Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015Letter Agreement • January 11th, 2016 • Shire PLC • Pharmaceutical preparations • Delaware
This letter agreement is entered into on the date first set forth above by and among Shire plc, a company incorporated in Jersey ("Parent"), Baxalta Incorporated, a Delaware corporation ("Baxalta"), and Baxter International Inc., a Delaware corporation ("Baxter") (this "Letter Agreement"). Reference is made to that certain Tax Matters Agreement, dated as of June 30, 2015, by and among Baxter, by and on behalf of itself and each Affiliate of Baxter, and Baxalta, by and on behalf of itself and each Affiliate of Baxalta (the "Tax Matters Agreement") and that certain Shareholder's and Registration Rights Agreement, dated as of June 30, 2015, by and between Baxter and Baxalta (the "Registration Rights Agreement"). Pursuant to a merger agreement to be entered into among Parent, BearTracks, Inc., a Delaware corporation, and Baxalta (the "Merger Agreement"), Parent will, directly or indirectly, acquire all of the outstanding shares of Baxalta Common Stock (the "Merger"), subject to the satisfa
