Case: 1:16-cv-00651 Document #: 106-21 Filed: 05/08/18 Page 1 of 31 PageID #:3257
`Case: 1:16-cv-00651 Document #: 106-21 Filed: 05/08/18 Page 1 of 31 PageID #:3257
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`EXHIBIT U
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`https://www.sec.gov/Archives/edgar/data/1274057/000110465904015693/a04-6330_1ex2d1.htm
`Case: 1:16-cv-00651 Document #: 106-21 Filed: 05/08/18 Page 2 of 31 PageID #:3258
`EX 2 1 2 a04 6330 1ex2d1 htm EX 2 1
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`Exhibit 2 1
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`SEPARATION AND DISTRIBUTION AGREEMENT
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`by and between
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`ABBOTT LABORATORIES
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`and
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`HOSPIRA, INC.
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`Dated as of April 12, 2004
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`THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 12, 2004, is by and between ABBOTT
`LABORATORIES, an Illinois corporation (“Abbott”) and HOSPIRA, INC., a Delaware corporation (“Hospira”).
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`R E C I T A L S:
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`WHEREAS, the board of directors of Abbott has determined that it is appropriate and advisable to: (i) separate the Hospira
`Business (as defined herein) from the Abbott Business (as defined herein) (the “Separation”); and (ii) following the Separation, make a
`distribution, on a pro rata basis, to holders of common shares, without par value, of Abbott (the “Abbott Common Shares”) of all of the
`outstanding shares of common stock, par value $0.01 per share, of Hospira (together with the associated preferred stock purchase
`rights, the “Hospira Common Stock”), owned by Abbott (the “Distribution”); and
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`WHEREAS, each of Abbott and Hospira has determined that it is necessary and advisable to set forth the principal
`transactions required to effect the Separation and the Distribution and to describe other agreements that will govern certain other
`matters prior to and following the Separation and the Distribution.
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`NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement (as
`defined herein), the Parties (as defined herein) hereby agree as follows:
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`ARTICLE I
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`DEFINITIONS
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`SECTION 1.01. Definitions. Reference is made to Section 9.14 regarding the interpretation of certain words and
`phrases used in this Agreement. In addition, for the purpose of this Agreement, the following terms shall have the meanings set forth
`below.
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`“Abbott” has the meaning set forth in the Preamble.
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`“Abbott Business” means all businesses and operations (whether or not such businesses or operations are or have been
`terminated, divested or discontinued) conducted prior to the Effective Time by Abbott, the Abbott Subsidiaries, Hospira and the
`Hospira Subsidiaries, in each case that are not included in the Hospira Business. For purposes of this Agreement and the Ancillary
`Agreements only, the Abbott Business shall also be deemed to include the businesses and operations (whether or not such businesses or
`operations are or have been terminated, divested or discontinued) conducted prior to the Effective Time by TAP Pharmaceutical
`Products Inc., TAP Finance Inc. and TAP Pharmaceuticals Inc.
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`“Abbott Common Shares” has the meaning set forth in the Recitals.
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`“Abbott Entry Point Companies” means Abbott, Abbott Laboratories International Co., an Illinois corporation and Abbott
`Subsidiary, AIL and Tobal Products Incorporated, an Illinois corporation and Abbott Subsidiary.
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`“Abbott Indemnitees” means: (i) Abbott and each Abbott Subsidiary; (ii) each of the respective past, present and future
`directors, officers, employees or agents of the entities described in (i) above, in each case in their respective capacities as such; and (iii)
`each of the heirs, executors, successors and assigns of any of the foregoing.
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`“Abbott Indemnity Obligations” means all Liabilities (other than Hospira Liabilities) to the extent such Liabilities relate to,
`arise out of or result from any of the following items:
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`(i) any failure of Abbott or any Abbott Subsidiary to pay, perform or otherwise promptly discharge any Abbott
`Liabilities in accordance with their terms;
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`(ii) any breach by Abbott or any Abbott Subsidiary of this Agreement or any of the Ancillary Agreements; and
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`(iii) any untrue statement or alleged untrue statement of a material fact made explicitly in Abbott’s name in the
`Registration Statement or the Information Statement as the same may be amended prior to the Effective Time, or any omission
`or alleged omission to state a material fact necessary to make any such statement made explicitly in Abbott’s name not
`misleading.
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`“Abbott Liabilities” means the Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions,
`conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being
`contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of Abbott
`and the Abbott Subsidiaries and, prior to the Effective Time, Hospira and the Hospira Subsidiaries, in each case that are not Hospira
`Liabilities or Hospira Indemnity Obligations.
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`“Abbott Marketing Affiliate” means the entities set forth on Schedule 1.01(a).
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`“Abbott Other Liabilities” has the meaning set forth on Schedule 1.01(n).
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`“Abbott Subsidiary” means any Subsidiary of Abbott other than Hospira and any Hospira Subsidiary.
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`“Actual Deferred Taxes” means the Tax effect of the sum of all temporary differences relating to Taxes and all other
`differences relating to the basis of property or liabilities properly classified under GAAP as temporary items of Hospira and its
`Subsidiaries, adjusted for the effect of Abbott’s filing its 2003 and 2004 U.S. federal income Tax returns.
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`“ADR” has the meaning set forth in Section 7.01.
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`“Adjustment” has the meaning set forth in Section 2.15.
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`“Agent” means EquiServe Trust Company, N.A., or such other trust company or bank appointed by Abbott that shall act as
`distribution agent, transfer agent and registrar for the Hospira Common Stock in connection with the Distribution.
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`“Agreement” means this Separation and Distribution Agreement and each of the Schedules hereto.
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`“AIL” means Abbott International Ltd., a Delaware corporation and an Abbott Subsidiary that will become a limited liability
`company in connection with the Separation.
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`“ALI” means Abbott Laboratories Inc., a Delaware corporation and an Abbott Subsidiary.
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`“Ancillary Agreements” means all written agreements, instruments, understandings, assignments or other arrangements (other
`than this Agreement) entered into by the Parties or any of their respective Subsidiaries in connection with the Separation, the
`Distribution and the other transactions contemplated by this Agreement, including the following: (i) the Conveyance and Assumption
`Instruments; (ii) the Employee Benefits Agreement; (iii) the Information Technology Agreement; (iv) the Intellectual Property
`Assignment Agreement; (v) the Intellectual Property License Agreements; (vi) the International Commercial Operations Agreement;
`(vii) the Inventory Trademark License Agreement; (viii) the Leases; (ix) the Manufacture and Supply Agreements; (x) the Tax Sharing
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`Agreement; (xi) the Transition Marketing and Distribution Services Agreements; (xii) the Transition Services Agreements; and (xiii)
`any other agreements which the Parties determine are necessary or advisable in connection with the Separation, the Distribution and the
`other transactions contemplated by this Agreement and the Ancillary Agreements.
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`“Asset Transfer Date” means April 26, 2004 or such other date not later than the Distribution Date as may be determined by
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`Abbott.
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`“Assets” means assets, rights, claims and properties of all kinds, real and personal, tangible, intangible and contingent,
`including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession,
`franchise, instrument, undertaking, commitment, understanding or other arrangement and any rights or benefits pursuant to any
`Proceeding.
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`“Business Entity” means any corporation, general or limited partnership, trust, joint venture, unincorporated organization,
`limited liability entity or other entity.
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`“Bylaws” means the Amended and Restated Bylaws of Hospira, substantially in the form of Exhibit A.
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`“Certificate of Incorporation” means the Restated Certificate of Incorporation of Hospira, substantially in the form of
`Exhibit B.
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`“Code” means the Internal Revenue Code of 1986, as amended.
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`“Commission” means the Securities and Exchange Commission.
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`“Consents” means any consents, waivers or approvals from, or notification requirements to, any Third Parties.
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`“Conveyance and Assumption Instruments” means, collectively, such deeds, bills of sale, Asset transfer agreements,
`endorsements, assignments, assumptions (including Liability assumption agreements), leases, subleases, affidavits and other
`instruments of sale, conveyance, contribution, distribution, lease, transfer and assignment between Abbott or, where applicable, any
`Abbott Subsidiary, on the one hand, and Hospira or, where applicable, any Hospira Subsidiary or designee of Hospira, on the other
`hand, as may be necessary or advisable under the laws of the relevant jurisdictions to effect the Separation.
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`“Delayed Ex-U.S. Commercial Assets” means: (i) the Hospira Assets (other than Delayed Ex-U.S. Manufacturing Assets)
`that are held as of the Effective Time by: (A) any Abbott Marketing Affiliate; or (B) any Abbott Subsidiary organized under the laws of
`any jurisdiction outside the United States; and (ii) the Hospira Assets that are held by Abbott or any Abbott Subsidiary of the type
`described in subsection (v) of the definition of Hospira Assets.
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`“Delayed Ex-U.S. Commercial Liabilities” means: (i) the Hospira Liabilities (other than Delayed Ex-U.S. Manufacturing
`Liabilities) of any: (A) Abbott Marketing Affiliate; or (B) Abbott Subsidiary organized under the laws of any jurisdiction outside the
`United States, in each case that remain outstanding as of the Effective Time; and (ii) the Hospira Liabilities of Abbott or any Abbott
`Subsidiary of the type described in subsection (vi) of the definition of Hospira Liabilities.
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`“Delayed Ex-U.S. Manufacturing Assets” means the Hospira Assets held by the Ex-U.S. Manufacturing Subsidiaries that are
`used in manufacturing operations at the Hospira Ex-U.S. Manufacturing Facilities, legal title to which is not contributed, assigned,
`transferred, conveyed or delivered to Hospira or a Hospira Subsidiary prior to the Effective Time because such action would require a
`Consent which has not been obtained as of that date.
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`“Delayed Ex-U.S. Manufacturing Liabilities” means the Hospira Liabilities of the Ex-U.S. Manufacturing Subsidiaries that
`are incurred in the manufacturing operations at the Hospira Ex-U.S. Manufacturing Facilities and are not assigned to and accepted and
`assumed by Hospira or a Hospira Subsidiary prior to the Effective Time because such action would require a Consent which has not
`been obtained as of that date.
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`“Delayed Transfer Assets” means the Delayed U.S. Assets, the Delayed Ex-U.S. Manufacturing Assets and the Delayed Ex-
`U.S. Commercial Assets.
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`“Delayed Transfer Liabilities” means the Delayed U.S. Liabilities, the Delayed Ex-U.S. Manufacturing Liabilities and the
`Delayed Ex-U.S. Commercial Liabilities.
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`“Delayed U.S. Assets” means the Hospira Assets held by Abbott or any Abbott Subsidiary incorporated under U.S. state law,
`legal title to which is not contributed, assigned, transferred, conveyed and delivered to Hospira or a Hospira Subsidiary prior to the
`Effective Time because such action would require a Consent which had not been obtained as of that date.
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`“Delayed U.S. Liabilities” means the Hospira Liabilities of Abbott or any Abbott Subsidiary incorporated under U.S. state law
`which are not assigned to and accepted and assumed by Hospira or a Hospira Subsidiary prior to the Effective Time because such
`action would require a Consent which has not been obtained as of that date.
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`“Delayed U.S./Ex-U.S. Manufacturing Assets” means Delayed U.S. Assets and Delayed Ex-U.S. Manufacturing Assets.
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`“Delayed U.S./Ex-U.S. Manufacturing Liabilities” means Delayed U.S. Liabilities and Delayed Ex-U.S. Manufacturing
`Liabilities.
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`“Discontinued Products” means the products (regardless of whether or not such products were: (i) abandoned or discontinued
`in clinical study phase; or (ii) ever marketed or sold to Third Parties) that were terminated, divested or discontinued by Abbott’s
`hospital products division or Abbott’s international division prior to the Effective Time; provided that such products are of a nature or
`type that would have resulted in such products’ being included as Hospira Products if such products had not been terminated, divested
`or discontinued prior to the Effective Time. By way of example, Schedule 1.01(o) sets forth whether or not certain products shall be
`Discontinued Products.
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`“Distribution” has the meaning set forth in the Recitals.
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`“Distribution Date” means the date determined by the board of directors of Abbott, in its sole discretion, for the
`consummation of the Distribution.
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`“Effective Time” means 11:59 p m. Eastern Time on the Distribution Date.
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`“Employee Benefits Agreement” means the Employee Benefits Agreement entered into prior to the Effective Time by and
`between Abbott and Hospira.
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`“Employment Tax” means withholding, payroll, social security, workers compensation, unemployment, disability and any
`similar tax imposed by any Tax Authority, and any interest, penalties, additions to tax or additional amounts with respect to the
`foregoing imposed on any taxpayer or consolidated, combined or unitary group of taxpayers.
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`“Environmental Law” means any supranational, international, national, federal, state, or local statute, ordinance, rule,
`regulation, code, license, permit, authorization, approval, Consent, common law (including tort and environmental nuisance law), legal
`doctrine, order, judgment, decree, injunction, requirement or agreement with any Governmental Authority, now or hereafter in effect
`relating to employee health and safety, pollution or the environment (including ambient air, surface water, groundwater, land surface or
`subsurface strata or wildlife or other natural resources) or to emissions, discharges, releases or threatened releases of any substance
`currently or at any time hereafter listed, defined, designated or classified as hazardous, toxic, waste, radioactive or dangerous, or
`otherwise regulated, under any of the foregoing, or otherwise relating to the manufacture, processing, distribution, use, treatment,
`storage, disposal, transport or handling of any such substances, including the Comprehensive Environmental Response, Compensation
`and Liability Act, the Superfund Amendments and Reauthorization Act and the Resource Conservation and Recovery Act and
`comparable provisions in any other applicable law.
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`“Environmental Liabilities” means all Liabilities relating to, arising out of or resulting from any Environmental Law or
`contract or agreement relating to employee health and safety, pollution or environmental matters (including ambient air, surface water,
`groundwater, land
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`surface or subsurface strata or wildlife or other natural resources) or to emissions, discharges, releases or threatened releases of any
`substance currently or at any time hereafter listed, defined, designated or classified as hazardous, toxic, waste, radioactive or
`dangerous, or otherwise regulated under any Environmental Law, or otherwise relating to the manufacture, processing, distribution,
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`use, treatment, storage, disposal, transport or handling of any such substances (including all removal, remediation or cleanup costs,
`investigatory costs, governmental response costs, natural resources damages, property damages, personal injury damages, costs of
`compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and
`indemnity, contribution or similar obligations).
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`“Estimated Deferred Taxes” means the Tax effect of the estimated sum of all temporary differences relating to Taxes and all
`other differences relating to the basis of property or liabilities properly classified under GAAP as temporary items, as reflected on the
`pro forma balance sheet accounts of Hospira and its Subsidiaries as of the Distribution Date as determined by the Parties within 60
`days after the Distribution Date.
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`“Ex-U.S. Manufacturing Subsidiaries” means: (i) the following Abbott Subsidiaries: Abbott Laboratories Limited, a
`Canadian company; Abbott Hospitals Limited, a Bahamas company; Abbott Ireland, a Bermuda company; Abbott Ireland Holdings
`Ltd., a Bermuda limited liability company; and Knoll-Ravizza Farmaceutici SpA, an Italian company; and (ii) the following
`Transferred Entities: Abbott Laboratories de Costa Rica Ltd., a Bahamas company; and Abbott Hospital de Costa Rica Ltd., a
`Bahamas company.
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`“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated
`thereunder.
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`“Excluded Assets” means: (i) all Assets of the Parties or their respective Subsidiaries to the extent such Assets relate to, arise
`out of or result from the Abbott Business, it being understood that none of the Assets on Schedule 1.01(k) shall be Excluded Assets; (ii)
`all cash and cash equivalents as of the Effective Time of Abbott, each Abbott Subsidiary, Hospira and each Hospira Subsidiary, except
`as set forth on Schedule 1.01(d); (iii) all Assets that are expressly contemplated by this Agreement or any Principal Ancillary
`Agreement to be Assets retained by Abbott or any Abbott Subsidiary; (iv) all Assets of TAP Pharmaceutical Products Inc., TAP
`Finance Inc. or TAP Pharmaceuticals Inc.; and (v) all other Assets set forth on Schedule 1.01(b).
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`“Excluded Liabilities” means all of the following Liabilities of the Parties or their respective Subsidiaries:
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`(i) all Liabilities to the extent such Liabilities relate to, arise out of, or result from any Excluded Assets (it being
`understood that Liabilities relating to, arising out of or resulting from Hospira Assets or Hospira Products shall not be
`Excluded Liabilities);
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`(ii) all Abbott Other Liabilities;
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`(iii) all Liabilities that are expressly contemplated by this Agreement or any Principal Ancillary Agreement to be
`Liabilities not transferred to or assumed by Hospira or any Hospira Subsidiary; and
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`(iv) all other Liabilities set forth on Schedule 1.01(c).
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`“Final Adjustment” has the meaning set forth in Section 2.15.
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`“Financing Agreements” means the financing agreements to be entered into prior to the Effective Time by and among Abbott,
`Hospira and an agent or co-agents selected by Abbott and Hospira for a principal amount of approximately Seven Hundred Million
`U.S. Dollars (US$700,000,000).
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`“GAAP” means U.S. generally accepted accounting principles as applied by Abbott as of the Distribution Date.
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`“Governmental Authority” means any supranational, international, national, federal, state, or local court, government,
`department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority, including the
`NYSE and any similar self-regulatory body under applicable securities laws or regulations.
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`“Hospira” has the meaning set forth in the Preamble.
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`“Hospira Assets” means only the following Assets of the Parties or their respective Subsidiaries, but excluding any Excluded
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`Assets:
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`(i) the outstanding capital stock of the Transferred Entities;
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`(ii) the Assets included on the Hospira Pro Forma Balance Sheet or any subledger thereto that are owned by either
`Party or any of their respective Subsidiaries as of the Effective Time;
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`(iii) the Assets of either Party or any of their respective Subsidiaries as of the Effective Time that are of a nature or
`type that would have resulted in such Assets’ being included as Assets on a pro forma combined balance sheet of Hospira and
`the notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared) on a
`basis consistent with the determination of the Assets included on the Hospira Pro Forma Balance Sheet or any subledger
`thereto;
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`(iv) the Assets expressly allocated to Hospira or any Hospira Subsidiary under this Agreement or any of the
`Principal Ancillary Agreements;
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`(v) the trade receivables, inventory, service equipment and other Assets (including Assets expressly allocated to
`Hospira or any Hospira Subsidiary under this Agreement or any Principal Ancillary Agreement) that will be held during the
`International Transition Period on behalf of Hospira by Abbott or any Abbott Subsidiary in connection with the International
`Transition Period Business; provided such Assets are of a nature or type that would have resulted in such Assets’ being
`included as Assets on a pro forma combined balance sheet of Hospira and the notes or subledgers thereto as of the Effective
`Time (were such balance sheet, notes or subledgers to be prepared) on a basis consistent with the determination of the Assets
`included on the Hospira Pro Forma Balance Sheet or any subledger thereto;
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`(vi) the Hospira Products and the rights to Hospira Products;
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`(vii) the contract rights, licenses, trade secrets, know-how, clinical study data, product registrations, any other rights
`or intellectual property and any other rights, claims or properties, in each case: (A) as of the Effective Time; (B) to the extent
`related to the Hospira Products or the Hospira Business; and (C) that are of a nature or type that would not typically appear on
`a balance sheet and the notes or any subledger thereto and are not otherwise specifically addressed under any other subsection
`of this definition; and
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`(viii) the Assets identified on Schedule 1.01(d).
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`All Delayed Transfer Assets shall be Hospira Assets for purposes of this Agreement and the Ancillary Agreements regardless of when
`legal title to such Delayed Transfer Assets is transferred to Hospira or any Hospira Subsidiary or designee.
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`“Hospira Bahamas” means Hospira Limited, a Bahamas company and a Hospira Subsidiary.
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`“Hospira Business” means:
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`(i) the business and operations conducted prior to the Effective Time by Abbott, the Abbott Subsidiaries, Hospira
`and the Hospira Subsidiaries to the extent such business and operations relate to, arise out of or result from the Hospira
`Products (including the marketing, distribution and sale of such Hospira Products, but excluding the research, development
`and manufacture of such Hospira Products for the purposes of this clause (i));
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`(ii) the business and operations conducted prior to the Effective Time by Abbott, the Abbott Subsidiaries, Hospira
`and the Hospira Subsidiaries of manufacturing: (A) Hospira Products; (B) other products manufactured as part of the One 2
`OneTM contract manufacturing business; and (C) products that will be manufactured for Abbott or any Abbott Subsidiary by
`Hospira or its Subsidiaries after the Effective Time pursuant to the Manufacture and Supply Agreements, in each case as
`conducted at the manufacturing facilities set forth on Schedule 1.01(k);
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`(iii) the research and development projects undertaken by Abbott’s hospital products division prior to the Effective
`Time: (A) to the extent related to Hospira Products; (B) to the extent related to the intellectual property being transferred or
`assigned to Hospira pursuant to this Agreement or any Principal Ancillary Agreement; or (C) described on Schedule 1.01(l);
`and
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`(iv) the business and operations conducted prior to the Effective Time by Abbott, the Abbott Subsidiaries, Hospira
`and the Hospira Subsidiaries with respect to the Discontinued Products, but only to the extent of and expressly limited to the
`Assets and Liabilities described in Item 4 of Schedule 1.01(d) and Item 1 of Schedule 1.01(f).
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`“Hospira Common Stock” has the meaning set forth in the Recitals.
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`“Hospira Ex-U.S. Manufacturing Facilities” means the manufacturing facilities operated prior to the Effective Time by
`Abbott, Abbott Subsidiaries, Hospira or Hospira Subsidiaries at the following locations: Finisklin, Ireland; La Aurora, Costa Rica;
`Liscate, Italy; Lurganbuoy, Donegal, Ireland; Montreal, Quebec, Canada; and San Cristobal, Dominican Republic.
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`“Hospira Indemnitees” means: (i) Hospira and each Hospira Subsidiary; (ii) each of the respective past, present and future
`directors, officers, employees or agents of the entities described in (i) above, in each case in their respective capacities as such; and (iii)
`each of the heirs, executors, successors and assigns of any of the foregoing.
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`“Hospira Indemnity Obligations” means all Liabilities to the extent such Liabilities relate to, arise out of or result from any of
`the following items:
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`(i) any failure of Hospira or any Hospira Subsidiary to pay, perform or otherwise promptly discharge any Hospira
`Liabilities in accordance with their terms;
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`(ii) any breach by Hospira or any Hospira Subsidiary of this Agreement or any of the Ancillary Agreements; and
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`(iii) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a
`material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all
`information contained in the Registration Statement or the Information Statement (other than the matters described in
`subparagraph (iii) of the definition of Abbott Indemnity Obligations).
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`“Hospira Liabilities” means all of the following Liabilities of the Parties or their respective Subsidiaries, but excluding any
`Excluded Liabilities:
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`(i) all Liabilities included on the Hospira Pro Forma Balance Sheet or any subledger thereto that remain outstanding
`as of the Effective Time;
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`(ii) all other Liabilities that are incurred or accrued by either Party or any of their respective Subsidiaries from the
`date of the Hospira Pro Forma Balance Sheet to the Effective Time that are of a nature or type that would have resulted in
`such Liabilities’ being included as Liabilities on a pro forma combined balance sheet of Hospira and the notes or subledgers
`thereto as of the Effective Time (were such balance sheet, notes or subledgers to be prepared) on a basis consistent with the
`determination of the Liabilities included on the Hospira Pro Forma Balance Sheet or any subledger thereto
`
`(iii) all Liabilities expressly allocated to Hospira or any Hospira Subsidiary pursuant to this Agreement or any
`Principal Ancillary Agreement;
`
`(iv) all Liabilities to the extent relating to, arising out of or resulting from actions, inactions, events, omissions,
`conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease
`being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the
`
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`Effective Time) in each case to the extent such Liabilities relate to, arise out of or result from any Hospira Asset or the
`Hospira Business;
`
`(v) all Liabilities relating to, arising out of or resulting from the Financing Agreements;
`
`(vi) all Liabilities (including Liabilities expressly allocated to Hospira or any Hospira Subsidiary under this
`Agreement or any Principal Ancillary Agreement) relating to, arising out of or resulting from any actions, inactions,
`omissions, conditions, facts or circumstances occurring or existing during the International Transition Period to the extent
`such Liabilities relate to, arise out of or result from the International Transition Period Business or a Hospira Asset used in the
`International Transition Period Business (except any indemnity or payment obligations of Abbott or any Abbott Subsidiary
`
`https://www.sec.gov/Archives/edgar/data/1274057/000110465904015693/a04-6330_1ex2d1.htm
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`7/30
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`FK-DEXMED0196503
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`

`

`https://www.sec.gov/Archives/edgar/data/1274057/000110465904015693/a04-6330_1ex2d1.htm
`Case: 1:16-cv-00651 Document #: 106-21 Filed: 05/08/18 Page 9 of 31 PageID #:3265
`under any Transition Marketing and Distribution Services Agreement or the International Commercial Operations
`Agreement); and
`
`(vii) all other Liabilities set forth on Schedule 1.01(f).
`
`All Delayed Transfer Liabilities shall be Hospira Liabilities for purposes of this Agreement and the Ancillary Agreements regardless of
`when legal title to such Delayed Transfer Liabilities is transferred to Hospira or any Hospira Subsidiary or designee.
`
`
`“Hospira Pro Forma Balance Sheet” means the pro forma combined balance sheet of Hospira, including the notes thereto, as
`of December 31, 2003, as presented in the Information Statement mailed to the Record Holders prior to the Effective Time.
`
`“Hospira Proceeding Liabilities” means any Proceeding Liabilities that are Hospira Liabilities, including the Proceeding
`Liabilities relating to, arising out of or resulting from the Proceedings identified on Schedule 1.01(i).
`
`“Hospira Products” means the products set forth on Schedule 1.01(e).
`
`“Hospira SpA” means Hospira SpA, an Italian company and a Hospira Subsidiary.
`
`“Hospira Subsidiary” means any Subsidiary of Hospira. For greater clarity, the Transferred Entities shall be deemed to have
`been Hospira Subsidiaries at all times prior to the Effective Time.
`
`“HWI” means Hospira Worldwide, Inc., a Delaware corporation and a Hospira Subsidiary.
`
`“Indemnifying Party” has the meaning set forth in Section 4.04(a).
`
`“Indemnitee” means any Hospira Indemnitee or any Abbott Indemnitee, as appropriate.
`
`“Indemnity Payment” has the meaning set forth in Section 4.04(a).
`
`“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or
`intangible forms, including studies, reports, records, books,
`
`
`10
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`
`contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints,
`diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software,
`marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos
`and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial,
`employee or business information or data.
`
`“Information Statement” means the information statement forming a part of the Registration Statement as the same may be
`amended or supplemented from time to time.
`
`“Information Technology Agreement” means the Information Technology Agreement entered into prior to the Effective Time
`by and between Abbott and Hospira or their respective Subsidiaries.
`
`“Insurance Proceeds” means, with respect to any insured party, those monies, net of any applicable premium adjustments
`(including rese