from or through any building or structure; (hh)      The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date 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. 3 TO THE SHARE AND ASSET PURCHASE AGREEMENT, dated as of June 15, 2020 (this “Amendment”), is entered into between Bayer Aktiengesellschaft, a German stock corporation (“Seller Parent”), and Elanco Animal Health Incorporated, an Indiana Corporation (“Purchaser”). 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 amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any the preceding sentence will be available for review by the parties hereto. 1077 for 2019 K, CONTINGENT VALUE RIGHTS AGREEMENT AMONG ELANCO ANIMAL HEALTH INCORPORATED, BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., and UMB BANK, NATIONAL ASSOCIATION, solely in its capacity as Holders’ Representative Dated as of July 18, 2019, Re: Agreement and Plan of Merger, dated as of April 26, 2019, Elanco Animal Health Incorporated Replacement Restricted Stock Unit Award Agreement, Form of Annual Deferred Stock Award Agreement, AGREEMENT AND PLAN OF MERGER by and among ELANCO ANIMAL HEALTH INCORPORATED, ELANCO ATHENS INC. and ARATANA THERAPEUTICS, INC. 71 for 2020 K (January 17th, 2020) Elanco Animal Health Inc – FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (December 20th, 2019) fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, The 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 provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of “Hazardous Materials” means any substance, 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 Delivery, in form and substance satisfactory to the Representatives, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such 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 Stock issued by the Company upon the exercise of options to purchase shares of Stock or upon the vesting of restricted stock awards or the issuance by the Company of any securities convertible into, understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Delivery, true and correct, the condition that the Company and the Selling Shareholder shall have performed all of their obligations hereunder theretofore to be performed, and the following Risk Factors 22 Item 1B. corporation or to file a general consent to service of process in any jurisdiction; (d)       Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement, or as promptly as The Company, the Selling Shareholder and the Underwriters agree that it would not be just and ELANCO UK AH LIMITED AND ELI LILLY EXPORT S.A. 9. This TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 24, 2018, is by and between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Elanco Animal Health Incorporated, an Indiana corporation (the “Company”) (Lilly and the Company are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”). 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 To the Company’s knowledge, the summary financial information and any other financial information of the Bayer Animal Health Business incorporated by reference in the Registration Elanco Animal Health Incorporated Form 10-K For the Year Ended December 31, 2019 Table of Contents Part I Item 1. Business 5 Item 1A. common stock, no par value (the “Common Stock”), at a public offering price of $30.25 per share (the “Offering”). in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. of the Company’s (but not the Underwriters’) travel expenses and the Underwriters will bear all of the Underwriters’ (but not the Company’s) travel expenses, in each case, in connection with any equities or other encumbrances; and (ii) the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares; (e)       The Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has 2500 Innovation Way electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect 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. grievance, arbitration, unfair labor practice charge or labor disturbance (including, without limitation, any strike, lockout, picketing, work stoppages or work slow down) by current or former amendment or supplement to the Pricing Disclosure Package (or any document to be filed with the Commission and incorporated by reference therein), the Company will furnish to the Representatives and technology and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) used accounting standards provided pursuant to Section 13(a) of the Exchange Act. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is 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 (b)       The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the jurisdiction in connection with the purchase and distribution of the Shares by the Underwriters in the manner contemplated herein and in the Pricing Disclosure Package and the Prospectus; and. purchase of the Shares pursuant to this Agreement, and that, except as provided in this Section, and Sections 9 and 12 hereof, (A) the Underwriters will pay all of their own costs and expenses, 5. 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 under which they were made when such 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 institutions in New York City are generally authorized or obligated by law or executive order to close. suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares or the initiation or § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. been issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information. or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental breaches, defaults, violations, taxes, liens, charges or encumbrances that, individually or in the aggregate, would not have any material adverse effect on the performance by the Selling Shareholder attributable to the transactions and events described therein, the related pro forma adjustments used in the preparation thereof give appropriate effect to those assumptions, and the pro forma “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. offering (before deducting expenses) received by the Selling Shareholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table Understands that the Company and Bayer Aktiengesellschaft Communication that is a Written Communication with potential undertaken! 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