TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This Transitional Services Agreement (this “Agreement”), dated as of September 24, 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”).
INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENTIntellectual Property and Technology License Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
THIS INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENT (this “Agreement”), dated as of September 24, 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”).
TAX MATTERS AGREEMENT BY AND BETWEEN ELI LILLY AND COMPANY AND ELANCO ANIMAL HEALTH INCORPORATED Dated as of September 24, 2018Tax Matters Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 24, 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”).
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of September 24, 2018 and effective as of the Effective Date (as defined in the Separation Agreement), is entered into by and among Eli Lilly and Company, an Indiana corporation (the “Licensor”); Elanco Animal Health Incorporated, an Indiana corporation (the “Licensee”); and, solely for the purposes of Section 11(a)(iii), Elanco US Inc., a Delaware corporation (“Elanco US”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 2018 (this “Agreement”), is by and between Elanco Animal Health Incorporated, an Indiana corporation (“Elanco”), and Eli Lilly and Company, an Indiana corporation (“Eli Lilly”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • Indiana
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 24, 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 referred to herein individually as a “Party” and collectively as the “Parties.”
ELANCO UK AH LIMITED AND ELI LILLY EXPORT S.A.Toll Manufacturing and Supply Agreement • September 26th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations
THIS TOLL MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of September 24, 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”).
