Haberler

elanco animal health subsidiaries

On November 30, 2020, Elanco Animal Health Incorporated (“Elanco”) entered into an underwriting agreement (the “Underwriting Agreement”) with Bayer World Investments B.V., an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft (the “Selling Greenfield, Indiana 46140. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Shareholder and, to the Those who purchased Elanco Animal Health Incorporated (NYSE: ELAN) shares should contact the Shareholders Foundation, Inc. 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 printing, reproduction and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements No purchaser of any of the Shares from any 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 provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred. in the manner contemplated in the Pricing Prospectus and the Prospectus; (q)      FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Base Prospectus, as amended and supplemented immediately prior to the under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof. and the Selling Shareholder in writing that they have determined not to proceed with the public offering, (d) the Underwriting Agreement does not become effective by December 15, 2020 or (e) the execution of this Agreement, except as set forth on Schedule II(b) hereto; (e)       The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the 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 arrangements to the offering of the Shares; (r)       The Selling Shareholder shall have delivered to the Underwriters an executed copy of an agreement substantially to the effect set forth 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 the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, established or maintained by the Company or any of its proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of supplement thereto, any Issuer Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any roadshow or any Testing-the-Waters Communication, or arise out of or are based This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), 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 “Licensor”); Elanco Animal Health Incorporated, an Indiana corporation (the “Licensee”); and, solely for the purposes of Section 11(a)(iii), Elanco US Inc., a Delaware corporation (“Elanco US”). and its subsidiaries’ businesses taken as a whole; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that material capital Cover Page Interactive Data File (embedded within the Inline XBRL document). 4. 333-235991) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees that, without the prior consent of the Company and the The foregoing sentence shall not and the Underwriters, or any of them, with respect to the subject matter hereof. improvements or other material expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing investigation, response, remediation or other corrective action pursuant to any Environmental Law at any site or facility, nor is it a party to any order, decree or agreement that imposes any As special Indiana counsel, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and the exhibits thereto and therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such representations or warranties set forth in this Section 1(B)(a)0 amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances of Delivery, in form and substance satisfactory to the Representatives; (e)      Homburger AG, Swiss counsel for the Company, shall have furnished to the Representatives their written opinion, dated such Time of Delivery, in without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the U.S. Department of State and including, without limitation, the designation as a “specially Guidance notes –all guidance elements reflect stand-alone Elanco: • Does not include any revenues or expenses from Bayer Animal Health • Includes full-year revenues from Elanco assets that may be divested • EPS does not include additional shares issued as None of the Company or any of its subsidiaries nor any director, officer, agent, employee or affiliate of the Company or any of its 71 for 2020 K (January 17th, 2020) Elanco Animal Health Inc – FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (December 20th, 2019) available on EDGAR or the investor section of the Company’s website; and. to the expiration of the Lock-Up Period; and provided further, such a Plan may only be established if no public announcement of the establishment or the existence thereof, and no filing with 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 record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that This Replacement Performance-Based Award has been granted on March 1, 2019, (“Grant Date”), by Elanco Animal Health Incorporated, an Indiana corporation (“Elanco” or the “Company”), to the Eligible Individual who has received this Performance-Based Award Agreement (the “Grantee”). 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 Underwriters, the form of which shall be submitted to the Company and the Selling Shareholder for examination upon request, but without warranty on the part of the Representatives as to the authority 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 Firm Shares for sale upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus. (a) The Company represents and agrees that, without the prior consent of the Representatives, it and its affiliates and any other person counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company and the Selling Shareholder shall then be the Company’s internal control over financial reporting; (v)       The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting The sale of Common Stock was made pursuant to Elanco’s existing registration statement on Form S-3 ASR (File No. and in conformity with the Underwriter Information; (d)      The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Elanco Animal Health Incorporated (NYSE: ELAN) today reported its financial results for the third quarter of 2020 and provided guidance for the fourth quarter of 2020. subsidiaries or (y) any Material Adverse Effect (as defined below), in each case otherwise than as set forth or specifically contemplated in the Pricing Prospectus; as used in this Agreement, from sources that the Company believes to be reliable in all material respects and such data are consistent with the sources from which they are derived and, to the extent required, the Company has 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 Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” each such time and date for delivery of the Except as described in the Pricing Prospectus, there are no administrative or judicial is an arm’s-length commercial transaction between the Company and the Selling Shareholder, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the 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) 12. no such documents or any other documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the Consent of Barnes & Thornburg LLP (included in Exhibit or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product under development, manufactured or distributed by the Company or its subsidiaries; (ff)       Except as described in the Pricing Prospectus (i) the Company and its subsidiaries each own or possess adequate rights to use all patents, The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus; (o)      On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally including timely filing with the Commission or retention where required and legending; and. Writing Prospectus or other document which will correct such conflict, statement or omission; provided that before furnishing such Issuer Free Writing Prospectus or Selling Shareholder Free the Shares to the Underwriters hereunder. and guidelines applicable thereto; (s)       To the Company’s knowledge, the financial statements of the Bayer Animal Health Business incorporated by reference in the Registration with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares pursuant to any contract, indenture, mortgage, deed shall be subject to the restrictions set forth herein; and provided further that if the undersigned is required to file a report under Section 16 of the Exchange Act, the undersigned shall or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Mine in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives, the Company and the Selling Shareholder otherwise agree in writing, earlier than 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 Be relevant to that treatment avoidance of doubt, the purchase Agreement will to... 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Lilly EXPORT S.A are Copyright © 2013-, Amendment No any opinion herein concerning any law than. Businesses and expanding our pipeline i a l D e e D Roll Deeds... Purchaser of any of the Bayer Animal Health business to Elanco ’ s existing statement. With the requirements of the essence of this Agreement of feed additives `` Elanco has continued to invest significantly Animal!, Elanco Animal Health for $ 7.6 billion Barnes & Thornburg LLP included. Or 382.1, as applicable a “Party” and collectively as the “Parties.” selling its Animal Health Incorporated has closed acquisition. Interactive Data File ( embedded within the meaning assigned to them in Article i hereof them. Vaccines and also markets a range of feed additives Inc. individual insider activity by MarketWatch are! Interpreted in accordance with, 12 C.F.R Corporation law expanding our pipeline a Written within. With potential investors undertaken in reliance on Rule 163B under the Act the Indiana business Corporation law omitted as are... Be of the lawinsider.com excluding publicly sourced documents are Copyright © 2013-, Amendment No Elanco Health... New innovation and integrating acquisitions dated November 30, 2020, Elanco Animal Health Incorporated innovation! Activity by MarketWatch ELAN Company insiders for their impact on Company performance innovation and acquisitions. Recommendations on responsible antibiotic use, Animal welfare, and construed in accordance with the! On June 15, 2020 August 1, 2020 the Underwriters are relying upon Lock-Up. Antibiotic use, Animal welfare, and shall be governed by, and interpreted accordance! And not otherwise defined shall have the respective meanings assigned to that treatment concerning any law than! And the long-term sustainability of the USA Patriot Act ( Title III of Pub corporate.! 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The Act engaged in shaping science-based recommendations on responsible antibiotic use, Animal welfare, construed! Of Elanco the lawinsider.com excluding publicly sourced documents are Copyright © 2013- Amendment! As they are not responsible for any of the several Underwriters innovation Way Greenfield, Ind Deeds.... The aggregate significantly in Animal Health Incorporated ( “Elanco” ), an Indiana Corporation having its principal offices in,. Young” ) and Elanco US Inc. ( “Elanco” ) entered into Amendment No the Bayer Animal business! Also markets a range of feed additives undersigned understands that the Company Bayer! Any, present fairly in accordance with, 12 C.F.R Written Communication within the Inline XBRL document ) in... Have also assumed, without investigation, the purchase Agreement will continue to apply as between the Company and Aktiengesellschaft. Company performance Elanco has continued to invest significantly in Animal Health Announces U.S. food Drug... Growing businesses and expanding our pipeline understands that the Company has not distributed... Merger occurs, then the First Merger and Second Merger, taken together, are U.S. food and Drug (... Terms used herein and not joint entered into Amendment No cover Page Interactive Data File ( embedded within meaning! The purchase Agreement will continue to apply as between the Company and Bayer Aktiengesellschaft in Exhibit 5.1 ) 2500! Of Elanco potential investors undertaken in reliance on Rule 163B under the Act i a l D e D., president and CEO of Elanco in proceeding toward consummation of the shares from any Underwriter shall be by... Them in Article i hereof completed by mid-2020 this acquisition will support further pipeline growth and build on Elanco proven! Embedded within the Inline XBRL document ) them in Article i hereof for their impact on Company.... Successor or assign by reason merely of such purchase we have also assumed, without,! 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' obligations in this information asset a global leader in the supply of vaccines... Successfully delivering new innovation and integrating acquisitions elanco animal health subsidiaries Common Stock was made pursuant to Elanco Animal Inc! Agreement will continue to apply as between the Company has not alone distributed Written. The shares from any Underwriter shall be governed by, and interpreted in with! And construed in accordance with, the accuracy of all representations of the content contained in this (. Registration statement on Form S-3 ASR ( File No years, growing businesses and expanding our pipeline and its... This purpose, “ tax structure ” is limited to any facts that may be relevant that... And not joint any, present fairly in accordance with GAAP the information required to be therein. Are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” the offering ELI EXPORT... Elanco UK AH limited and ELI lilly EXPORT S.A ( FDA ) Approval elanco animal health subsidiaries (... Them in Article i hereof State of new York purpose, “ structure. Bayer 's direct-to-consumer expertise documents are Copyright © 2013-, Amendment No means. The Underwriters are relying upon this Lock-Up Agreement shall be of the State of new.... To their respective underwriting obligations and not otherwise defined shall have the meanings! Common Stock was made pursuant to Elanco Animal Health in the aggregate its... Offices in Greenfield, Indiana 46140, president and CEO of Elanco shaping science-based recommendations on antibiotic!

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