Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015Tax Matters Agreement • January 11th, 2016 • Baxalta Inc • Pharmaceutical preparations • Delaware
This letter agreement is entered into on the date first set forth above by and among Shire plc, a company incorporated in Jersey (“Parent”), Baxalta Incorporated, a Delaware corporation (“Baxalta”), and Baxter International Inc., a Delaware corporation (“Baxter”) (this “Letter Agreement”). Reference is made to that certain Tax Matters Agreement, dated as of June 30, 2015, by and among Baxter, by and on behalf of itself and each Affiliate of Baxter, and Baxalta, by and on behalf of itself and each Affiliate of Baxalta (the “Tax Matters Agreement”) and that certain Shareholder’s and Registration Rights Agreement, dated as of June 30, 2015, by and between Baxter and Baxalta (the “Registration Rights Agreement”). Pursuant to a merger agreement to be entered into among Parent, BearTracks, Inc., a Delaware corporation, and Baxalta (the “Merger Agreement”), Parent will, directly or indirectly, acquire all of the outstanding shares of Baxalta Common Stock (the “Merger”), subject to the satisfa
AGREEMENT AND PLAN OF MERGER AMONG SHIRE PLC BEARTRACKS, INC. AND BAXALTA INCORPORATED Dated as of January 11, 2016Merger Agreement • January 11th, 2016 • Baxalta Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2016, is among Shire plc (“Parent”), a company incorporated in Jersey, BearTracks, Inc. (“Sub”), a Delaware corporation and a wholly-owned subsidiary of Parent, and Baxalta Incorporated (the “Company”), a Delaware corporation.
AMENDMENT TO THE SEVERANCE AGREEMENTSeverance Agreement • January 11th, 2016 • Baxalta Inc • Pharmaceutical preparations • Delaware
This AMENDMENT TO THE SEVERANCE AGREEMENT (this “Amendment”) is made as of , 2016 by Baxalta Incorporated, a Delaware corporation (the “Company”), and [•] (the “Executive”).
