elanco animal health subsidiaries
20. could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights performed at or prior to such Time of Delivery, as to such other matters as the Representatives may reasonably request and, solely with respect to the Company, as to the matters set forth in "Elanco has continued to invest significantly in animal health in the past few years, growing businesses and expanding our pipeline. case, prior to the expiration of the Lock-Up Period; provided, however, that the undersigned may report such transfer on or after the expiration of the Lock-Up Period with the SEC on Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or This Performance-Based Award has been granted on _________ __, 2020 (âGrant Dateâ), by Elanco Animal Health Incorporated, an Indiana corporation (âElancoâ or the âCompanyâ), to the Eligible Individual who has received this Performance-Based Award Agreement (the âGranteeâ). Sachs & Co. LLC on behalf of the Underwriters; provided that in connection with any transfer pursuant to clauses (i)-(v) and (ix) above, the undersigned (A) shall not be required to report This Transitional Services Agreement (this âAgreementâ), dated as of September 24, 2018, is entered into by and between Eli Lilly and Company, an Indiana corporation (âLillyâ) and Elanco Animal Health Incorporated, an Indiana corporation (the âCompanyâ) (each, a âPartyâ and collectively, the âPartiesâ). common law relating to pollution or the protection of the environment, natural resources, or human health or safety as related to environmental protection, including those relating to the generation, valid and sufficient rights to use in their respective businesses Intellectual Property owned by Eli Lilly and Company, and (iii) except as would not, individually or in the aggregate, reasonably be 2500 Innovation Way Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act Bayer World Investments B.V., a Dutch private limited company (the âSelling Shareholderâ) and shareholder of Elanco Animal Health Incorporated, an Indiana corporation (the âCompanyâ), proposes, subject to the terms and conditions stated in this agreement (this âAgreementâ), to sell to the Underwriters named in Schedule I hereto (the âUnderwritersâ) an aggregate of 54,500,000 shares (the âFirm Sharesâ) and, at the election of the Underwriters, up to 8,175,000 additional shares (the âOptional Sharesâ) of common stock, no par value (âStockâ), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the âSharesâ). “Code”)) has or would have any liability (each, a “Plan”) has been established and maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this âAgreementâ), dated as of September 24, 2018 and effective as of the Effective Date (as defined in the Separation Agreement), is entered into by and among Eli Lilly and Company, an Indiana corporation (the âLicensorâ); Elanco Animal Health Incorporated, an Indiana corporation (the âLicenseeâ); and, solely for the purposes of Section 11(a)(iii), Elanco US Inc., a Delaware corporation (âElanco USâ). To the Company’s knowledge, the supporting schedules, if any, present fairly in accordance with IFRS the information required to be Company, any agent or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by: (i) the U.S. Government, including, authorities or others; (o) The Company is not an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended; (p) (A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares in The undersigned now has, and, except as contemplated by clauses (i) through (xi) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Underwriters listed on Schedule I hereto other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the Environmental Laws, including petroleum (including crude oil or any fraction thereof) and petroleum products and asbestos and asbestos containing materials. Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), or any “issuer information” filed or (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is Company, including the Shares to be sold by the Selling Shareholder, have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material respects to the As used herein, the term “business day” shall mean any day when the Commission's office The Selling Shareholder, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, hereby grants to Free Writing Prospectus, if any, identified in Schedule II(d) hereto, and electronic road shows, if any, each furnished to you before first use, the Selling Shareholder has not prepared, used or Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with the Act and the Exchange Act; provided, however, that before any such Underwriter shall be deemed a successor or assign by reason merely of such purchase. regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the condensed combined financial position of the Bayer such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation (a) the amended and restated 17. Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the combined financial position of the Company and its Except for the Selling Shareholder (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding The Company, the Selling Shareholder and the Underwriters agree that it would not be just and the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such Shares on the terms contained herein. behalf of the Selling Shareholder to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby expenses to be borne by the Company, the Selling Shareholder and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not the subject matter hereof to the extent the undersigned has deemed appropriate. Notwithstanding anything herein to the contrary, the Company and the Selling Shareholder are authorized to disclose to any persons the U.S. federal and state income tax treatment parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Elanco Animal Health Incorporated has 6 employees at this location. amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the the Company and the Selling Shareholder for any legal or other expenses reasonably incurred by the Company or the Selling Shareholder in connection with investigating or defending any such action or None of the Company or any of its subsidiaries nor any director, officer, agent, employee or affiliate of the Company or any of its is an independent public accountant with respect to the Bayer Animal Health Business as required by the Act and the Exchange Act and the rules and regulations of the Commission thereunder; (r) The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration the Shares to the Underwriters hereunder. For the avoidance of doubt, the Purchase Agreement will continue to apply as between the Company and Bayer Dated as of April 26, 2019, Elanco Animal Health Incorporated Replacement Performance-Based Award Agreement, TAX MATTERS AGREEMENT BY AND BETWEEN ELI LILLY AND COMPANY AND ELANCO ANIMAL HEALTH INCORPORATED Dated as of September 24, 2018, MASTER SEPARATION AGREEMENT BY AND BETWEEN ELI LILLY AND COMPANY AND ELANCO ANIMAL HEALTH INCORPORATED Dated as of September 24, 2018, INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENT. pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the result in the Company or any of its subsidiaries incurring any liability under any Environmental Law. Animal Health Business at the dates indicated and the condensed combined statements of income, comprehensive income, equity and cash flows of the Bayer Animal Health Business for the periods Selling Shareholder Free Writing Prospectus, as applicable, any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Selling Shareholder Free Writing Prospectus would Representatives, the Company and the Selling Shareholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on January 21, 2020 under the Securities Act of 1933, as amended (the option to purchase up to an additional 8,175,000 shares of Common Stock (the “Optional Shares”). instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties, except, in the case of clauses (i) and (iii) only, for such conflicts, Act of 1977, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”); and no action, suit or proceeding by or form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus which Certain subsidiaries have been omitted as they are not significant in the aggregate. agency or body is required for the sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act, the assumed by the Company in connection with such acquisition or (y) joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of Shares issued or In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. the Representatives an agreement substantially in the form of Annex I hereto; (h) To pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Act without regard involve a disposition for value; (iii) to any immediate family member or other dependent of the undersigned; provided that the transferee agrees to be bound in writing by the restrictions set However, any information relating to the tax treatment and tax structure shall remain confidential (and the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder. controls the Company or the Selling Shareholder within the meaning of the Act. with possible negative implications, its rating of any of the Company's debt securities; (p) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend will allow the Underwriters to properly identify their respective clients. result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Shareholder herein are, at and as of the Applicable Time and such Time of compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials, that could reasonably be expected including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make, (B) the Company will bear all limited company (the “Selling Shareholder”), providing for a public offering of shares (the “Shares”) of the common stock, no par value, of the Company (the “Common Stock”) by the Selling Shareholder The Company agrees with each of the Underwriters: (a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of each of BofA Securities, Inc. and Goldman Sachs & Co. LLC. representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to the sale by the Selling Shareholder of 54,500,000 shares of Elanco’s dispose of or transfer any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right records of the Company and its subsidiaries, (ii) such information was accurate and correct in all material respects, and (iii) such information did not omit to state a material fact necessary in the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus or Selling Shareholder Free Writing Prospectus shall have been initiated or threatened by the Commission; and all Youngâ) and Elanco US Inc. (âElancoâ), an Indiana corporation having its principal offices in Greenfield, Indiana. results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or specifically contemplated in the Pricing Prospectus or (y) the ability of the Company to The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is Information. financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, (D) extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company, the Selling Shareholder or any Underwriter, and their respective Unresolved Staff Comments 50 Item 2. 3. thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the aggregate, reasonably be expected to have a Material Adverse Effect; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has representation with respect to any action taken by any Underwriter or their affiliates); and. Stock,” insofar as they purport to constitute a summary of the terms of the Stock, and under the captions “Business—Regulatory,” “Business—Intellectual Property,” “Transactions with Related Persons,” of allocation which does not take account of the equitable considerations referred to above in this subsection (e). Greenfield, Indiana 46140. Health Incorporated, Bayer World Investments B.V., BofA Securities, Inc., Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named in The sale of Common Stock was made pursuant to Elanco’s existing registration statement on Form S-3 ASR (File No. Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) reasonable expenses in opinion and letter, each dated such Time of Delivery, in form and substance satisfactory to the Representatives; (d) Barnes & Thornburg LLP, Indiana counsel for the Company, shall have furnished to the Representatives their written opinion, dated such Time We have acted as special tax counsel to Elanco Animal Health Incorporated, an Indiana corporation (âParentâ), in connection with the proposed merger (the âFirst Mergerâ) of Elanco Athens Inc. (âMerger Subâ), a Delaware corporation and wholly owned subsidiary of Parent, with and into Aratana Therapeutics, Inc., a Delaware corporation (âAratanaâ), as contemplated by the Agreement and Plan of Merger, dated as of April 26, 2019, by and among Parent, Merger Sub and Aratana (the âMerger Agreementâ). Title 17 of the Code of Federal Regulations. reports furnished to its stockholders generally or to the Commission); provided that no documents or other information need to be furnished pursuant to this Section 5(i) to the extent they are suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and, in the event of any such issuance of a notice of objection, promptly to take such reasonably expects to incur, any material liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) in respect of a its subsidiaries is and has been in compliance with all statutes, rules or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. 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