AMENDED AND RESTATED BUSINESS TRANSFER AGREEMENT AND PLAN OF MERGER dated as of November 4, 2014 between and among ABBOTT LABORATORIES, MYLAN INC., NEW MOON B.V. and MOON OF PA INC.Business Transfer Agreement and Plan of Merger • November 5th, 2014 • Mylan Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED BUSINESS TRANSFER AGREEMENT AND PLAN OF MERGER is dated as of November 4, 2014, between and among ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), MYLAN INC., a Pennsylvania corporation (“Mylan”), NEW MOON B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands (“New Mylan”), and MOON OF PA INC., a Pennsylvania corporation (“Merger Sub”). Mylan, New Mylan and Merger Sub may be referred to herein collectively as the “Mylan Parties” and individually as a “Mylan Party”. The Mylan Parties and Abbott may be referred to herein collectively as the “Parties” and individually as a “Party”.
AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 5th, 2014 • Mylan Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT, dated as of September 16, 2014 (this “Amendment”), is among MYLAN PHARMACEUTICALS INC. (“MPI”), individually and as initial servicer (in such capacity, the “Servicer”), MYLAN SECURITIZATION LLC (“Seller”), WORKING CAPITAL MANAGEMENT CO., LP (“WCMC”), as a conduit purchaser, VICTORY RECEIVABLES CORPORATION (“Victory”), as a conduit purchaser (each of WCMC and Victory in the capacity of a conduit purchaser, individually, a “Conduit Purchaser” and collectively, the “Conduit Purchasers”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a committed purchaser, MIZUHO BANK, LTD. (“Mizuho”), as a committed purchaser, SUNTRUST BANK (“SunTrust”), as a committed purchaser, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMUNY”), as a committed purchaser (each of PNC, Mizuho, SunTrust and BTMUNY in the capacity of a committed purchaser, individually, a “Committed Purchaser” and collectively, the “Committed Purchasers” and collectively w
FORM OF SHAREHOLDER AGREEMENTForm of Shareholder Agreement • November 5th, 2014 • Mylan Inc. • Pharmaceutical preparations • New York
This Shareholder Agreement (this “Agreement”) is dated and effective as of __________ between and among Mylan N.V., a public limited liability corporation (naamloze vennootschap) organized under the Laws of the Netherlands (“New Mylan”), Abbott Laboratories, an Illinois corporation (“Abbott”), Laboratoires Fournier S.A.S., a simplified corporation (Société par actions simplifiée) organized under the Laws of France (“Abbott France”), Abbott Established Products Holdings Gibraltar Limited, a private company limited by shares organized under the Laws of Gibraltar (“Abbott Gibraltar”), and Abbott Investments Luxembourg S.à r.l., a Luxembourg private limited company (Société à responsabilité limitée) organized under the Laws of Luxembourg (“Abbott Luxembourg,” and together with Abbott, Abbott France and Abbott Gibraltar and each of their respective Permitted Transferees (as defined below), the “Abbott Shareholders”)1. New Mylan and the Abbott Shareholders are referred to in this Agreement i
AMENDMENT NO. 6 TO RIGHTS AGREEMENTRights Agreement • November 5th, 2014 • Mylan Inc. • Pharmaceutical preparations • Pennsylvania
This Amendment No. 6 to Rights Agreement, dated as of July 13, 2014 (this “Amendment”), is entered into by and between Mylan Inc., a Pennsylvania corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).
RETIREMENT AND CONSULTING AGREEMENT AND RELEASERetirement and Consulting Agreement and Release • November 5th, 2014 • Mylan Inc. • Pharmaceutical preparations • Pennsylvania
This Retirement and Consulting Agreement and Release (“Agreement”) is made by and between Harry A. Korman (“Korman”) and Mylan Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
