SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015Separation and Distribution Agreement • July 7th, 2015 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 30, 2015, is by and between Baxter International Inc., a Delaware corporation (“Baxter”), and Baxalta Incorporated, a Delaware corporation (“Baxalta”) (each a “Party” and together, the “Parties”).
U.S. $1,500,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of July 1, 2015 among BAXTER INTERNATIONAL INC. as Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and BANK OF AMERICA,...Credit Agreement • July 7th, 2015 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
Baxter International Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages of this Agreement under the heading “Banks” (such financial institutions and any successor financial institution that becomes a party to this Agreement pursuant to Section 2.05, 5.18 or 11.06, each a “Bank” and collectively, the “Banks”), and JPMorgan Chase Bank, National Association (“JPMorgan Chase”), as administrative agent hereunder (such administrative agent and any successor administrative agent appointed pursuant to Section 10.07, “Administrative Agent”), agree as follows:
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 7th, 2015 • Baxter International Inc • Surgical & medical instruments & apparatus
This EMPLOYEE MATTERS AGREEMENT dated as of June 30, 2015, is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (“Baxter”), and BAXALTA INCORPORATED, a Delaware corporation (“Baxalta”).
TAX MATTERS AGREEMENT by and among BAXTER INTERNATIONAL INC. AND ITS AFFILIATES and BAXALTA INCORPORATED AND ITS AFFILIATESTax Matters Agreement • July 7th, 2015 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
This Tax Matters Agreement (the “Agreement”) is entered into as of the 30th day of June, 2015, between Baxter International Inc. (“Baxter”), a Delaware corporation, by and on behalf of itself and each Affiliate of Baxter, and Baxalta Incorporated (“Baxalta” and, together with Baxter, the “Parties”), a Delaware corporation, by and on behalf of itself and each Affiliate of Baxalta.
Shareholder’s and Registration Rights Agreement by and between Baxter International Inc. and Baxalta Incorporated Dated as of June 30, 2015Shareholder’s and Registration Rights Agreement • July 7th, 2015 • Baxter International Inc • Surgical & medical instruments & apparatus • Delaware
This Shareholder’s and Registration Rights Agreement (this “Agreement”) is made as of June 30, 2015, by and between Baxter International Inc., a Delaware corporation (“Baxter”), and Baxalta Incorporated, a Delaware corporation and wholly owned subsidiary of Baxter (“Baxalta”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
