besloten Vennootschap) organized and existing under the Laws of the Netherlands (“Seller”), and Forest Laboratories Holdings Limited, an Irish corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 30th, 2008 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This Separation Agreement and General Release ("Agreement") is made and entered into by and between DR. IVAN GERGEL ("Dr. Ivan Gergel") and FOREST LABORATORIES, INC. ("Forest").
JOINT FILING AGREEMENTJoint Filing Agreement • July 9th, 2014 • Forest Laboratories, LLC • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Furiex Pharmaceuticals, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
LICENSE, DEVELOPMENT, COMMERCIALISATION AND COOPERATION AGREEMENT By and between ALMIRALL PRODESFARMA, S.A. and FOREST LABORATORIES HOLDINGS LIMITED Dated: April 7, 2006License Agreement • February 7th, 2013 • Forest Laboratories Inc • Pharmaceutical preparations
This LICENSE, DEVELOPMENT, COMMERCIALISATION AND COOPERATION AGREEMENT (this "Agreement"), dated as of April 7, 2006, is entered by and between ALMIRALL PRODESFARMA, S.A. ("ALMIRALL"), a Spanish corporation having its principal place of business at Ronda General Mitre 151, 08022 Barcelona, Spain, acting in its own name and on behalf of its Affiliates and FOREST LABORATORIES HOLDINGS LIMITED ("FOREST"), an Irish corporation having its principal offices at Milner House, 18 Parliament Street, Hamilton, HM11, Bermuda, acting in its own name and on behalf of its Affiliates (ALMIRALL and FOREST shall be referred to herein individually as a "Party" and collectively as the "Parties").
AMENDED AND RESTATED PATENT AND KNOW-HOW LICENSE AGREEMENTPatent and Know-How License Agreement • February 6th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PATENT AND KNOW-HOW LICENSE AGREEMENT (the “Agreement”) dated this 17th day of December, 2013 (the “Restatement Effective Date”) by and between PIERRE FABRE MÉDICAMENT SAS, a corporation organized under the laws of France and having its principal offices at 45, Place Abel Gance 92100 Boulogne - France (“Pierre Fabre”) and FOREST LABORATORIES HOLDINGS LIMITED, a corporation organized under the laws of the Republic of Ireland and having its principal place of business at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda(“Forest”) a wholly-owned subsidiary of Forest Laboratories, Inc., a Delaware company having its principal offices at 909 Third Avenue, New York, New York 10022.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of February 16, 2014 (this “Amendment”), is entered into by and between Forest Laboratories, Inc., a Delaware corporation, and Brenton L. Saunders (the “Executive”).
LICENSE AGREEMENT By and between Merck Sharp & Dohme BV and Forest Laboratories Holdings Limited Dated as of January 10, 2014License Agreement • February 6th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into effective as of January 10, 2014 (the “Effective Date”) by and between Merck Sharp & Dohme BV, a limited liability company (a Besloten Vennootschap) organized and existing under the Laws of the Netherlands (“Seller”), and Forest Laboratories Holdings Limited, an entity organized and existing under the Laws of Ireland (“Buyer”). Seller and Buyer are sometimes referred herein individually as a “Party” and collectively as the “Parties.”
Fixed Dollar Collared Accelerated Share Repurchase TransactionFixed Dollar Collared Accelerated Share Repurchase Transaction • August 6th, 2010 • Forest Laboratories Inc • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. Incorporated (“MSCO”) and Forest Laboratories, Inc. (the “Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
