Form of Elanco Animal Health Incorporated Common Stock Underwriting AgreementUnderwriting Agreement • September 6th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, no par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN ELI LILLY AND COMPANY AND ELANCO ANIMAL HEALTH INCORPORATEDTax Matters Agreement • September 6th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of [·], 2018, is by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”) (Lilly and the Company are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Master Separation Agreement by and between Lilly and the Company, dated as of the date hereof (the “Separation Agreement”).
