ELANCO ANIMAL HEALTH INCORPORATED, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of August 28, 2018Indenture • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of August 28, 2018, between Elanco Animal Health Incorporated, an Indiana corporation (herein called the “Company”), having its principal executive offices at c/o Eli Lilly and Company, 2500 Innovation Way, Greenfield, Indiana 46140, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (herein called the “Trustee”).
Elanco Animal Health Incorporated Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Restricted Stock Unit Award has been granted on INSERT DATE (“Grant Date”) by Elanco Animal Health Incorporated, an Indiana corporation, (“Elanco” or the “Company”), to the Eligible Individual who has received this Restricted Stock Unit Award Agreement (the “Grantee”).
FORM OF TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Transitional Services Agreement (this “Agreement”), dated as of [·], 2018, is entered into by and between Eli Lilly and Company, an Indiana corporation (“Lilly”) and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).
FORM OF INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENTIntellectual Property and Technology License Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
THIS INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENT (this “Agreement”), dated as of [·], 2018 (the “Effective Date”), is entered into by and among Eli Lilly and Company, a corporation organized under the laws of Indiana (“Lilly”), on behalf of itself and the Lilly Subsidiaries; Elanco Animal Health Incorporated, a corporation organized under the laws of Indiana (“Elanco”), on behalf of itself and the Elanco Subsidiaries; and, solely for the purposes of Section 8.01(d), Elanco US Inc., a corporation organized under the laws of Delaware (“Elanco US”).
ELANCO UK AH LIMITED AND ELI LILLY EXPORT S.A.Toll Manufacturing and Supply Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations
THIS TOLL MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of [•], 2018 (the “Effective Date”), is entered into by and between Elanco UK AH Limited, a corporation organized under the laws of the United Kingdom (the “Supplier”), and Eli Lilly Export S.A., a company organized under the laws of Switzerland (the “Purchaser”) (Supplier and Purchaser hereinafter referred to individually as a “Party” or collectively as the “Parties”).
Elanco Animal Health Incorporated Nonqualified Stock Option Award AgreementNonqualified Stock Option Award Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Nonqualified Stock Option has been granted on [INSERT DATE] (“Grant Date”) by Elanco Animal Health Incorporated, an Indiana corporation, (“Elanco” or the “Company”), to the Eligible Individual who has received this Nonqualified Stock Option Award Agreement (the “Grantee”).
EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • August 28th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated August 28, 2018 (this “Agreement”), is entered into by and among Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (the “Representatives”), as representatives of the purchasers listed on Schedule 1 (the “Purchasers”) to the Purchase Agreement, dated as of August 14, 2018, between the Company and the Representatives (the “Purchase Agreement”).
