BAXALTA INCORPORATED [●] Shares of Common Stock Underwriting Agreement

Exhibit 1.1

BAXALTA INCORPORATED

[●] Shares of Common Stock

Underwriting Agreement

[●], 2016

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

Incorporated

Xxx Xxxxxx Xxxx

Xxx Xxxx, XX 00000

Credit Suisse Securities (USA) LLC

Eleven Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

UBS Securities LLC

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Certain stockholders named in Schedule 2 hereto (collectively, the “Selling Stockholders”), propose to sell to X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities (USA) LLC and UBS Securities LLC (collectively, the “Underwriters”) an aggregate of [●] shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of Baxalta Incorporated, a Delaware corporation (the “Company”). The Common Stock, including the Shares, has associated therewith rights (the “Rights”) to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $200 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The Rights were issued pursuant to a Rights Agreement, dated as of June 30, 2015 (and as amended pursuant to Amendment to Rights Agreement, dated as of January 11, 2016, the “Rights Agreement”), among the Company and Computershare Trust Company, N.A. and Computershare Inc., collectively as rights agent.

On the date hereof and prior to the execution of this Agreement, the Selling Stockholders entered into an exchange agreement (the “Exchange Agreement”) with Xxxxxx International Inc., a Delaware corporation (“Baxter”). Pursuant to the Exchange Agreement, and prior to the execution of this Agreement, Baxter transferred to the Selling Stockholders the Shares in exchange for certain indebtedness of Baxter held by the Selling Stockholders (the closing of such exchange being the “Exchange”).

The Company and the Selling Stockholders hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-1 (File No. 333-209373), including a prospectus, relating to the Shares and the Rights. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus.

At or prior to the Applicable Time (as defined below), the Company will have prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 15, 2016 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means [●] [a/p].m., New York City time, on [●], 2016.

2. Purchase of the Shares by the Underwriters.

(a) Each of the Selling Stockholders agrees, severally and not jointly, to sell the Shares set forth opposite their respective names in Schedule 2 hereto to itself as Underwriter as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from itself as Selling Stockholder at a purchase price per share of $[●] (the “Purchase Price”), the aggregate number of Shares set forth opposite such Underwriter’s name on Schedule 1 hereto.

(b) Each of the Company and the Selling Stockholders understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. Each of the Company and the Selling Stockholders acknowledges and agrees that the Underwriters may offer and sell Shares to or through affiliates of any Underwriter.

(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by each Selling Stockholder to the Underwriters, at the offices of Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, at 10:00 A.M. New York City time on [●], 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter (but in no event earlier than the closing of the Exchange), as the Underwriters, the Company and the Selling Stockholders may agree upon in writing. The time and date of such payment for the Shares is referred to herein as the “Closing Date”.

Payment for the Shares to be purchased on the Closing Date shall be made against delivery to X.X. Xxxxxx for the respective accounts of the several Underwriters of the Shares to be purchased on such

date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Selling Stockholders. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct.

(d) Each of the Company and the Selling Stockholders acknowledges and agrees that (i) the transactions contemplated by this Agreement are arm’s-length commercial transactions between the Company and the Underwriters, (ii) in connection therewith, and with the process leading to such transactions, the Underwriters are not acting as the agent or fiduciary of the Company or any of its subsidiaries, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto or any other obligation to the Company or any of its subsidiaries except the obligations expressly set forth in this Agreement, and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that any of the Underwriters owes a fiduciary or similar duty to the Company or any of its subsidiaries, in connection with such transactions or the process leading thereto.

3. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter and the Selling Stockholders that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act.

(b) Pricing Disclosure Package. As of the Applicable Time, and as of the Closing Date, the Pricing Disclosure Package will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) Baxter Information (as defined below), (ii) the Selling Stockholders’ Information (as defined below) or (iii) the Underwriters’ Information (as defined below).

(c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Underwriters. Each such Issuer Free Writing Prospectus complied on the date of its first use and will comply as of the Applicable Time in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus and all other such Issuer Free Writing Prospectuses accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus on the date of its first use and as of the Applicable Time did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with (i) Baxter Information, (ii) the Selling Stockholders’ Information or (iii) the Underwriters’ Information.

(d) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares is pending or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) Baxter Information, (ii) the Selling Stockholders’ Information or (iii) the Underwriters’ Information.

(e) Financial Statements. Except as noted therein, the combined and consolidated financial statements of the Company, and the related notes thereto, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and present fairly in all material respects the combined and consolidated financial position of the Company as of the dates indicated and the combined and consolidated results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis during the periods involved; the selected financial data of the Company and its subsidiaries contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the pro forma financial information of the Company, and the related notes thereto, contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and in accordance with the requirements of Regulation S-X, and the assumptions underlying such pro forma financial information are reasonable.

(f) Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) No Material Adverse Change. Since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise stated therein or contemplated thereby, (i) there has been no material adverse change in the business, management or condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings or the ability to continue to conduct business in the usual and ordinary course of the Company and its subsidiaries considered as one enterprise (a “Material Adverse Effect”), (ii) there has been no material transaction entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business or transactions which are not material in relation to the Company and its subsidiaries considered as one enterprise and (iii) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options described as outstanding in, and the grant or vesting of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock.

(h) Organization and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify would not reasonably be expected to result in a Material Adverse Effect. Each “significant subsidiary” of the Company, as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”) is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable, with corporate (or the equivalent) power and authority to own, lease and operate its properties and conduct its business as now being conducted; each Significant Subsidiary is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify would not reasonably be expected to result in a Material Adverse Effect. The subsidiaries listed on Annex B attached hereto are the only Significant Subsidiaries of the Company.

(i) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; all the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholders) have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the terms of the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other applicable equity interests of each Significant Subsidiary owned by the Company are owned directly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

(j) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(k) The Rights. The Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and general principles of equity; and the Rights have been duly authorized by the Company and validly issued, and the Preferred Stock has been duly authorized by the Company and validly reserved for issuance and, upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

(l) No Violation, Default or Conflicts. The execution, delivery and performance by the Company of this Agreement, the Merger Agreement (as defined below) and the Letter Agreement (as defined below), and the consummation by the Company of the transactions contemplated herein and therein, including the Merger (as defined below), do not or will not conflict with or constitute a breach of, or default under (i) the respective certificate of incorporation or formation or bylaws or limited liability company agreement of the Company or any Significant Subsidiary, (ii) any bond, debenture, note or other evidence of indebtedness or any contract, indenture, mortgage, loan agreement or lease to which the Company or any Significant Subsidiary is a party or by which it is bound, or (iii) any statute, law, administrative regulation or administrative or court decree, except with respect to clauses (ii) and (iii) above, for such conflicts, breaches or defaults that would not reasonably be expected to result in a Material Adverse Effect.

(m) No Consents Required. No consent, approval, authorization, order, registration, filing or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated herein, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(n) Legal Proceedings. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting the Company or any Significant Subsidiary, which could reasonably be expected to result in a Material Adverse Effect or would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement.

(o) Independent Accountants. PricewaterhouseCoopers LLP, which has audited and reported on certain financial statements of the Company, is an independent registered public accounting firm with respect to the Company as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission and the Public Company Accounting Oversight Board.

(p) Title to Intellectual Property. Except as would not be reasonably expected to have a Material Adverse Effect or as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or possess adequate

rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted, and, to the knowledge of the Company, the conduct of the respective businesses of the Company and its subsidiaries do not conflict in any material respect with any such rights of others. The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which would reasonably be expected to result in a Material Adverse Effect.

(q) Investment Company Act. The Company is not required to be registered under the Investment Company Act of 1940, as amended.

(r) Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any such license, certificate, permit or authorization, except for any such revocation, modification or non-renewal that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(s) Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (a) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release (as defined below) of Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses and (c) have not received written notice of liability under or relating to, or violation of, any Environmental Laws, including for the investigation or remediation of any Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(t) Hazardous Materials. There has been no storage, generation, transportation, use, handling, treatment, Release of Hazardous Materials by, relating to or caused by the Company or any of its subsidiaries (or, to the knowledge of the Company and its subsidiaries, any predecessor for whose acts or omissions the Company or any of its subsidiaries is or could reasonably be expected to be liable) at, on, under or from any property or facility now or, to the knowledge of the Company, previously owned, operated or leased by the Company or any of its subsidiaries, or, to the knowledge of the Company, at, on, under or from any other property or facility, in violation of any Environmental Laws, except for any violation or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Hazardous Materials”

means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into, from or through any building or structure.

(u) Disclosure Controls. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

(v) Accounting Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

(w) eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(x) No Unlawful Payments. Neither the Company nor any of its subsidiaries or affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, an “Affiliate”), directors or officers, nor to the Company’s knowledge any employees, agents or representatives of the Company or of any of its subsidiaries or Affiliate, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage; and the Company and its subsidiaries and Affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws and with the representations and warranties contained in this paragraph.

(y) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its

subsidiaries (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(z) No Conflicts with Sanctions Laws. Except to the extent authorized by the appropriate Sanctions-administering authority in accordance with U.S. law or as otherwise permitted by U.S. law, none of the Company, any of its subsidiaries or, to the knowledge of the Company or any of its subsidiaries, any of the directors, officers, agents, employees, or Affiliates of the Company or any of its subsidiaries is an individual or entity (“Person”) that is, or owned by a Person that is, (i) the subject or target of any sanctions administered or enforced by the U.S. government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Ukraine (including the Crimea region), Iran, North Korea, Sudan or Syria) where Sanctions prohibit or restrict the location, organization or residence of such Person in the country or territory.

(aa) No Registration Rights. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or, to the knowledge of the Company, the sale of the Shares to be sold by the Selling Stockholders hereunder.

(bb) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares (it being understood that the Company makes no statement as to the actions taken by or on behalf of such Underwriter or the Selling Stockholders in connection with the offering of the Shares contemplated hereby).

(cc) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer”, as defined in Rule 405 under the Securities Act. The Company has paid the registration fee for this offering pursuant to the applicable rules and regulations under the Securities Act.

(dd) Exchange Listing. The Shares have been approved for listing on the New York Stock Exchange (“NYSE”).

(ee) Merger Agreement and Letter Agreement. Each of that certain Agreement and Plan of Merger, dated as of January 11, 2016 (the “Merger Agreement”), by and among Shire plc, a company incorporated in Jersey, Channel Islands (“Shire”), BearTracks, Inc., a Delaware corporation and wholly owned subsidiary of Shire (“Sub”), and the Company, pursuant to which Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Shire (the “Merger”), and that certain Letter Agreement, dated as of January 11, 2016 (the “Letter Agreement”), by and among Shire, the Company and Xxxxxx has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of the Merger Agreement and the Letter Agreement by the other parties thereto, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and general principles of equity; and the execution, delivery and performance of each of the Merger Agreement and the Letter Agreement and the consummation of the transactions contemplated therein, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company (other than, in the case of the Merger, the affirmative vote in favor of the adoption of the Merger Agreement of the holders of a majority of the issued and outstanding shares of Common Stock that are entitled to vote thereon).

4. Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, represents and warrants to each Underwriter and the Company that:

(a) Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Exchange Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for consents, approvals, authorizations and orders that have been or will be obtained or made on or prior to the Closing Date; and this Agreement and the Exchange Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

(b) No Violation, Default or Conflicts. The execution, delivery and performance by such Selling Stockholder of this Agreement and the sale of the Shares to be sold by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereunder will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound, (ii) result in any violation of the provisions of the certificate of incorporation, certificate of formation, by-laws or limited liability company operating agreement of such Selling Stockholder or (iii) result in the violation of any law or statute or any administrative regulation or administrative or court decree, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, charge or encumbrance that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform, or prevent or materially interfere with the performance of such Selling Stockholder of, its obligations under this Agreement (a “Selling Stockholder Material Adverse Effect”).

(c) Title to Shares. Such Selling Stockholder will have, immediately prior to the time of the sale of the Shares on the Closing Date, good and valid title to the Shares to be sold by such Selling Stockholder at the Closing Date, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

(d) No Stabilization. Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares (it being understood that such Selling Stockholder makes no statement as to the actions taken by or on behalf of the Underwriters in connection with the offering of the Shares contemplated hereby).

(e) Pricing Disclosure Package. Such Selling Stockholder’s Selling Stockholder Information included in the Pricing Disclosure Package at the Applicable Time did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Stockholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Underwriters.

(g) Registration Statement and Prospectus. As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, such Selling Stockholder’s Selling Stockholder Information included in the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, such Selling Stockholder’s Selling Stockholder Information included in the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h) Material Information. As of the date hereof and as of the Closing Date, the sale of the Shares by such Selling Stockholder is not and will not be prompted by any material information concerning the Company known to such Selling Stockholder which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

(i) Organization and Good Standing. Such Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or lease of property or the conduct of its respective business requires such qualification, and has all power and authority necessary to own or hold its respective properties and to conduct the business in which it is engaged, except in each case where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a Selling Stockholder Material Adverse Effect.

5. Further Agreements of the Company. The Company covenants and agrees with each Underwriter and each Selling Stockholder that:

(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the second business day next succeeding the date of this Agreement in such quantities as the Underwriters may reasonably request.

(b) Delivery of Copies. The Company will deliver, without charge, (i) to the Underwriters, upon request, two photocopies of the signed Registration Statement as originally filed

and each amendment thereto and documents incorporated by reference therein, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Underwriters may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

(c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Underwriters and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Underwriters reasonably object.

(d) Notice to the Underwriters. The Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as reasonably possible the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and promptly prepare and, subject to paragraph (c) above, file with

the Commission and furnish to the Underwriters and to such dealers as the Underwriters may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and promptly prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Underwriters may designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

(f) Blue Sky Compliance. The Company will use its reasonable efforts in cooperation with the Underwriters to qualify the Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Underwriters shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally available to its security holders and the Underwriters as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement; provided, however, that such requirements shall be deemed to be met by the Company’s compliance with its timely reporting requirements pursuant to the Exchange Act.

(h) Clear Market. For a period of 30 days after the date of the Prospectus, the Company will not, directly or indirectly, (i) offer, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other equity or equity-linked securities of, or any securities convertible into or exercisable or exchangeable for Common Stock or any other equity or equity-linked securities of, the Company (collectively, “Baxalta Subject Securities”), (ii) publicly disclose or engage in discussions concerning the intention to make any such offer, pledge, issuance, sale or disposition with respect to, or filing of any registration statement under the Securities Act relating to, any Baxalta Subject Securities, (iii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Baxalta Subject Securities, or (iv) file with the Commission or cause to become effective any registration statement under the Securities Act relating to any Baxalta Subject Securities, whether any such transaction described in clauses (i), (ii), (iii) or (iv) above is to be settled by delivery of any Baxalta Subject Securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder; (B) the filing of any registration statement contemplated by the Letter

Agreement in connection with a Retained Shares Transaction (as defined in the Letter Agreement); (C) the issuance by the Company of any Baxalta Subject Securities upon the exercise of any option outstanding on the date hereof under the Company’s existing equity incentive plans, or the vesting of any previously issued restricted stock, restricted stock units or performance stock units, outstanding on the date hereof under the Company’s existing equity incentive plans; (D) the grant of stock options, stock, restricted stock units or performance stock units pursuant to the Company’s existing equity incentive plans in effect on the date hereof; or (E) the filing of one or more registration statements with the Commission with respect to any Baxalta Subject Securities issued or issuable under the Company’s existing equity incentive plans in effect on the date hereof.

(i) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Common Stock (it being understood that the Company makes no statement as to the actions taken by or on behalf of such Underwriter or such Selling Stockholder in connection with the offering of the Shares contemplated hereby).

(j) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

6. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 5(c) above (including any electronic road show approved by the Company), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing.

(b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final pricing terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission.

(c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Shares contemplated hereby (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

7. Conditions of Underwriters’ Obligations. The obligation of the Underwriters to purchase the Shares on the Closing Date as provided herein is subject to the performance by the Company and each of the Selling Stockholders of their respective covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose pursuant to Section 8A under the Securities Act shall be pending before or, to the knowledge of the Company,

threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriters.

(b) Representations and Warranties. The respective representations and warranties of the Company and the Selling Stockholders contained herein shall be true and correct on the date hereof and on and as of the Closing Date, and the statements of the Company and its officers and of each of the Selling Stockholders and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(c) No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities or preferred stock and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change. No event or condition of a type described in Section 3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Underwriters make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(e) Officers’ Certificate. The Underwriters shall have received on and as of the Closing Date (x) a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations of the Company set forth in Sections 3(b) and 3(c) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above, and (y) a certificate of each of the Selling Stockholders, in form and substance reasonably satisfactory to the Underwriters, (A) confirming that the representations of such Selling Stockholders set forth in Sections 4(e), 4(f) and 4(g) hereof are true and correct and (B) confirming that the other representations and warranties of such Selling Stockholders in this Agreement are true and correct and that such Selling Stockholders have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date.

(f) Comfort Letters. (i) On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to each of the Underwriters and Xxxxxx, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to

the Underwriters and Xxxxxx, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letters delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(ii) On the date of this Agreement and on the Closing Date, the Company shall have furnished to each of the Underwriters and Xxxxxx certificates, dated the respective dates of delivery thereof and addressed to the Underwriters and Xxxxxx, of each of its chief financial officer and associate general counsel with respect to certain financial and/or statistical data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in each case in form and substance reasonably satisfactory to the Underwriters.

(g) Opinion of Associate General Counsel of the Company. Xxxxxxxxx X. Xxxxxx, Senior Vice President, Associate General Counsel and Corporate Secretary of the Company, shall have furnished to the Underwriters, at the request of the Company, her written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex C-1 hereto.

(h) 10b-5 Statement of Associate General Counsel of the Company. Xxxxxxxxx X. Xxxxxx, Senior Vice President, Associate General Counsel and Corporate Secretary of the Company, shall have furnished to Xxxxxx and the Selling Stockholders, at the request of the Company, her written 10b-5 statement, dated the Closing Date, and addressed to Xxxxxx and the Selling Stockholders, to the effect set forth in Annex C-2 respectively, hereto.

(i) Opinion and 10b-5 Statement of Counsel for the Company. Xxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Underwriters, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex C-3 and Annex C-4, respectively, hereto.

(j) Opinion and 10b-5 Statement of Counsel for the Underwriter. The Underwriters shall have received on and as of the Closing Date, an opinion and 10b-5 statement of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(k) Opinion of Counsel for each of the Selling Stockholders. Sidley Austin LLP, counsel for each of the Selling Stockholders, shall have furnished to the Underwriters, at the request of the Selling Stockholders, their written opinion, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex C-5 hereto.

(l) No Legal Impediment to Sale. No action shall have been taken or threatened and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the sale of the Shares by the Selling Stockholders; and no injunction or order of any federal, state or foreign court shall have been issued or threatened that would, as of the Closing Date, prevent the sale of the Shares by the Selling Stockholders.

(m) Good Standing. The Underwriters shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its Significant Subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(n) Lock-up Agreements. (i) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Underwriters and each executive officer and director of the Company named on Schedule 3 relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Underwriters on or before the date hereof, shall be in full force and effect on the Closing Date; and (ii) the “lock-up” agreement between the Underwriters and Shire, in the form of Exhibit B hereto, relating to sales and certain other dispositions of Shire American Depositary Shares or any other Shire equity or equity-linked securities or certain other Shire securities, delivered to the Underwriters on or before the date hereof, shall be in full force and effect on the Closing Date.

(o) Exchange of Shares. On or prior to the Closing Date, the Exchange shall have occurred in accordance with the terms of the Exchange Agreement and without giving effect to any material amendment not consented to by the Underwriters. Immediately prior to the Closing, Baxter shall have furnished to the Selling Stockholders the certificate contemplated by Section 6(c) of the Exchange Agreement, and such certificate shall confirm each of the items referred to in clauses (A), (B) and (C) of Section 6(c) of the Exchange Agreement.

(p) Market Conditions. On or prior to the Closing Date, none of the following shall have occurred: (i) trading generally shall have been suspended or materially limited on or by the NYSE; (ii) trading in the Common Stock shall have been suspended on the NYSE; (iii) a general moratorium on commercial banking activities shall have been declared by U.S. federal or New York State authorities; or (iv) any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis shall have occurred, either within or outside the United States, that, in the judgment of the Underwriters, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(q) Additional Documents. On or prior to the Closing Date, each of the Company and the Selling Stockholders shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

8. Indemnification and Contribution.

(a) Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are

incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any electronic road show as defined in Rule 433(h) under the Securities Act related to the offering and sale of the Shares and not constituting an Issuer Free Writing Prospectus (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with (i) any information relating to Baxter furnished to the Company in writing by Baxter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by Baxter consists of the following information in the Prospectus furnished on behalf of Baxter: the first sentence of the second paragraph on the cover page of the Prospectus, other than the statement that the Selling Stockholders are the same entities as the Underwriters; the information in the section entitled “Prospectus Summary—The Separation and Distribution”; the first sentence in the section entitled “Prospectus Summary—Initial Debt-for-Equity Exchange”; the first and fourth sentences of the second paragraph in the section entitled “Prospectus Summary—The Underwriting and Debt-for-Equity Exchange and Third Party Tender Offer”; the third sentence of the third paragraph in the section entitled “Prospectus Summary—The Underwriting and Debt-for-Equity Exchange and Third Party Tender Offer”; the fourth paragraph in the section entitled “Prospectus Summary—The Underwriting and Debt-for-Equity Exchange and Third Party Tender Offer”; the fourth sentence in the section entitled “Prospectus Summary—The Offering—Use of proceeds”; the first sentence in the section entitled “Prospectus Summary—The Offering—Selling shareholders”; the fifth and sixth sentences of the second paragraph in the section entitled “Risk Factors—Risks Related to Baxalta’s Common Stock and this Offering—Future sales or distributions of Baxalta common stock (including through this offering) may cause the market price for shares of Baxalta common stock to decline”; the second and fourth sentences in the second paragraph in the section entitled “Principal and Selling Shareholders”; the information in the row beginning with “Xxxxxx International Inc.” in the “Selling Shareholder” table in the section entitled “Principal and Selling Shareholders”; the first and third sentences of the first paragraph in the section entitled “Underwriting (Conflicts of Interest)—The Debt-for-Equity Exchange”; the third sentence of the second paragraph in the section entitled “Underwriting (Conflicts of Interest)—The Debt-for-Equity Exchange”; and the last sentence in the third paragraph in the section entitled “Underwriting (Conflicts of Interest)—The Debt-for-Equity Exchange” (collectively, the “Baxter Information”), (ii) the Selling Stockholders’ Information or (iii) the Underwriters’ Information.

(b) Indemnification of the Underwriters and the Company by the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, and in proportion to the number of Shares to be sold by each such Selling Stockholder hereunder, agrees to indemnify and hold harmless each Underwriter and the Company, their respective affiliates, directors and officers and each person, if any, who controls each Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection

with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by such Selling Stockholder consists of the following information in the Prospectus: the identity of such Selling Stockholder; the statement that such Selling Stockholder is the same entity as one of the Underwriters; the first paragraph in the section entitled “Prospectus Summary—The Underwriting and Debt-for-Equity Exchange and Third Party Tender Offer; the second sentence of the second paragraph in the section entitled “Prospectus Summary—The Underwriting and Debt-for-Equity Exchange and Third Party Tender Offer”; the first and second sentences of the third paragraph in the section entitled “Prospectus Summary—The Underwriting and Debt-for-Equity Exchange and Third Party Tender Offer”; the third sentence in the section entitled “Prospectus Summary—The Offering—Use of proceeds”; the third sentence of the first paragraph in the section entitled “Use of Proceeds”; the second sentence of the first paragraph in the section entitled “Underwriting (Conflicts of Interest)—The Debt-for-Equity Exchange”; the first, second, third, fourth and fifth sentences of the second paragraph in the section entitled “Underwriting (Conflicts of Interest)—The Debt-for-Equity Exchange”; and the fourth paragraph in the section entitled “Underwriting (Conflicts of Interest)—The Debt-for-Equity Exchange” (as it relates to each Selling Stockholder, such Selling Stockholder’s “Selling Stockholder Information” and, together with the Selling Stockholder Information of the other Selling Stockholders, the “Selling Stockholders’ Information”).

(c) Indemnification of the Company and the Selling Stockholders by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by such Underwriter consists of the following information in the Prospectus: the information appearing in the third, fourteenth, fifteenth and sixteenth paragraphs under the caption “Underwriting (Conflicts of Interest)—Underwriting” and the information appearing in the sixth, seventh, eighth and ninth sentences of the second paragraph under the caption “Underwriting (Conflicts of Interest)—Conflicts of Interest and Relationships” (as it relates to each Underwriter, such Underwriter’s “Underwriter Information” and, together with the Underwriter Information of the other Underwriters, the “Underwriters’ Information”).

(d) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 8, such person (the “Indemnified Person”) shall promptly notify the person against

whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 8 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 8. The Indemnifying Person shall be entitled to participate therein, and, to the extent that it elects (upon notice to the Indemnified Person), jointly with any other similarly notified Indemnifying Person, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person). If the Indemnifying Person shall not have so elected to assume such defense, then, upon request of the Indemnified Person, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. If the Indemnifying Person shall so elect to assume such defense, the Indemnifying Person shall not be liable to the Indemnified Person pursuant to this Section 8 of any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof; provided, however, that any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of each Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(e) Contribution. If the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable as a matter of law to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders, on the one hand, and the Underwriters, on the other hand, from the offering of the Shares as well as the relative fault of the Company, the Selling Stockholders and the Underwriters in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders, on the one hand, and the Underwriters,

on the other hand, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the several Selling Stockholders from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company, the Selling Stockholders and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the respective Selling Stockholders or by the respective Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f) Limitation on Liability. The Company, the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (e) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (e) and (f), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 8 concerning contribution, no Indemnifying Person shall be required to make contribution in any circumstances in which such party would not have been required to provide indemnification by the terms of Sections 8(a), 8(b) or 8(c). Nothing herein contained shall be deemed to constitute a waiver by an Indemnified Person of such person’s rights, if any, to receive contribution pursuant to Section 11(f) of the Securities Act or other applicable law. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective purchase obligations hereunder and not joint.

(g) Non-Exclusive Remedies. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

9. Defaulting Underwriter.

(a) If, on the Closing Date any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Stockholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Stockholders may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company,

counsel for the Selling Stockholders or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Stockholders shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company and the Selling Stockholders will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.

10. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

11. Payment of Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto); (ii) the fees and expenses of the Company’s counsel and independent accountants; (iii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may designate and the preparation, printing and distribution of a blue sky memorandum (including the related fees and expenses of counsel for the Underwriters); (iv) the costs and charges of any transfer agent and any registrar; and (v) all expenses incurred by the Company in connection with any “road show” presentation to potential investors.

(b) If the Underwriters decline to purchase the Shares for any reason permitted under this Agreement other than (i) as a result of the occurrence of any event described in clauses (i), (iii) or (iv) of Section 7(p), (ii) due to the failure of any of the conditions specified in Section 7(b), 7(e), 7(k), 7(l) or 7(q) (in each case solely as such conditions relate to the Selling Stockholders) (iii) due to the failure of the condition specified in Section 7(o) or (iv) due to the failure of the Selling Stockholders to tender the Shares for delivery to the Underwriters, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering of the Shares contemplated hereby.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 8 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Selling Stockholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Selling Stockholders or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Selling Stockholders or the Underwriters.

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

15. Miscellaneous.

(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxx Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department (fax: (000) 000-0000), with a copy to ECM Legal (fax: (000) 000-0000); Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: IBCM Legal; X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax: (000) 000-0000), Attention: Equity Syndicate Desk; and UBS Securities LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (fax: (000) 000-0000), Attention: Syndicate Department, in each case with a copy to Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (fax: (000) 000-0000), Attention: Xxxx Xxx and Xxxxxxx X. Xxxxx. Notices to the Company shall be given to Baxalta Incorporated, 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000 (fax: (000) 000-0000), Attention: General Counsel, with a copy to Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (fax: (000) 000-0000), Attention: Xxxxx X. Xxxxxxxx. Notices to the Selling Stockholders shall be given to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxx Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax: (000) 000-0000), Attention: Syndicate Department,

with a copy to ECM Legal (fax: (000) 000-0000); Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: IBCM Legal; X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax: (000) 000-0000), Attention: Special Equities Desk; and UBS Securities LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax: (000) 000-0000), Attention: Syndicate Department; in each case with a copy to Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (fax: (000) 000-0000), Attention: Xxxx Xxx and Xxxxxxx X. Xxxxx.

(b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state.

(c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement

(f) Lock-up Agreement. At the request of the Representative, the Selling Stockholders shall enforce the covenant contemplated in Section 6 of the Exchange Agreement against Baxter until such covenant shall have expired or been terminated in accordance with its terms.

[The remainder of this page is intentionally left blank.]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.


Very truly yours,

BAXALTA INCORPORATED

By:
Name:
Title:

X.X. XXXXXX SECURITIES LLC, as Selling Stockholder

By:
Name:
Title:

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Selling Stockholder

By:
Name:
Title:

CREDIT SUISSE SECURITIES (USA) LLC, as Selling Stockholder

By:
Name:
Title:

UBS SECURITIES LLC, as Selling Stockholder

By:
Name:
Title:

By:
Name:
Title:

Signature Page to Underwriting Agreement


Accepted: As of the date first written above

X.X. XXXXXX SECURITIES LLC

By
		Authorized Signatory

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

By
		Authorized Signatory

CREDIT SUISSE SECURITIES (USA) LLC

By
		Authorized Signatory

UBS SECURITIES LLC

By
		Authorized Signatory

By
		Authorized Signatory

Schedule 1

Underwriters


Underwriters:		Number of Shares:
X.X. Xxxxxx Securities LLC		[●]
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		[●]
Credit Suisse Securities (USA) LLC		[●]
UBS Securities LLC		[●]

Total		[●]

Schedule 2

Selling Stockholders


Selling Stockholders:		Number of Shares:
X.X. Xxxxxx Securities LLC		[●]
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		[●]
Credit Suisse Securities (USA) LLC		[●]
UBS Securities LLC		[●]

Total		[●]

Schedule 3

Lock-up Agreement Signatories

Directors:

Xxxxx X. Xxxxxxxxx, Ph.X.

Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxxxx, M.D.

Xxxx X. Xxxxxxx

Xxxx X. Xxxxxx

Xxxxx X. Xxxxx III, M.D., Ph.D.

Xxxxxxxx Xxxxx, M.D.

Xxxxxx X.X. Xxxxxxxxx

Officers:

Xxxxxx X. Xxxxxxx, Ph.D.

Xxxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx

Xxxx Xxxxxxxxx

Xxxxx Xxxx

Xxxx-Xxxxx Law

Xxxxxx Xxxxxxxx

Xxxx X. XxXxx

Xxxxx X. Xxxx

Xxxx X. Xxxxxx, M.D.

Xxxxxx Xxxx-Xxxxxxxxx

Xxxxxxx Xxxxxx, M.D.

Annex A

a.	Issuer Free Writing Prospectuses Included in the Pricing Disclosure Package

[None.]

b.	Pricing Information Provided Orally by the Underwriters

The number of Shares offered is .

The public offering price per Share is $ .

Annex B

Significant Subsidiaries


Subsidiary	Jurisdiction of Incorporation or Organization
Baxalta Export Corporation		Delaware
Baxalta US Inc.		Delaware
Baxalta World Trade LLC		Delaware
Baxalta GmbH		Switzerland
Baxalta Holding B.V.		Netherlands
Baxalta Innovations GmbH		Austria
Baxalta Manufacturing S.à.x.x		Switzerland
Baxalta Recombinant S.à.x.x		Switzerland
Xxxxxx XX		Austria

Annex C-1

Form of Opinion of Associate General Counsel of the Company

Annex C-2

Form of 10b-5 Statement of Associate General Counsel of the Company

Annex C-3

Form of Opinion of Counsel for the Company

Annex C-4

Form of 10b-5 Statement of Counsel for the Company

Annex C-5

Form of Opinion of Counsel for each of the Selling Stockholders

Exhibit A

Form of Lock-Up Agreement

, 2016

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

Incorporated

Xxx Xxxxxx Xxxx

Xxx Xxxx, XX 00000

Credit Suisse Securities (USA) LLC

Eleven Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

UBS Securities LLC

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Re: Baxalta Incorporated — Public Offering

Ladies and Gentlemen:

The undersigned understands that you propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Baxalta Incorporated, a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities (USA) LLC and UBS Securities LLC (collectively, the “Underwriters”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Securities”).

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, the undersigned will not, during the period commencing on the date of the final prospectus relating to the Public Offering (the “Prospectus”) and ending 30 days after the date of the Prospectus (the “30-day restricted period”), directly or indirectly (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other equity or equity-linked securities of, or any securities convertible into or exercisable or exchangeable for Common Stock or any other equity or equity-linked securities of, the Company (including without limitation, Common Stock or such other securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Subject Securities”), (2) publicly disclose or engage in discussions concerning the intention to make any such offer, pledge, sale or other disposition with respect to any Subject Securities, (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Subject

Exhibit A-1

Securities, or (4) make any demand for or exercise any right with respect to the registration with the SEC of any Subject Securities, whether any such transaction described in clause (1), (2), (3) or (4) above is to be settled by delivery of the Subject Securities, in cash or otherwise.

Notwithstanding anything else in this letter agreement (this “Letter Agreement”), the restrictions set forth in the previous paragraph shall not apply to:

(A)

transfers of shares of Common Stock as a bona fide gift or gifts;

(B)

transfers of shares of Common Stock either during the undersigned’s lifetime or on death (i) by will or intestacy or (ii) to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family;

(C)

transfers by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;

(D)

the exercise of any option to purchase shares of Common Stock or the vesting of any restricted stock unit or performance share unit in accordance with its terms; provided that the securities received upon such exercise or vesting shall be subject to the terms of this Letter Agreement;

(E)

the forfeiture of shares of Common Stock to the Company to satisfy any income, employment or social security tax withholding and remittance obligations in connection with the vesting during the 30-day restricted period of any restricted stock unit or performance share unit; provided that no filing by any party under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such forfeiture, other than a filing on Form 4 under transaction code F that includes disclosure stating that such forfeiture was made to satisfy tax withholding obligations;

(F)

the establishment of a trading plan complying with Rule 10b5-1 under the Exchange Act, for the sale or transfer of shares of Common Stock, provided that such plan does not provide for the sale or transfer of Common Stock during the 30-day restricted period; or

(G)

sales of Common Stock pursuant to any trading plan complying with Rule 10b5-1 under the Exchange Act that has been entered into by the undersigned prior to the date of this Letter Agreement or pursuant to any amendment or replacement of any such plan prior to the date of this Letter Agreement, so long as the number of shares of Common Stock subject to such original plan is not increased;

provided that in the case of any transfer or disposition pursuant to clause (A), (B) or (C), each transferee shall execute and deliver to the Underwriters a lock-up letter in the form of this Letter Agreement to the extent and for the duration that the terms of this Letter Agreement remain in effect at the time of the transfer or disposition; and provided, further, that in the case of any transfer, disposition or other action pursuant to clause (A), (B), (C) or (F), no filing by any party (donor, donee, transferor, transferee or holder) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or other action (other than a filing on a Form 5 made after the expiration of the 30-day restricted period). For purposes of this Letter Agreement, “immediate family” means any relationship by blood, marriage, domestic partnership or adoption, no more remote than a first cousin.

Exhibit A-2

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are each hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall automatically be released from all obligations under this Letter Agreement. This Letter Agreement shall lapse and become null and void if the closing of the Public Offering shall not have occurred on or before April 1, 2016.

The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

[Signature Page Follows]

Exhibit A-3

Very truly yours,

Name:

Exhibit A-4

Exhibit B

Form of Shire Lock-Up Agreement

[●], 2016

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

Incorporated

Xxx Xxxxxx Xxxx

Xxx Xxxx, Xxx Xxxx 00000

Credit Suisse Securities (USA) LLC

Eleven Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

UBS Securities LLC

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Re: Baxalta Incorporated — Public Offering

Ladies and Gentlemen:

The undersigned understands that X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and UBS Securities LLC (“UBS” and, together with X.X. Xxxxxx, Xxxxxxx Xxxxx and Credit Suisse, the “Underwriters”) propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Baxalta Incorporated, a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the Underwriters of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Securities”). Reference is made to (i) that certain Agreement and Plan of Merger, dated as of January 11, 2016 (the “Merger Agreement”), by and among Shire plc, a company incorporated in Jersey (“Parent”), BearTracks, Inc., a Delaware corporation, and the Company and (ii) that certain letter agreement (the “Letter Agreement”), dated as of January 11, 2016, by and among Parent, the Company and Xxxxxx International Inc., a Delaware corporation (“Baxter”).

Pursuant to Section 8(b) of the Letter Agreement, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx, which may be given, conditioned or withheld in X.X. Xxxxxx’x sole discretion, the undersigned will not, during the period commencing on the date of the final prospectus relating to the Public Offering (the “Prospectus”) and ending 30 days after the date of the Prospectus (the “30-day restricted period”), directly or indirectly, (i) offer, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Parent American Depositary Shares or any other equity or equity-linked securities of, or any securities convertible into or exercisable or exchangeable for any equity or equity-linked securities of, Parent (collectively, the “Parent Subject Securities”), (ii)

Exhibit B-1

except as required by applicable law, publicly disclose or engage in discussions concerning the intention to make any such offer, pledge, issuance, sale, disposition or registration with respect to the Parent Subject Securities, (iii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Parent Subject Securities or (iv) file with the Securities Exchange Commission (the “SEC”) or cause to become effective any registration statement under the Securities Act of 1933, as amended, relating to, or make any demand for or exercise any right with respect to the registration with the SEC of, any Parent Subject Securities, regardless of whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of any Parent Subject Securities, in cash or otherwise.

The restrictions contained in the preceding paragraph of this letter agreement (this “Agreement”) shall not apply to:

(i) subject to the applicable terms of the Letter Agreement (including, without limitation, Sections 2 and 7 thereof), the filing of any amendments to Parent’s Registration Statement on Form S-4 (File No. 333-209648) filed with the SEC on February 22, 2016 with respect to the combination between Parent and the Company pursuant to the Merger Agreement (the “Merger”) and the consummation of the Merger;

(ii) the issuance by Parent of any equity awards or of any Parent Subject Securities upon the exercise or settlement of outstanding equity awards of Parent; or

(iii) the filing of one or more registration statements on Form S-8 with the SEC with respect to any Parent Subject Securities issued or issuable under any equity compensation plan in effect on the date hereof.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that if the Underwriting Agreement is not executed prior to April 15, 2016 or the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall automatically be released from all obligations under this Agreement.

The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Agreement.

This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

[Signature Page Follows]

Exhibit B-2


Very truly yours,

SHIRE PLC

By:
Name:
Title:

Exhibit B-3

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Table of Contents

BAXALTA INCORPORATED [●] Shares of Common Stock Underwriting Agreement

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