BAXALTA INCORPORATED [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 15th, 2016 • Baxalta Inc • Pharmaceutical preparations • New York
Certain stockholders named in Schedule 2 hereto (collectively, the “Selling Stockholders”), propose to sell to J.P. Morgan Securities LLC (“J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and UBS Securities LLC (collectively, the “Underwriters”) an aggregate of [●] 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, dated as of June 30, 2015 (and as amended pursuant to Amendment to Rights Agreement, dated as of January 11, 2016, the
