Underwriting AgreementUnderwriting Agreement • December 3rd, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • New York
Bayer World Investments B.V., a Dutch private limited company (the “Selling Shareholder”) and shareholder of Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 54,500,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 8,175,000 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”). To the extent there are no additional Underwriters listed on Schedule I hereto other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
