0001193125-15-231995 Sample Contracts

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1

Indenture • June 23rd, 2015 • Baxalta Inc • Pharmaceutical preparations • New York

• Contract Type
  Indenture
• Filed
  June 23rd, 2015
• Company
  Baxalta Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

INDENTURE, dated as of June 23, 2015, between Baxalta Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • June 23rd, 2015 • Baxalta Inc • Pharmaceutical preparations • New York

• Contract Type
  Registration Rights Agreement
• Filed
  June 23rd, 2015
• Company
  Baxalta Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This REGISTRATION RIGHTS AGREEMENT dated June 23, 2015 (this “Agreement”) is entered into by and among Baxalta Incorporated, a Delaware corporation (the “Company”), Baxter International Inc., a Delaware corporation (the “Guarantor”), and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).