BAXALTA INCORPORATED [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 26th, 2016 • Baxalta Inc • Pharmaceutical preparations • New York
Chase Lincoln First Commercial Corporation, a Delaware corporation (the “Selling Stockholder”), proposes to sell to J.P. Morgan Securities LLC (the “Underwriter”) [•] shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of Baxalta Incorporated, a Delaware corporation (the “Company”). The Common Stock, including the Shares, has associated therewith rights (the “Rights”) to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $200 per one one-thousandth of a share of Preferred Stock, subject to adjustment. The Rights were issued pursuant to a Rights Agreement (the “Rights Agreement”), dated as of June 30, 2015, among the Company and Computershare Trust Company, N.A. and Computershare Inc., collectively as rights agent.
