INDENTURE Dated as of April 22, 2021 among ORGANON FINANCE 1 LLC, (with obligations to be assumed by ORGANON & CO., as Issuer, and ORGANON FOREIGN DEBT CO-ISSUER B.V. as Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent, and...Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York
Contract Type FiledJune 3rd, 2021 Company Industry JurisdictionThis INDENTURE, dated as of April 22, 2021, is among Organon Finance 1 LLC (the “Escrow Issuer”), a Delaware limited liability company, with obligations to be assumed by Organon & Co., a Delaware corporation and Organon Foreign Debt Co-Issuer B.V., a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid), U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) and Elavon Financial Services DAC, UK Branch, as the principal paying agent, transfer agent and registrar (the “Principal Paying Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware
Contract Type FiledJune 3rd, 2021 Company Industry JurisdictionThis Indemnification Agreement (this “Agreement”) is entered into as of , 2021 (the “Effective Date”) by and between Organon & Co., a Delaware corporation (the “Company”), and (the “Indemnitee”).
ORGANON TO MERCK TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York
Contract Type FiledJune 3rd, 2021 Company Industry JurisdictionThis Transition Services Agreement (this “Agreement”), dated as of June 2, 2021 (the “Effective Date”) is entered into by and between Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”), and Organon International GmbH, a limited liability company organized under the laws of Switzerland (“Organon” and together with Merck, each a “Party” and collectively, the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021Employee Matters Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations
Contract Type FiledJune 3rd, 2021 Company IndustryThis EMPLOYEE MATTERS AGREEMENT dated as of June 2, 2021, is by and between Merck & Co., Inc., a New Jersey corporation (“Merck”) and Organon & Co., a Delaware corporation (“Organon”) (each a “Party” and together, the “Parties”).
TAX MATTERS AGREEMENT by and between MERCK & CO., INC. and ORGANON & CO.Tax Matters Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware
Contract Type FiledJune 3rd, 2021 Company Industry JurisdictionThis Tax Matters Agreement (the “Agreement”) is entered into as of the 2 day of June, 2021, by and between Merck & Co., Inc. (“Merck”), a New Jersey corporation, and Organon & Co. (“Organon” and, together with Merck, the “Parties”), a Delaware corporation.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York
Contract Type FiledJune 3rd, 2021 Company Industry JurisdictionFirst Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MERCK & CO., INC. AND ORGANON & CO. DATED AS OF JUNE 2, 2021Separation and Distribution Agreement • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • Delaware
Contract Type FiledJune 3rd, 2021 Company Industry JurisdictionThis SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 2, 2021, is by and between Merck & Co., Inc., a New Jersey corporation (“Merck”), and Organon & Co., a Delaware corporation (“Organon”) (each a “Party” and together, the “Parties”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 3rd, 2021 • Organon & Co. • Pharmaceutical preparations • New York
Contract Type FiledJune 3rd, 2021 Company Industry JurisdictionFirst Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2021, among Organon & Co., a Delaware corporation (the “Company” or the “Issuer”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the trade register of the Dutch Chamber of Commerce under trade register number 82563098 (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”).