NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • June 11th, 2013 • Icahn Carl C
This Nomination and Standstill Agreement, dated June 10, 2013 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Forest Laboratories, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 11th, 2013 • Icahn Carl C • Delaware
This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Forest Laboratories, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of June 10, 2013, among the Company and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the Icahn Designee may, if and to the extent he or she desires to do so , disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Co
