AMENDED AND RESTATED KBI SHARES OPTION AGREEMENT DATED AS OF JUNE 26, 2012 BY AND AMONG ASTRAZENECA AB, MERCK SHARP & DOHME CORP. AND MERCK HOLDINGS LLCKbi Shares Option Agreement • November 9th, 2012 • Merck & Co. Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED KBI SHARES OPTION AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2012 (the “Restatement Date”) by and among AstraZeneca AB (formerly Astra AB), a company limited by shares organized and existing under the laws of Sweden (“KB”), Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), a corporation organized and existing under the laws of the State of New Jersey (“TR” or “Merck”), and Merck Holdings LLC, a limited liability company organized and existing under the laws of the State of Delaware, a wholly-owned subsidiary of TR and the successor by conversion to Merck Holdings, Inc. (“TR Holdings”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Master Restructuring Agreement dated as of June 19, 1998, as amended, between KB, TR, KBI Inc. (formerly Astra Merck Inc.), a Delaware corporation (“KBI”), Astra USA, Inc., a New York corporation (“KB USA”), AstraZeneca Pharmaceuticals LP
