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Shire plc – ‘8-K’ for 1/11/16 – EX-2.1

On:  Monday, 1/11/16, at 5:08pm ET   ·   For:  1/11/16   ·   Accession #:  1047469-16-9624   ·   File #:  0-29630

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/11/16  Shire plc                         8-K:1,7,9   1/11/16    5:1.8M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     54K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    667K 
                          Liquidation or Succession                              
 3: EX-10.1     Material Contract                                   HTML     86K 
 4: EX-10.2     Material Contract                                   HTML    644K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML     57K 

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

AMONG

SHIRE PLC

BEARTRACKS, INC. AND

BAXALTA INCORPORATED

Dated as of January 11, 2016

TABLE OF CONTENTS

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Index of Defined Terms

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AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 11, 2016, is among Shire plc ("Parent"), a company incorporated in Jersey, BearTracks, Inc. ("Sub"), a Delaware corporation and a wholly-owned subsidiary of Parent, and Baxalta Incorporated (the "Company"), a Delaware corporation.

R E C I T A L S

        WHEREAS, the Board of Directors of each of Parent, Sub and the Company has approved this Agreement and the transactions contemplated hereby, including the Merger (as defined in Section 1.1(a)), in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and upon the terms and subject to the conditions set forth herein;

        WHEREAS, the Board of Directors of the Company (the "Company Board") has determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable to, fair to and in the best interests of, the Company and the holders of outstanding shares of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock") and, subject to the terms and conditions of this Agreement, has resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement;

        WHEREAS, the Board of Directors of Parent (the "Parent Board") has determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are advisable to, and in the best interests of, Parent and the holders of outstanding ordinary shares, par value £0.05 per share, of Parent (the "Parent Ordinary Shares") and American Depositary Shares of Parent ("Parent ADSs") duly and validly issued in accordance with the Deposit Agreement (such holders of Parent Ordinary Shares and Parent ADSs, collectively, the "Parent Stockholders") and, subject to the terms and conditions of this Agreement, has resolved to recommend that the Parent Stockholders approve the Merger, as required by the UK Listing Rules for class 1 transactions, and approve the issuance of Parent Ordinary Shares underlying the Parent ADSs as provided in Section 2; and

        WHEREAS, Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the other transactions contemplated hereby.

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties covenants and agreements set forth herein, the parties hereto agree as follows:

SECTION 1

THE MERGER

        1.1    The Merger.     

        (a)   Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2), the Company and Sub shall consummate a merger (the "Merger"), in accordance with the DGCL, pursuant to which (i) Sub shall be merged with and into the Company and the separate corporate existence of Sub shall thereupon cease, (ii) the Company shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall continue to be governed by the laws of the State of Delaware, (iii) the corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger and (iv) the Surviving Corporation shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with the DGCL. As a result of the Merger, the Surviving Corporation shall become a wholly-owned subsidiary of Parent.

        (b)   At the Effective Time, the Certificate of Incorporation of Sub, as in effect immediately prior to the Effective Time, shall be amended and restated as set forth on Exhibit A hereto and shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.

        (c)   At the Effective Time, the By-Laws of Sub, as in effect immediately prior to the Effective Time, shall be amended and restated as set forth on Exhibit B hereto and shall be the By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

        1.2    Effective Time.     Parent, Sub and the Company shall cause a certificate of merger with respect to the Merger (the "Certificate of Merger") to be filed on the Closing Date (as defined in Section 1.3) or on such other date as Parent and the Company may agree, with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or such later time and date as may be agreed by Parent and the Company in writing and specified in the Certificate of Merger, and such time on such date is referred to herein as the "Effective Time."

        1.3    Closing.     The closing of the Merger (the "Closing") shall take place as early as practicable on a date to be specified by the parties hereto, which shall be no later than the fourth (4^th) Business Day after satisfaction or waiver of all of the conditions set forth in Section 7, except for any such conditions that by their nature may only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing (the "Closing Date"), at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199, unless another date or place is agreed to in writing by the parties hereto.

        1.4    Directors and Officers of the Surviving Corporation.     The directors of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws.

        1.5    Subsequent Actions.     At and after the Effective Time, the Merger shall have the effects set forth in the DGCL. If at any time after the Effective Time the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either the Company or Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each such corporation or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

SECTION 2

CONVERSION OF SECURITIES

        2.1    Conversion of Capital Stock.     As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of Company Common Stock or any shares of common stock of Sub ("Sub Common Stock"):

        (a)    Sub Common Stock and Surviving Corporation Stock.     Each issued and outstanding share of Sub Common Stock shall be cancelled and retired and shall cease to exist. Immediately following the Effective Time, the Surviving Corporation shall issue to Parent a number of shares of common stock, par value $0.01 per share, of the Surviving Corporation equal to the number of

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shares of Sub Common Stock outstanding immediately prior to the Effective Time upon payment by Parent to the Surviving Corporation of an amount equal to the product of (x) the number of shares of the Surviving Corporation issued to Parent and (y) the par value of such shares.

        (b)    Cancellation of Treasury Stock and Parent-Owned Stock.     All shares of Company Common Stock that are held by the Company as treasury stock and any shares of Company Common Stock owned by Parent, Sub or any other direct or indirect wholly-owned subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

        (c)    Conversion of Shares of Company Common Stock.     Each issued and outstanding share of Company Common Stock (other than shares of Company Common Stock to be cancelled in accordance with Section 2.1(b) and Dissenting Shares shall be converted into the right to receive both (i) $18.00 (the "Per Share Cash Consideration"), payable to the holder thereof in cash, without interest and (ii) 0.1482 of a Parent ADS duly and validly issued against the deposit of the requisite number of Parent Ordinary Shares in accordance with the Deposit Agreement (the "Per Share Stock Consideration" together with the Per Share Cash Consideration are collectively referred to herein as the "Per Share Merger Consideration"). From and after the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") or book-entry share (a "Book-Entry Share") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and any dividends or other distributions declared by the Company Board having a record date prior to the Effective Time which remain unpaid as of the Effective Time, without interest thereon, together with any dividends or other distributions to which holders thereof are entitled pursuant to Section 2.2(c), upon the surrender of such Certificate or Book-Entry Share in accordance with Section 2.2.

        (d)    Parent Ordinary Shares.     Notwithstanding anything to the contrary in this Agreement, Parent may, in its sole discretion, permit holders of Company Common Stock to elect to receive 0.4446 of a Parent Ordinary Share for each outstanding share of Company Common Stock in lieu of the Per Share Stock Consideration described in Section 2.1(c)(ii), in which event (i) any and all Parent Ordinary Shares delivered to such holders who have elected to receive Parent Ordinary Shares shall, for all purposes of this Agreement, be deemed to be the Per Share Stock Consideration and (ii) Parent shall be deemed to have satisfied its obligations under this Agreement with respect to Parent ADSs through the registration, issuance, delivery and listing of Parent Ordinary Shares.

        (e)    Adjustments.     If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock (or American depositary shares, as the case may be) of the Company or Parent shall occur as a result of any reclassification, stock split (including a reverse stock split), combination, exchange, readjustment, stock dividend or stock distribution or any similar event, the Per Share Merger Consideration and any other similarly dependent items (including any amounts payable pursuant to Section 2.4) shall be equitably adjusted to provide to the holders of shares of Company Common Stock, Company Options, Company Restricted Stock Units and other awards under the Company Equity Plan the same economic effect as contemplated by this Agreement prior to such action; provided, that nothing in this Section 2.1(e) shall be deemed to permit any party hereto to take any action that is prohibited under either Section 5.1(b) or 5.2(b) or that is not otherwise permitted by this Agreement.

        2.2    Exchange of Certificates and Book-Entry Shares.     

        (a)    Exchange Agent.     Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the holders of shares of

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Company Common Stock in connection with the Merger (the "Exchange Agent") and to receive the consideration to which holders of shares of Company Common Stock shall become entitled pursuant to Section 2.1(c). Parent shall, at or prior to the Closing, (i) deposit, or cause any direct or indirect wholly-owned subsidiary of Parent to deposit, with the Exchange Agent, in trust for the benefit of holders of Company Common Stock, the cash necessary to pay the aggregate Per Share Cash Consideration for the shares of Company Common Stock converted into the right to receive the Per Share Merger Consideration and (ii) (A) deposit with the Exchange Agent American depositary receipts evidencing or (B) provide the Exchange Agent an uncertificated Parent ADS book-entry representing the aggregate number of Parent ADSs that are issuable pursuant to Section 2.1(c) (such cash and Parent ADSs, together with any distributions or dividends with respect thereto as provided in Section 2.2(c), being hereinafter referred to as the "Exchange Fund"). If for any reason the Exchange Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under Section 2.1(c) and Section 2.2(e), Parent shall promptly deposit, or cause a direct or indirect wholly-owned subsidiary of Parent to deposit promptly, additional cash with the Exchange Agent sufficient to make all cash payments of the aggregate Per Share Cash Consideration and any cash payable in lieu of fractional Parent ADSs pursuant to Section 2.2(e) and additional Parent ADSs with the Exchange Agent sufficient to make all payments of the aggregate Per Share Stock Consideration, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Exchange Agent shall invest the cash in the Exchange Fund as directed by Parent and any interest resulting from such investments shall be paid to Parent; provided, that (x) such investments shall be in short-term obligations of the United States or guaranteed by the United States and backed by the full faith and credit of the United States, in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Financial Services LLC ("S&P"), respectively, in certificates of deposit, bank purchase agreements or banker's acceptances of commercial banks with capital exceeding $15 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment and (y) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement.

        (b)    Exchange Procedures.     

          (i)  As promptly as practicable following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate representing shares of Company Common Stock, whose shares were converted pursuant to Section 2.1(c) into the right to receive the Per Share Merger Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Certificate shall pass, only upon delivery of such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and properly completed, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Section 2.2 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, American depositary receipts or book-entries representing the proper number of Parent ADSs, together with a check for any cash to be paid upon due

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surrender of the Certificate, shall be issued to such transferee (after giving effect to any required Tax withholdings as provided in Section 2.5) if the Certificate formerly representing such shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any and all transfer and other Taxes required by reason of the issuance to such transferee have been paid or are not applicable.

         (ii)  Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Section 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Per Share Merger Consideration shall upon receipt by the Exchange Agent of an "agent's message" in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such share of Company Common Stock, and the Book-Entry Shares of such holder shall forthwith be cancelled.

        (c)    Distributions with Respect to Unexchanged Shares.     All Parent ADSs to be issued pursuant to the Merger (and all Parent Ordinary Shares represented thereby) shall be deemed issued and outstanding as of the Effective Time; provided that no dividends or other distributions with respect to Parent ADSs or Parent Ordinary Shares represented thereby with a record date after the Effective Time shall be paid to the former holder of any Company Common Stock until such holder shall surrender such shares in accordance with this Section 2.2. Subject to the effect of applicable Law: (i) at the time of the surrender of any such shares of Company Common Stock for exchange in accordance with the provisions of this Section 2.2, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions declared by the Parent Board (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore paid with respect to the number of whole or fractional Parent ADSs (in the case of fractional Parent ADSs, in accordance with Section 2.2(e)) that such holder is entitled to receive and (ii) at the appropriate payment date and without duplicating any payment made under clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender) payable with respect to the number of whole or fractional Parent ADSs (in the case of fractional Parent ADSs, in accordance with Section 2.2(e)) that such holder receives.

        (d)    Transfer Books; No Further Ownership Rights in Shares of Company Common Stock.     At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Section 2.

        (e)    Treatment of Fractional Parent ADSs.     No American depositary receipt or scrip representing fractional Parent ADSs or book-entry credit of the same shall be issued in the Merger. In lieu of any fractional Parent ADSs to which a former holder of Company Common Stock would otherwise be entitled (after taking into account all Certificates and Book-Entry Shares

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delivered by or on behalf of such holder), such holder of shares of Company Common Stock surrendered in the manner described in this Section 2.2 shall be paid an amount in cash (without interest) determined by multiplying (i) the Fair Market Value of a Parent ADS by (ii) the fraction of a Parent ADS to which such holder would otherwise be entitled, in which case Parent shall make available to the Exchange Agent, in addition to any other cash being provided to the Exchange Agent pursuant to Section 2.2(a), the amount of cash necessary to make such payments. The parties acknowledge that payment of cash consideration in lieu of issuing fractional Parent ADSs represented thereby was not separately bargained for consideration but represents merely a mechanical rounding off for purposes of simplifying the problems that would otherwise be caused by the delivery of fractional Parent ADSs and Parent Ordinary Shares represented thereby.

        (f)    Termination of Exchange Fund; No Liability.     At any time following twelve (12) months after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any funds (including any interest or other income received with respect thereto) made available to the Exchange Agent and not disbursed (or for which disbursement is pending subject only to the Exchange Agent's routine administrative procedures) to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Per Share Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any holder of a Certificate or Book-Entry Share for Per Share Merger Consideration delivered to a Governmental Authority in accordance with any applicable abandoned property, escheat or similar Law. If Certificates and Book-Entry Shares are not surrendered prior to the fifth (5^th) anniversary of the Closing Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority), unclaimed Per Share Merger Consideration payable with respect to such shares of Company Common Stock shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

        (g)    Lost Certificates.     If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such customary amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration with respect thereto.

        2.3    Dissenting Shares.     

        (a)   Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has complied with Section 262 of the DGCL with respect thereto (the "Dissenting Shares") shall not be converted into a right to receive the Per Share Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its statutory right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such shares of Company Common Stock, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such

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shares of Company Common Stock shall be converted into and represent only the right to receive the Per Share Merger Consideration pursuant to Section 2.2.

        (b)   The Company shall give Parent (i) prompt notice of any written demands for appraisal and attempted withdrawals of such demands and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal. Parent shall have the right to direct all negotiations with holders of Dissenting Shares, and, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

        2.4    Company Compensatory Awards.     

        (a)   Prior to the Effective Time, the Company Board (or the appropriate committee of the Company Board) shall adopt such resolutions and shall take such other actions as are required to approve the transactions contemplated by this Section 2.4. Prior to adopting any such resolutions, the Company shall provide Parent with a reasonable opportunity to review and comment upon such resolutions and shall consider any comments from Parent thereon in good faith.

        (b)   Each option (other than an option granted to a non-employee director of the Company or Baxter International, Inc. ("Baxter")) to acquire shares of Company Common Stock granted under the Company's 2015 Incentive Plan (each such option, a "Company Option," and such plan, the "Company Equity Plan") that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled as of immediately prior to the Effective Time and exchanged as of the Effective Time for an award of stock options ("Parent Options") exercisable in accordance with their terms for Parent Ordinary Shares or Parent ADSs (as determined by Parent). Each such award of Parent Options will have the same terms and conditions (including, with respect to vesting) as applied to the award of Company Options for which it was exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement and changes to administrative or ministerial provisions as in the reasonable and good faith determination of Parent are appropriate to conform the administration of Parent Options with other awards under Parent's equity plans, and except as described below; provided that each award of Parent Options granted in exchange for an award of Company Options that was subject to vesting based on achievement of a per share price of Company Common Stock or any other performance-based vesting condition as of immediately prior to the Effective Time shall vest solely based on the continued employment or other engagement by Parent or its subsidiaries of the grantee of the Company Options for which such award was exchanged through the end of the performance period or periods that applied to such Company Options as of immediately prior to the Effective Time (subject to such accelerated vesting as would apply upon a qualifying termination of employment or other service with respect to such grantee following a change in control). The exercise price per Parent Ordinary Share or Parent ADS, as applicable, underlying each such award of Parent Options will be the "initial per-share exercise price" determined as prescribed in the following sentence, rounded up to the nearest whole cent. For purposes of the preceding sentence, the "initial per-share exercise price" for any Parent Option shall be determined such that (i) equals (ii), where (i) is the ratio of (x) such initial per-share exercise price to (y) the Fair Market Value of a Parent Ordinary Share or Parent ADS, as applicable, and (ii) is the ratio of (X) the per-share exercise price of the Company Option for which it was exchanged, to (Y) the Fair Market Value of a share of Company Common Stock. The number of Parent Ordinary Shares or Parent ADSs, as applicable, underlying each award of Parent Options, determined as of the exchange, shall be that number of whole Parent Ordinary Shares or Parent ADSs, as applicable, which, if such award were exercised in full immediately upon such exchange on a cashless basis (without regard to the extent to which such Parent Option is then vested or exercisable and without regard to Taxes), would result in the delivery of Parent Ordinary Shares or Parent ADSs, as applicable, with an aggregate value (assumed for this purpose to be equal on a per-share basis to the Fair Market Value of a Parent

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Ordinary Share or Parent ADS, as applicable) as nearly as possible equal to, but not exceeding, the aggregate value of the shares of Company Common Stock (assumed for this purpose to be equal to the Fair Market Value of a share of Company Common Stock) that would have been delivered had the Company Option for which such award was exchanged been exercised in full as of immediately prior to the Effective Time on a cashless basis (without regard to the extent to which such Company Option was then vested or exercisable and without regard to Taxes). The foregoing adjustment will be subject to such modifications, if any, as are required to cause the substitution contemplated by this Section 2.4(b) to be made in a manner consistent with exemption from Section 409A of the Code.

        (c)   Each option to acquire shares of Company Common Stock granted to a non-employee director of the Company or Baxter (a "Non-Employee Director Option") under the Company Equity Plan that is outstanding and unexercised immediately prior to the Effective Time and for which the (i) Per Share Cash Consideration, plus (ii) the value of the Per Share Stock Consideration (determined based on the Fair Market Value of a Parent ADS) (the sum of (i) plus (ii), the "Gross Settlement Amount") exceeds the exercise price of such Non-Employee Director Option shall be cancelled as of immediately prior to the Effective Time and, in consideration of such cancellation, the holder thereof shall be entitled to receive promptly, but in no event later than ten (10) days after the Effective Time, a payment of cash and Parent ADSs in respect of such cancellation from the Company in an amount equal to the Per Share Merger Consideration (and which amount shall be divided between cash and Parent ADSs in the same proportion as the Per Share Merger Consideration) that he or she would have received had he or she exercised such Non-Employee Director Option in full (without regard to the extent to which the Non-Employee Director Option was vested or exercisable as of immediately prior to the Effective Time) on a cashless basis immediately prior to the Effective Time (assuming for this purpose that the value of a share of Company Common Stock as of the time of such deemed cashless exercise was equal to the Fair Market Value of a share of Company Common Stock). Each Company Option for which, as of the Effective Time, the Gross Settlement Amount does not exceed the exercise price of such Company Option shall be cancelled without any consideration being paid in respect thereof.

        (d)   Each award of restricted stock units (other than an award of restricted stock units granted to a non-employee director of the Company or Baxter) granted under the Company Equity Plan (a "Company Restricted Stock Unit") that is outstanding immediately prior to the Effective Time shall be cancelled as of immediately prior to the Effective Time and exchanged as of the Effective Time for an award of restricted stock units payable in Parent Ordinary Shares or Parent ADSs, as determined by Parent ("Parent Restricted Stock Units"). Each such award of Parent Restricted Stock Units will have the same terms and conditions (including, with respect to vesting) as applied to the award of Company Restricted Stock Units for which it was exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement, except for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of Parent Restricted Stock Units with other awards under Parent's equity plans, and except as provided in the following sentence. The number of Parent Ordinary Shares or Parent ADSs, as applicable, underlying the Parent Restricted Stock Units subject to each such award shall be that number of whole Parent Ordinary Shares or Parent ADSs, as applicable, that is equal to the "initial share number" determined as prescribed in the following sentence, rounded down to the nearest whole number of Parent Ordinary Shares or Parent ADSs, as applicable. For purposes of the preceding sentence, the "initial share number" shall be equal to (i)(x) the Fair Market Value of a share of Company Common Stock, multiplied by (y) the number of shares of Company Common Stock underlying the award for which such Parent Restricted Stock Units were exchanged, divided by (ii) the Fair Market Value of a Parent Ordinary Share or Parent ADS, as applicable.

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        (e)   Each award of restricted stock units granted under the Company Equity Plan to a non-employee director of the Company or Baxter (a "Non-Employee Director Restricted Stock Unit") that is outstanding immediately prior to the Effective Time, without regard to the extent then vested, shall be cancelled as of immediately prior to the Effective Time and, in consideration of such cancellation, the holder thereof shall be entitled to receive promptly, but in no event later than ten (10) days after the Effective Time, the Per Share Merger Consideration in respect of each share of Company Common Stock underlying his or her award of Non-Employee Director Restricted Stock Units.

        (f)    Each award of performance stock units granted under the Company Equity Plan (a "Company Performance Stock Unit") that is outstanding immediately prior to the Effective Time shall be cancelled as of immediately prior to the Effective Time and exchanged as of the Effective Time for an award of Parent Restricted Stock Units. The number of Parent Ordinary Shares or Parent ADSs, as applicable, underlying the Parent Restricted Stock Units subject to each such award shall be that number of whole Parent Ordinary Shares or Parent ADSs, as applicable, that is equal to the "initial share number" determined as prescribed in the following sentence, rounded down to the nearest whole number of Parent Ordinary Shares or Parent ADSs, as applicable. For purposes of the preceding sentence, the "initial share number" shall be equal to (i) (x) Fair Market Value of a share of Company Common Stock, multiplied by (y) the number of shares of Company Common Stock underlying the award (assuming that each of the performance goals with respect thereto has been achieved at the greater of (A) 100% of the target level and (B) actual performance levels measured as of the Effective Time and extrapolated through the end of the applicable performance period) for which such Parent Restricted Stock Units were exchanged, divided by (ii) the Fair Market Value of a Parent Ordinary Share or Parent ADS. Subject to the foregoing, each such award of Parent Restricted Stock Units will have the same terms and conditions as applied to the award of Company Performance Stock Units for which it was exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement and except for administrative and ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of Parent Restricted Stock Units with other awards under Parent's equity plans; provided, that an award of Parent Restricted Stock Units will vest solely based on the continued employment or other engagement by Parent or its subsidiaries of the grantee of the Company Performance Stock Units for which such award was exchanged through the end of the performance period or periods that applied to such Company Performance Stock Units as of immediately prior to the Effective Time (subject to such accelerated vesting as would apply upon a qualifying termination of employment or other service with respect to such grantee following a change in control).

        (g)   As soon as practicable following the date of this Agreement, the Company shall (i) amend the Company's Employee Stock Purchase Plan (the "ESPP") effective immediately such that no additional Offering (as defined in the ESPP) shall be commenced between the date of this Agreement and the Effective Time, (ii) provide that each Offering that would otherwise extend beyond the Effective Time will have an Offering End Date (as defined in the ESPP) that is seven (7) business days prior to the anticipated Effective Time, (iii) provide that each ESPP participant's accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP, (iv) provide that the applicable purchase price for shares of Company Common Stock (as a percentage of the fair market value of Company Common Stock) shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (v) provide that no participant in the ESPP may increase his or her rate of payroll deductions used to purchase shares of Company Common Stock under the ESPP after the date of this Agreement, (vi) provide that only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP after the date of this Agreement and (vii) provide that the ESPP shall

9

terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

        (h)   As of the Effective Time, the Company Equity Plan and ESPP shall terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled without consideration payable therefor, except to the extent provided in this Section 2.4.

        2.5    Withholding Taxes.     Parent, the Company or the Surviving Corporation shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any amounts payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of applicable state, local or foreign Tax law. To the extent such amounts are so deducted or withheld and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the person with respect to which such deduction and withholding was made.

        2.6    Associated Rights.     References in this Agreement to Company Common Stock shall include, unless the context requires otherwise, the associated rights (the "Company Rights") distributed to the holders of Company Common Stock pursuant to the Company Rights Agreement.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except (i) as disclosed in the Company SEC Documents and Company Furnished Documents filed with or furnished to the SEC by the Company on or after June 5, 2015 and prior to the date of this Agreement (in each case, excluding any risk factor disclosures contained under the heading "Risk Factors," any disclosure of risks included in any "forward-looking statements" disclaimer or any other statements to the extent they are similarly predictive or forward-looking in nature) and to the extent publicly available on the SEC's Electronic Data Gathering Analysis and Retrieval System ("EDGAR") or (ii) as set forth in the disclosure letter delivered by the Company to Parent (the "Company Disclosure Letter") concurrently with the execution of this Agreement, which Company Disclosure Letter identifies items of disclosure by reference to a particular section or subsection of this Agreement (it being understood and agreed that any information set forth in one section or subsection of the Company Disclosure Letter also shall be deemed to apply to each other section and subsection of this Agreement to which its applicability is reasonably apparent from the text of the disclosure), the Company hereby represents and warrants to Parent and Sub as follows:

        3.1    Organization, Standing and Corporate Power.     

        (a)   Each of the Company and its subsidiaries is a corporation or other legal entity duly organized and validly existing under the Laws of the jurisdiction of its incorporation, formation or organization, as the case may be, and has all requisite corporate, partnership or similar power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as currently conducted, except for such failures to be duly organized or validly existing or to have corporate, partnership or similar power or authority that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (b)   Each of the Company and its subsidiaries is duly licensed or qualified to do business and is in good standing (or equivalent status, to the extent such concept exists) in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets currently owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing (or equivalent

10

status) would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (c)   The Company has made available to Parent true and complete copies of the Company Charter and by-laws of the Company (together, the "Company Charter Documents"), in each case, as amended to the date of this Agreement. The Company Charter Documents and organizational or governing document of each of the Company's "significant subsidiaries" (as defined in Regulation S-X) are in full force and effect and the Company is not in violation of any of the provisions of the Company Charter Documents and none of the Company's significant subsidiaries is in violation of any of the provisions of its organizational or governing documents except, in each case, where such failures or violations would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.2    Corporate Authorization.     

        (a)   The Company has all necessary corporate power to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board. Except for (i) obtaining the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock that are entitled to vote thereon in favor of the adoption of this Agreement (the "Company Stockholder Approval") and (ii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors' rights generally and (B) is subject to general principles of equity, whether considered in a proceeding at Law or in equity (clauses (A) and (B) together, the "Bankruptcy and Equity Exception").

        (b)   At a meeting duly called and held, the Company Board, by resolutions of the directors present and voting at such meeting (which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn), has (i) determined that the terms of the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) resolved, subject to Section 5.4(d) and Section 5.4(e), to recommend that the Company's stockholders adopt this Agreement (the "Company Recommendation") and (iv) directed that this Agreement be submitted to the Company's stockholders for adoption.

        3.3    Governmental Authorization.     Except for (a) filings required under, and compliance with other applicable requirements of, (i) the Exchange Act, and any other applicable federal securities Laws, (ii) state securities or "blue sky" Laws and (iii) the rules and regulations of the New York Stock Exchange (the "NYSE"), (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (c) filings required under, and compliance with other applicable requirements of, the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation

11

or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively "Antitrust Laws") and (d) any notices, applications, authorizations or licenses required under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA") and the regulations of the United States Food and Drug Administration (the "FDA") promulgated thereunder, no consents or approvals of, or filings with, any Governmental Authority are necessary for the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, other than such consents, approvals or filings that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.4    No Conflict.     Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Merger or the other transactions contemplated hereby, nor compliance by the Company with any of the provisions of this Agreement, will (a) assuming that the Company Stockholder Approval is obtained, conflict with or violate the Company Charter Documents, (b) assuming that the consents, approvals and filings referred to in Section 3.3 and the Company Stockholder Approval are obtained and made, violate any Restraint or Law applicable to the Company or any of its subsidiaries, or (c) violate, breach, result in the loss of any benefit under, conflict with any provisions of, or constitute a default (or an event which, with the notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, cause any payment under or accelerate the performance required by, or result in the creation of any Lien (other than a Company Permitted Lien) upon the respective properties or assets of the Company or any of its subsidiaries under, any Company Material Contract, except in the case of clauses (b) and (c) as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.5    Capitalization.    

        (a)   As of the close of business on December 31, 2015 (the "Capitalization Date"), the authorized capital stock of the Company consisted of (i) 2,500,000,000 shares of Company Common Stock, of which 679,287,500 shares were issued and outstanding and no shares were held in the treasury of the Company, and (ii) 100,000,000 shares of the Company's preferred stock, par value $0.01 per share ("Company Preferred Stock"), of which no shares were issued and outstanding. There are no other classes of capital stock of the Company authorized or issued and outstanding. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights.

        (b)   From the close of business on the Capitalization Date through the date of this Agreement, there have been no issuances of shares of Company Common Stock, Company Preferred Stock or any other Equity Interests of the Company other than issuances of shares of Company Common Stock pursuant to the exercise of Company Options and the vesting and settlement of Company Restricted Stock Units and Company Performance Stock Units, in each case, outstanding as of the Capitalization Date under the Company Equity Plan. As of the close of business on the Capitalization Date, other than the Company Rights and purchase rights under the ESPP, the Company has not granted any options, warrants, calls, convertible securities or any other rights to a third party to acquire capital stock from the Company other than the Company Options, the Company Restricted Stock Units and the Company Performance Stock Units set forth in Section 3.5(b) of the Company Disclosure Letter. Section 3.5(b) of the Company Disclosure Letter sets forth a true and complete list, as of the Capitalization Date, of the number of shares of Company Common Stock subject to Company Options, Company Restricted Stock Units and Company Performance Stock Units and with respect to each such award, the extent to which such award is vested, the expiration date and, where applicable, the exercise price thereof. Not later than five (5) Business Days prior to the Effective Time, the Company will update Section 3.5(b) of

12

the Company Disclosure Letter as of the date of such update and provide such updated schedule to Parent.

        (c)   As of the close of business on the Capitalization Date, no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote were issued and outstanding.

        (d)   As of the date of this Agreement, (i) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (A) required by the terms of the Company Equity Plan, (B) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with awards under the Company Equity Plan or otherwise, or (C) as required by the terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date of this Agreement and set forth on Section 3.5(d) of the Company Disclosure Letter between the Company or any of its subsidiaries and any director or employee of the Company or any of its subsidiaries, (ii) there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company is a party, in each case pursuant to which any person is entitled to receive any payment from the Company based in whole or in part on the value of any capital stock of the Company (other than under the Company Equity Plan), and (iii) there are no outstanding obligations of the Company to accelerate the vesting of any Equity Interests of the Company under any provision of the Company Equity Plan or any agreement evidencing any outstanding Company Options, Non-Employee Director Options, Company Restricted Stock Units, Non-Employee Director Restricted Stock Units or Company Performance Stock Units.

        (e)   As of the date of this Agreement, there are no agreements with any person, other than those agreements with Baxter that are set forth on Section 3.5(e) of the Company Disclosure Letter, to which the Company is a party (i) restricting the transfer of Company Common Stock, (ii) affecting the voting rights of Company Common Stock or (iii) granting any preemptive or anti-dilutive rights with respect to any shares of Company Common Stock, Company Preferred Stock or other Equity Interests of the Company.

        3.6    Subsidiaries.    

        (a)   All outstanding shares of capital stock, voting securities or other Equity Interests of each subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable and, except for directors' qualifying shares (if any), all such securities are owned beneficially and of record by the Company or another wholly-owned subsidiary of the Company free and clear of all Liens (other than Company Permitted Liens). As of the date of this Agreement, there are no outstanding obligations of any subsidiary of the Company (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or anti-dilutive rights with respect to any shares of Equity Interests in any subsidiary of the Company.

        (b)   As of the date of this Agreement, there are no (i) outstanding options or other rights of any kind which obligate the Company or any of its subsidiaries to issue, transfer, sell or deliver any shares of capital stock, voting securities or other Equity Interests of any subsidiary of the Company or any securities or obligations convertible into, exchangeable or exercisable for any shares of capital stock, voting securities or other Equity Interests of a subsidiary of the Company or (ii) other options, calls, warrants or other rights, agreements, arrangements or commitments

13

relating to the capital stock, voting securities or other Equity Interests of any subsidiary of the Company to which the Company or any of its subsidiaries is a party.

        (c)   As of the date of this Agreement, except for the ownership of Equity Interests in the Company's subsidiaries and investments in marketable securities and cash equivalents, none of the Company or any of its subsidiaries owns directly or indirectly any Equity Interest in any person, or has any obligation or has made any commitment to acquire any such Equity Interest, to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any of its subsidiaries or any other person that is or would reasonably be expected to be, individually or in the aggregate, material to the Company and its subsidiaries, taken as a whole.

        3.7    SEC Filings and the Sarbanes-Oxley Act.     

        (a)   All of the reports, statements, schedules, forms and other documents filed or required to be filed by the Company with the SEC (such reports, statements, schedules, forms and other documents filed by the Company and those filed by the Company subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents") and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by the Company and those furnished by the Company subsequent to the date of this Agreement, collectively, the "Company Furnished Documents"), in each case in respect of reporting periods commencing on or after July 1, 2015 (the "Distribution Date"), have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Company SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as applicable, and none of such Company SEC Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Company SEC Document as of their respective filing date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents or Company Furnished Documents. To the knowledge of the Company, as of the date hereof, there are no internal or third party investigations regarding accounting practices of the Company.

        (b)   All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (together with the related notes and schedules thereto, the "Company Financial Statements") complied at the time they were filed (or, if amended prior to the date of this Agreement, as of the date of such amendment) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, were prepared in accordance with GAAP (except as may be indicated in the notes thereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments).

        (c)   Neither the Company nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or

14

among the Company and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its subsidiaries in the Company's or any of its subsidiaries' published financial statements or any Company SEC Documents.

        (d)   Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, in each case, with respect to the Company SEC Documents, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any Company SEC Document, except as disclosed in certifications filed with the Company SEC Documents. Since the Distribution Date through the date of this Agreement, to the knowledge of the Company, neither the Company nor any of the Company's subsidiaries received any material complaint or claim that the Company or any of its subsidiaries has engaged in illegal or fraudulent accounting or auditing practices.

        (e)   As of the date of this Agreement, the Company is not required to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until its Annual Report on Form 10-K for the year ending December 31, 2016.

        (f)    Since the Distribution Date, the Company has not received any written notification of any (x) "significant deficiency" or (y) "material weakness" in the Company's internal controls over financial reporting. There is no outstanding "significant deficiency" or "material weakness" which has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board.

        (g)   The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE applicable to the Company, and is in compliance in all material respects with all rules, regulations and requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC, in each case to the extent applicable to the Company. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the Distribution Date to the date of this Agreement, neither the Company nor any of its subsidiaries has made, modified (in any material way), or forgiven personal loans to any executive officer or director of the Company.

        3.8    Information Supplied.     The information supplied by the Company relating to the Company and its subsidiaries and used in the proxy statement to be provided to the Company's stockholders in connection with the Company Stockholders Meeting and in the prospectus relating to the Parent ADSs (or the Parent Ordinary Shares represented thereby) to be offered pursuant to this Agreement and the Merger (such proxy statement and prospectus and any amendment thereof or supplement thereto, the "Proxy Statement/Prospectus"), the registration statement on Form S-4 (of which the Proxy Statement/Prospectus will form a part) with respect to the issuance of the Parent ADSs (or the Parent Ordinary Shares represented thereby) in the Merger (such registration statement together with the amendments and supplements thereto, the "Form S-4") and any other documents filed with the SEC pursuant to the Securities Act or Exchange Act which the Form S-4 incorporates by reference, and any amendment or

15

supplement thereto, in each case in connection with the Merger will not, on the date the Form S-4 is declared effective, the date the Proxy Statement/Prospectus is mailed to the Company's stockholders and at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein and necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The information supplied by the Company relating to the Company and its subsidiaries and used in the prospectus (the "Parent UK Prospectus") pursuant to the UK prospectus rules made by the UK Listing Authority ("UKLA") under Part VI of UK FSMA (such rules, the "UK Prospectus Rules"), the circular (the "Parent Stockholder Circular") to be provided to the Parent Stockholders in connection with the Parent Stockholders Meeting and any other documents filed pursuant to the UK Prospectus Rules, in each case in connection with the Merger, will in all material respects, on the dates upon which such documents in their final forms are first made available to the public and to the knowledge of the Company, (a) be in accordance with the facts, and (b) not contain any omission likely to affect the import of such information. No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus, the Form S-4, the Parent UK Prospectus, the Parent Stockholder Circular or any other document filed or furnished with or to the SEC or the UKLA or pursuant to the Securities Act, the Exchange Act or the UK Prospectus Rules based on information supplied by Parent or Sub expressly for inclusion therein.

        3.9    Absence of Certain Changes.     Other than in connection with the transactions contemplated by this Agreement, since the Distribution Date through the date of this Agreement, (a) the Company and each of its subsidiaries have conducted the Company Business in the ordinary course and (b) there has not been any effect, event, occurrence, development or change in such period that has had or would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.10    No Undisclosed Liabilities.     Except as reflected or reserved against in the Company Financial Statements (including in the notes thereto) filed prior to the date of this Agreement and except for liabilities incurred in the ordinary course of business since September 30, 2015, the Company and its subsidiaries do not have any material liabilities required by GAAP to be reflected or reserved against in the Company Financial Statements.

        3.11    Compliance with Laws.     Since the Distribution Date, the Company and its subsidiaries, and, to the knowledge of the Company, between January 1, 2013 and the Distribution Date, the predecessors of the Company and its subsidiaries, with respect to the Company Business, are and have been in compliance with all Laws applicable to them, except where any such failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, as of the date of this Agreement, no investigation by any Governmental Authority with respect to the Company or any of its subsidiaries is pending or threatened in writing except for any investigations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

        3.12    Material Contracts.     

        (a)   As of the date of this Agreement, none of the Company nor any of its subsidiaries is a party to any Contract (other than Company Plans):

          (i)  pursuant to which the Company or any of its subsidiaries has material continuing obligations which require annual payments by the Company and its subsidiaries of $17,500,000 or more relating to the research, development, clinical trial, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to, any product or product candidate for which the Company or any of its subsidiaries is currently engaged in research or development, including the following Contracts to the extent they satisfy the foregoing standard in this Section 3.12(a)(i): (A) material manufacture or supply services or material Contracts with contract research organizations for clinical trials-related services; (B) material

16

transfer Contracts for pre-clinical products or clinical products of the Company or any of its subsidiaries with commercial, pharmaceutical or biotechnology companies; and (C) Contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any of its subsidiaries or income or revenues related to any product or clinical product candidate of the Company or any of its subsidiaries;

         (ii)  that expressly contains any non-compete or exclusivity provision or limits the ability of the Company or any of its subsidiaries, in a manner that is material to the business of the Company and its subsidiaries, taken as a whole, as currently conducted, (A) to compete in any line of business, in any geographic area or with any person and (B) to sell products to or purchase supplies from any other person or entity;

        (iii)  that governs the formation or governance of any material joint-venture or partnership to which the Company or any of its subsidiaries is a party;

        (iv)  providing for the acquisition or disposition of businesses (whether by merger, purchase or sale of stock or assets or otherwise) with respect to which the aggregate amount of consideration that the Company or any of its subsidiaries is required to pay following the date of this Agreement (including the assumption of liabilities) exceeds $50,000,000;

         (v)  that is a loan or credit agreement, indenture, note or other Contract or instrument evidencing Indebtedness for borrowed money (including any guarantee thereto) that has outstanding Indebtedness in a principal amount in excess of $50,000,000 or any financial derivatives master agreement or confirmation, futures account opening agreement or brokerage statement which has a marked to market value (or, if any actual amount is due as the result of a termination or close-out of the applicable derivative, a termination or close out- value) in excess of $50,000,000;

        (vi)  that is a mortgage, pledge, security agreement, deed of trust, capital lease or similar agreement that creates or grants a Lien on any material property or asset of the Company or any of its subsidiaries, in each case securing an obligation with a value in excess of $10,000,000;

       (vii)  that is a Collective Bargaining Agreement;

      (viii)  that is a Contract granting a right of first refusal or first negotiation to any third party over any material assets of the Company;

        (ix)  with Baxter or any of its subsidiaries that was entered into in connection with or in contemplation of the Company's separation from Baxter; or

         (x)  that is any Contract that is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC).

All Contracts described in this Section 3.12(a), together with each Contract to which Baxter or any of its subsidiaries is a party that inures to the benefit or burden of the Company or the Company Business, including any Mixed Contracts (as defined in the Distribution Agreement), that would be in effect on the date of the Agreement and, to the knowledge of the Company, otherwise need to be disclosed pursuant to this Section 3.12(a) if the Company was a party thereto, in each case which the Company has the exclusive right (as between the Company and Baxter) to control, shall be collectively referred to as the "Company Material Contracts."

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        (b)   Except, in each case, as has not had and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, as of the date of this Agreement, (i) each of the Company Material Contracts is valid, binding and in full force and effect with respect to the Company and its subsidiaries party thereto and, to the knowledge of the Company, each other party thereto and enforceable, in all material respects, in accordance with its terms against the Company and its subsidiaries party thereto (subject to the Bankruptcy and Equity Exception), (ii) the Company and each of its subsidiaries has performed all material obligations required to be performed by them under the Company Material Contracts to which they are parties, (iii) to the knowledge of the Company, each other party to a Company Material Contract has performed all material obligations required to be performed by it under such Company Material Contract, (iv) no party to any Company Material Contract has given the Company or any of its subsidiaries written notice of its express intention to terminate or fail to renew any Company Material Contract and (v) neither the Company nor any of its subsidiaries has received written notice of any material violation or material default under any Company Material Contract.

        3.13    Litigation.     As of the date of this Agreement, there is no complaint, claim, action, suit, arbitration, mediation, investigation or proceeding (each, an "Action") pending and served or, to the knowledge of the Company, threatened in writing, to which the Company or any of its subsidiaries is or would be a party, in each case that would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. As of the date of this Agreement, there are no outstanding judgments, writs, injunctions, decrees or orders of any Governmental Authority against or, to the knowledge of the Company, binding on the Company or its subsidiaries that have had or would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.14    Real Properties.     

        (a)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) the Company or one of its subsidiaries, as the case may be, holds good and valid fee simple title to all real property owned in fee by the Company or any of its subsidiaries as of the date of this Agreement and material to the business of the Company and its subsidiaries (collectively, the "Company Owned Real Property"), free and clear of all Liens, except for Company Permitted Liens (subject to any state of facts an accurate survey would show, provided same does not prohibit or materially impair the current use and operation of such parcel of such Company Owned Real Property) and (ii) there are no outstanding options or rights of first refusal or offer to purchase or lease the Company Owned Real Property.

        (b)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) each agreement under which the Company or any of its subsidiaries is, as of the date of this Agreement, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the date of this Agreement and are material to the business of the Company and its subsidiaries, taken as a whole (each a "Company Real Property Lease"), is, with respect to the Company or the applicable subsidiary of the Company, a valid and subsisting agreement in full force and effect and constitutes a valid, binding and enforceable obligation of the Company or the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception and (ii) the Company has not received any written notice of termination or cancellation of or of a breach or default under any Company Real Property Lease that remains uncured as of the date of this Agreement nor, to the knowledge of the Company, has any event occurred which, with notice or lapse of time or both, would constitute a breach or default under any such Company Real Property Lease, or permit the termination or cancellation of any such Company Real Property Lease.

        (c)   The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the "Company Real Property." To the knowledge of the Company,

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(i) neither the Company nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and (ii) the Company has not received written notice threatening any such proceedings, in each case, except for such proceedings as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. To the knowledge of the Company, neither the Company nor any of its subsidiaries has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any Company Real Property that would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.15    Intellectual Property.     

        (a)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) all material issued Patents and pending Patent applications, registered Trademarks and pending applications for registration of Trademarks included in the Company Intellectual Property (regardless of whether filed by the Company or any of its subsidiaries, or by any other person and regardless of whether the Company is the sole, co-, or joint owner thereof with any third parties), in each case material to the Company and its subsidiaries, taken as a whole, and necessary for the conduct of the business and operations (including both marketed products and product candidates under clinical or preclinical trial or development) of the Company and its subsidiaries, taken as a whole, as presently conducted (the "Material Company Intellectual Property") have been, to the knowledge of the Company, prosecuted and issued or granted in compliance in all material respects with all applicable Laws; (ii) the Material Company Intellectual Property is free and clear of all Liens (other than Company Permitted Liens); (iii) to the knowledge of the Company, all issued Patents and registered Trademarks included in the Material Company Intellectual Property are valid, subsisting and enforceable; (iv) none of the Material Company Intellectual Property is the subject of any outstanding written injunction, decree, order or judgment, in each case, in which the Company or any of its subsidiaries is a party, that materially adversely restricts the use, transfer, registration or licensing thereof by the Company or any of its subsidiaries, or otherwise materially adversely affects the validity, scope, use, registrability or enforceability of any Material Company Intellectual Property; and (v) to the knowledge of the Company, the Company and its subsidiaries have rights to use all Material Company Intellectual Property. Upon the execution of this Agreement and the consummation of the Merger, the Company and its subsidiaries shall have the right to exercise all of their rights under agreements granting rights to the Company or any of its subsidiaries with respect to Intellectual Property of third parties to substantially the same extent and in substantially the same manner they would have been able to had the Merger not occurred, without the payment of any additional consideration as a direct result of the execution of this Agreement and the consummation of the Merger and without the necessity of any third party consent as a result of such transactions, except in the case where the failure to have any such rights would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (b)   No claim is pending and either served or noticed in writing, on, upon, or against the Company or any of its subsidiaries, or to the knowledge of the Company, threatened in writing against the Company or any of its subsidiaries, (i) alleging that the conduct of the business and operations of the Company and its subsidiaries as currently conducted infringes, dilutes, misappropriates, or otherwise violates the Intellectual Property of any third party or (ii) challenging the validity, scope, use, enforceability, or registrability of any Company Intellectual Property or the ownership by the Company or its subsidiaries of any Company Intellectual Property, in each case in a manner that has had or would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Since the Distribution Date, it has

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been the continuing policy of the Company that all employees, consultants, and independent contractors of the Company and its subsidiaries who have contributed in any material respect to the creation, discovery, invention, conception, or development of any Material Company Intellectual Property are, subject to applicable Law, obligated to assign to the Company or its subsidiaries any Intellectual Property arising or resulting from services performed for or on behalf of the Company or its subsidiaries and to cooperate with and assist the Company in the prosecution and enforcement of such Material Company Intellectual Property, except in the case where the failure to have such a policy would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. To the knowledge of the Company, since the Distribution Date, any funding, facilities or personnel of any Governmental Authority that were used to develop or create any Material Company Intellectual Property would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole, with respect to the ownership or other rights of the Company and its subsidiaries in or to the Company Intellectual Property, taken as a whole.

        (c)   To the knowledge of the Company, no person is infringing, misappropriating, diluting, or otherwise violating any Material Company Intellectual Property, and, no such claims have been asserted in writing or, to the knowledge of the Company, threatened in writing, against any person by the Company, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (d)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and its subsidiaries have used commercially reasonable efforts to protect the secrecy and confidentiality of the Company's and its subsidiaries' material Trade Secrets that are owned by the Company or its subsidiaries, or co-owned or jointly-owned by them with any third parties.

        3.16    Taxes.     Except as has not had and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

        (a)   (i) The Company and each of its subsidiaries have duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them, and all such filed Tax Returns are true, correct and complete; and (ii) all Taxes that are due and payable in respect of such Tax Returns have been paid (other than Taxes which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP on the consolidated financial statements included in the most recent Company SEC Documents).

        (b)   To the knowledge of the Company, all of the representations made by the Company to KPMG LLP in connection with the opinion letter delivered by KPMG LLP related to the Distribution (as defined in the Tax Matters Agreement) or to the Internal Revenue Service in connection with the request for a private letter ruling in connection with the Distribution were true, correct and complete as of the date such representations were delivered.

        (c)   The Company and each of its subsidiaries:

          (i)  have complied with all applicable Laws, rules, and regulations relating to the payment and withholding of Taxes with respect to amounts owing to any employee, independent contractor, stockholder, creditor or third party within the time and in the manner prescribed by Law;

         (ii)  have not waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency, which waiver or extension is currently effective, other than in connection with an extension of time for filing a Tax Return;

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        (iii)  have no pending or, to the knowledge of the Company, threatened audits, examinations, or assessments (or other similar proceedings initiated by a Governmental Authority) in respect of Taxes;

        (iv)  have no Liens for Taxes upon any property or assets of the Company or any of its subsidiaries, other than Company Permitted Liens;

         (v)  without regard to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement, the Tri-Party Agreement and any related agreements, have complied with the Tax Matters Agreement; and

        (vi)  do not participate and have not participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b).

        3.17    Employee Benefit Plans.     

        (a)   Section 3.17(a) of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of each Company Plan in the United States and each material Company Plan outside the United States. The Company has made available to Parent true and complete copies of each material Company Plan in the United States (including all amendments thereto) and each Company Plan or other plan, program or arrangement in the United States set forth on Section 5.6(d) of the Company Disclosure Letter.

        (b)   Each Company Plan intended to qualify under Section 401 of Code (a "Company Qualified Plan") is covered by a determination, opinion or advisory letter from Internal Revenue Service upon which it can rely that it is qualified under Section 401 of the Code or, if no such determination has been made, an application for such determination is pending with the Internal Revenue Service, and, to the knowledge of the Company, nothing has occurred with respect such Company Qualified Plan that would reasonably be expected to cause the loss of such qualification.

        (c)   None of the Pension Benefit Guaranty Corporation ("PBGC"), the Company or any ERISA Affiliate of the Company has instituted proceedings to terminate, or appoint a trustee to administer, any Company Plan that is or at any relevant time was subject to Title IV or Section 302 of ERISA or Section 412 of the Code. Neither the Company nor any of its ERISA Affiliates has any material liability, contingent or otherwise, under Title IV of ERISA other than for premiums incurred in the ordinary course and not yet due, nor does any circumstance exist that would reasonably be expected to result in any such material liability. No "reportable event" within the meaning of Section 4043(c) of ERISA (other than one for which all otherwise applicable notice requirements have been waived by the PBGC) has occurred with respect to any Company Plan, which would reasonably be expected to result in a material liability to the Company. No Company Plan that is subject to Title IV of ERISA is, or is reasonably expected to be, in "at-risk" status (as defined in Section 430 of the Code). Other than with respect to any multiemployer plans (as defined in Section 3(37) or 4001(a)(3) of ERISA) set forth on Section 3.17(a) of the Company Disclosure Letter, the Company and its subsidiaries is not required to contribute any amount to and does not have any liability in respect of any multiemployer plan.

        (d)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, each Company Plan has been maintained, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including but not limited to ERISA and the Code.

        (e)   Except to the extent required by Section 4980B of the Code and at the participant's sole expense, no Company Plan provides health or welfare benefits (whether or not insured) for current or former directors, consultants, independent contractors or employees of the Company (or any dependent thereof) or any of its subsidiaries for periods extending beyond the termination of such

21

person's service with the Company and its subsidiaries, other than any Company Plan that (i) would not reasonably be expected to result in material liability to the Company and its subsidiaries or (ii) can be unilaterally terminated by the Company or any of its subsidiaries without liability to the Company or its subsidiaries.

        (f)    Neither the execution or delivery of this Agreement nor the consummation of the Merger will, either alone or in conjunction with any other event (excluding any agreement contract, arrangement or plan entered into by, or at the direction of, Parent or its affiliates) (i) entitle any current or former director, employee, consultant or independent contractor of the Company or any of its subsidiaries to material severance pay or any other material payment, (ii) increase in any material respect the amount of (or require any amount to be set aside in respect of) any benefit or compensation otherwise payable or required to be provided to any such director, employee, consultant or independent contractor, (iii) accelerate the time of payment or vesting of compensation due any such director, employee, consultant or independent contractor or (iv) result in the payment or provision of an "excess parachute payment" as defined in Section 280G of the Code, including upon the satisfaction of one or more conditions, to any "disqualified individual" (as defined in Section 280G of the Code) of the Company or any of its subsidiaries (or, if not yet paid or provided, upon being paid or provided would be). As of the date of this Agreement, no Company Plan or other agreement with any employee provides for a "gross-up" or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code.

        (g)   There is no pending Action, audit or investigation or, to the knowledge of the Company, any threatened Action, audit or investigation with respect to any Company Plan, the assets of any trust or other funding arrangement with respect to any Company Plan or the plan sponsor, the plan administrator or any fiduciary of any Company Plan, or otherwise involving any Company Plan (other than routine claims for benefits) that, in any such case, would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (h)   Except as would not be reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect, each Company Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities and, if intended to qualify for special tax treatment, each Company Foreign Plan meets all requirements for such treatment in all material respects.

        3.18    Employment Matters.     

        (a)   As of the date of this Agreement, neither the Company nor any of its subsidiaries is a party to or negotiating any collective bargaining agreements or any other similar labor-related agreements with any labor union, employee representative organization or works council ("Collective Bargaining Agreements"), and no employees of the Company or its subsidiaries are represented by any labor union, employee representative organization or works council in connection with their employment with the Company or any of its subsidiaries. There are no labor representation proceedings or petitions seeking a labor representation proceeding, in each case, with respect to employees of the Company or any of its subsidiaries presently pending before the National Labor Relations Board or any other labor relations tribunal or any other Governmental Authority. To the knowledge of the Company, (i) there are, and since January 1, 2013 there have been, no organizational campaigns, petitions or other activities or proceedings of any labor union, workers' council or employee representative organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of the Company or any of its subsidiaries or, with respect to the Company Business, their respective predecessors or to compel the Company or any of its subsidiaries or, with respect to the Company Business, their respective predecessors, or to bargain with any such labor union, works council or employee representative organization; (ii) there are no strikes, slowdowns, walkouts, picketing,

22

lockouts, work stoppages or other material labor-related controversies pending or, to the knowledge of the Company threatened; and (iii) neither the Company, its subsidiaries nor, with respect to the Company Business, their respective predecessors has experienced any such strike, slowdown, walkout, work stoppage or other material labor-related controversy since January 1, 2013. There is no pending charge or complaint against the Company or any of its subsidiaries by the National Labor Relations Board or, to the knowledge of the Company, any comparable Governmental Authority. Except as would not be reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect, since the Distribution Date, none of the Company and any of its subsidiaries has failed to provide advance notice of layoffs or terminations as required by the Worker Adjustment and Retraining Notification Act or any state, local or non-U.S. Laws, or any applicable Law for employees outside the United States, regarding the termination or layoff of employees or has incurred any material liability or obligation which remains unsatisfied under such Laws.

        (b)   Except as would not be reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect, since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, none of the Company, any of its subsidiaries nor, with respect to the Company Business, to the knowledge of the Company, their respective predecessors, has failed to provide advance notice of layoffs or terminations as required by the Worker Adjustment and Retraining Notification Act or any state, local or non-U.S. Laws, or any applicable Law for employees outside the United States, regarding the termination or layoff of employees or has incurred any material liability or obligation which remains unsatisfied under such Laws.

        (c)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company, its subsidiaries and, with respect to the Company Business, to the knowledge of the Company, their respective predecessors are, and since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, have been, in compliance with all applicable Laws relating to the employment and other engagement of labor (including, employment and labor standards, immigration, employee and other service provider classification (including under the Fair Labor Standards Act and similar state Laws and for purposes of eligibility to participate in Company Plans), the provision of and contributions to statutory benefits, labor relations and negotiation and consultation with employee representative bodies, occupational health and safety, human rights, workers' compensation, severance payments and the provision of notice, employment equity, pay equity, wages, hours and medical leave). Except as would not be reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect, no Action, audit or investigation with respect to employment matters is now pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, by or before any Governmental Authority.

        3.19    Environmental Matters.     

        (a)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

          (i)  to the knowledge of the Company, there is no pending or threatened Environmental Claim regarding the Company or any of its subsidiaries or any property currently, or formerly owned, operated or leased by the Company or its subsidiaries;

         (ii)  to the knowledge of the Company, with respect to real property that is currently or was formerly owned, leased or operated by the Company or any of its subsidiaries, there have been no Releases of Hazardous Materials at or from any of such real properties that has caused environmental contamination that would reasonably be expected to result in an

23

obligation of the Company or any subsidiary to investigate or remediate such environmental contamination pursuant to applicable Environmental Law or contractual agreement or otherwise result in any Environmental Claim; and

        (iii)  to the knowledge of the Company, neither the Company nor any subsidiary thereof has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material at or to any third-party location that would reasonably be expected to result in an Environmental Claim;

        (b)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, to the knowledge of the Company, the Company and each of its subsidiaries are, and since the Distribution Date have been, in compliance with all applicable Environmental Laws.

        3.20    Regulatory Matters.     

        (a)   Each of the Company and its subsidiaries has all material licenses, permits, franchises, variances, registrations, exemptions, orders and other governmental authorizations, consents, approvals and clearances required under the FDCA, the Public Health Service Act of 1944, as amended (the "PHSA"), and the regulations of the FDA promulgated thereunder, and regulations of any other Governmental Authority that is concerned with the quality, identity, strength, purity, potency, safety, efficacy, use, manufacturing, advertising, distribution and sale of the Company Products (any such Governmental Authority, a "Regulatory Agency") necessary for the Company, any such subsidiary or with respect to the Company Business, to the knowledge of the Company, any of their respective predecessors, to own, lease and operate its properties or other assets and to carry on and operate its respective businesses as currently conducted (the "Company Permits"), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit, except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its subsidiaries are in compliance with the terms of all Company Permits and the consummation of the transactions contemplated hereby, in and of itself, will not cause the revocation or cancellation of any Company Permit except in each case as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (b)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date, all of the Company Products that are subject to the jurisdiction of the FDA or any other Regulatory Agency have been manufactured, imported, exported, processed, developed, labeled, stored, tested, marketed, advertised, promoted, detailed and distributed by or, to the knowledge of the Company, on behalf of the Company or its subsidiaries in compliance with all applicable requirements under any Company Permit or Laws, including applicable statutes and implementing regulations administered or enforced by the FDA or other Regulatory Agency, including those relating to investigational use, premarket approval and applications or abbreviated applications to market a new Company Product.

        (c)   Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, all preclinical studies and clinical trials, and other studies and tests conducted by or, to the knowledge of the Company, on behalf of, the Company, any of its subsidiaries or, to the knowledge of the Company, any of their

24

respective predecessors have been, and if still pending are being, conducted in compliance with all applicable Laws, including the FDCA and its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58 and 312, except where such noncompliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, no clinical trial conducted by or, to the knowledge of the Company, on behalf of the Company or any of its subsidiaries has been terminated or suspended prior to completion for safety or other non-business reasons, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (d)   Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, neither the Company, any of its subsidiaries nor, with respect to the Company Business, to the knowledge of the Company, their respective predecessors, has had any Company Product or manufacturing site (whether Company-owned or that of a contract manufacturer for Company Products) subject to a Regulatory Agency (including FDA) shutdown or import or export prohibition, nor to the knowledge of the Company, received any FDA Form 483 or other Regulatory Agency written notice of material inspectional observations, "warning letters," "untitled letters" or written requests to make material changes, in each case as it applies to the Company Products or any of the Company's or, with respect to the Company Business, to the knowledge of the Company, its predecessors' manufacturing or distribution processes or procedures that if not complied with has not, and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (e)   Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, all manufacturing operations conducted by or, to the knowledge of the Company, for the benefit of the Company, any of its subsidiaries or any of their respective predecessors, has been conducted in material compliance with applicable Laws, including the provisions of the FDA's current good manufacturing practice regulations at 21 C.F.R. Parts 210-211 for Company Products sold in the United States, and the respective counterparts thereof promulgated by Regulatory Agencies in countries outside the United States, except where the failure to so comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no actions or proceedings pending or, to the knowledge of the Company, threatened in writing by the FDA, DEA or any applicable foreign equivalent which would prohibit or materially impede the sale of any product currently manufactured and/or sold by the Company or any of its subsidiaries into any market, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (f)    Since January 1, 2013, to the knowledge of the Company, neither the Company, nor any of its subsidiaries nor, with respect to the Company Business, their respective predecessors, has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for the FDA to invoke its policy with respect to "Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities" set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for the FDA or any other Regulatory Agency to invoke any similar policies set forth in any applicable Laws. Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, none of the Company, its subsidiaries or, with respect to the Company Business, their respective predecessors or, to the knowledge of the Company, any of their respective officers or key employees has been convicted of any crime or engaged in any conduct that has resulted in debarment under applicable Law, including, without limitation, 21 U.S.C. Section 335a.

25

        (g)   As of the date of this Agreement, none of the Company or any of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or other similar written agreements, in each case, entered into with or imposed by any Regulatory Agency, other than any such agreement, decree or order that has been previously disclosed in any other filing with a Regulatory Agency.

        (h)   Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, none of the Company, any of its subsidiaries or their respective predecessors has, to the knowledge of the Company, received any written notice from the FDA or any other Governmental Authority that it has commenced any action to withdraw approval, or place sales, pricing or marketing restrictions on or request the recall of any Company Product, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (i)    As to the Company Products for which a biological license application, new drug application, abbreviated new drug application, investigational new drug application, 510(k) clearance, premarket approval application, or similar state or foreign regulatory application has been approved, the Company and its subsidiaries are in compliance with 21 U.S.C. §§ 355, 360, Section 351 of the PHSA or 21 C.F.R. Parts 312, 314, 600 or 601 et seq., respectively, and all applicable similar state and foreign regulatory requirements of any Governmental Authority, and all terms and conditions of such licenses or applications, except for any such failure or failures to be in compliance that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its subsidiaries is in compliance with all applicable registration and listing requirements set forth in 21 U.S.C. § 360 and 21 C.F.R. Part 207, except for failures to so comply that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

        3.21    Insurance.    

        (a)   Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, each insurance policy under which the Company or any of its subsidiaries is an insured (collectively, the "Company Insurance Policies") is in full force and effect and all related premiums have been paid to date.

        (b)   The Company and its subsidiaries are in compliance with the terms and conditions of the Company Insurance Policies, except for any non-compliance as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (c)   Neither the Company nor any of its subsidiaries is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice under any such policy) under any Company Insurance Policy, and, to the knowledge of the Company, no event has occurred which, with notice or lapse of time, would constitute such breach or default, or permit termination or modification, under such policy, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.22    Foreign Corrupt Practices Act; International Trade Practices.     

        (a)   To the knowledge of the Company, none of the Company, its subsidiaries, nor, with respect to the Company Business, their respective predecessors nor any of their respective directors, officers, employees, agents, joint venture partners, or representatives, has directly or indirectly offered or paid anything of value to a Foreign Official or any other person or entity for the purpose of obtaining or retaining business or securing an improper advantage.

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        (b)   Since the Distribution Date, and, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, the Company, its subsidiaries and, with respect to the Company Business, to the knowledge of the Company, their respective predecessors, have maintained accurate books and records, and established sufficient internal controls and procedures to ensure compliance with and reasonable assurances that violations of Anti-Corruption Laws will be prevented, detected, and deterred; except where any such failure to be maintain books and records or establish control and procedures would not, reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        (c)   To the knowledge of the Company, neither the Company, its subsidiaries nor any of their respective directors, officers, employees, agents, or representatives has directly or indirectly taken any action in violation of any export restrictions, anti-boycott regulations, embargo regulations, Money Laundering Laws, or other similar U.S. or foreign Laws, except where such violations would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. None of the Company's directors, officers, or, to the knowledge of the Company, employees, agents or representatives is targeted by "sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), or owned or controlled by, directly or indirectly, any person, entity, or government targeted by sanctions administered by OFAC. To the knowledge of the Company, the Company, its subsidiaries and, with respect to the Company Business, their respective predecessors have not directly or indirectly engaged in any business with, or used, directly or indirectly, any corporate funds to contribute to or finance the activities of, any person or in any country that it is prohibited for a U.S. person to engage in any business with or in under U.S. sanctions administered by OFAC. Since the Distribution Date, to the knowledge of the Company between January 1, 2013 and the Distribution Date with respect to the Company Business, the Company, its subsidiaries and, to the knowledge of the Company, their respective predecessors have not been the subject of any investigation, review, audit, or inquiry by a Governmental Authority related to U.S. sanctions administered by OFAC. No investigation, review, audit, or inquiry by any Governmental Authority with respect to U.S. sanctions administered by OFAC or Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

        (d)   The Company and its subsidiaries are not in violation of Anti-Corruption Laws, except where such violations would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

        3.23    Brokers and Finder's Fees.     

        (a)   Except for Citigroup Global Markets Inc. and Goldman Sachs & Co. (each, a "Company Financial Advisor" and, together, the "Company Financial Advisors"), no broker, investment banker, financial advisor or other person is entitled to any broker's, finder's or financial advisor's fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any of its subsidiaries.

        (b)   As of the date of this Agreement, the estimated fees and expenses of the Company Financial Advisors in connection with the transactions contemplated hereby are disclosed in Section 3.23(b) of the Company Disclosure Letter.

        3.24    Opinions of Financial Advisors.     Each Company Financial Advisor has delivered to the Company Board its opinion, dated as of the date thereof, to the effect that, as of such date and based upon and subject to the factors, qualifications, assumptions, limitations and other matters set forth therein, the Per Share Merger Consideration to be received by holders of shares of Company Common Stock (other than as specified in such opinion) in the Merger is fair, from a financial point of view, to such holders.

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        3.25    Antitakeover Laws; Rights Agreement.     

        (a)   The Company Board has duly taken all actions so that no "fair price," "control share acquisition," "business combination" or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (including under the DGCL) (collectively, "Takeover Laws") will prohibit the execution, delivery or performance of or compliance with this Agreement, the Merger or the other transactions contemplated hereby.

        (b)   The Company has taken all actions necessary pursuant to the Company Rights Agreement to provide that, as a result of the execution, delivery or performance of this Agreement, the conversion of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in accordance with this Agreement, and the consummation of the Merger or the other transactions contemplated by this Agreement, (a) neither Parent nor Sub, nor any affiliate or associate of Parent or Sub, will become or be deemed an Acquiring Person (as defined in the Company Rights Agreement), (b) no Distribution Date or Stock Acquisition Date (each as defined in the Company Rights Agreement) will occur, (c) the Company Rights will not separate from the underlying shares of Company Common Stock or give the holders thereof the right to acquire securities of any party hereto and (d) a Triggering Event (as defined in the Company Rights Agreement) will not occur; and the Company has taken all other actions reasonably requested by Parent prior to the date of this Agreement to render the Company Rights Agreement inapplicable to the Merger and the transactions contemplated hereby.

        3.26    Company Tax Representation Letters.     As of the date of this Agreement, the representations made by the Company to Parent Tax Counsel in the representation letter provided in connection with Parent Tax Counsel's opinion, delivered on January 10, 2016, as described in Section 2(g) of the Tri-Party Agreement (the "Company Signing Representation Letter") (other than those representations and warranties addressing the same subject matter as any representations and warranties made by Parent to Parent Tax Counsel in the Parent Signing Representation Letters (as defined in the Tri-Party Agreement) are true and correct.

        3.27    No Other Representations; No Reliance; Waiver.     The Company represents, warrants, acknowledges and agrees that other than (a) as expressly set forth in Section 4 of this Agreement or in the Tri-Party Agreement, (b) the representations made by Parent to Cravath, Swaine & Moore LLP ("Parent Tax Counsel") in the Parent Signing Representation Letters or the Parent Closing Representation Letters (each as defined in the Tri-Party Agreement) and (c) the representations made by Parent to KPMG LLP ("Baxter Tax Counsel") in the Parent Signing Representation Letters or the Parent Closing Representation Letters, none of Parent, Sub, any of their Affiliates or stockholders or any of their respective Representatives (collectively, the "Parent Related Persons") makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any information provided or made available to the Company, any of its Affiliates or shareholders or any of their respective Representatives (collectively, "Company Related Persons") or any other person in connection with this Agreement, the Merger or any of the other transactions contemplated by this Agreement or with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations, future cash flows or future financial condition, or any component of the foregoing, or any other forward looking information, of Parent, Sub or any of their Affiliates, and no Company Related Person has relied on any information or statements made or provided (or not made or provided) to any Company Related Person other than the representations and warranties of the Parent and Sub expressly set forth in Section 4 of this Agreement or in the Tri-Party Agreement.

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SECTION 4

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

        Except (i) as disclosed in the Parent SEC Documents and Parent Furnished Documents filed with or furnished to the SEC by Parent on or after January 1, 2015, and prior to the date of this Agreement (in each case, excluding any risk factor disclosures contained under the heading "Risk Factors," any disclosure of risks included in any "forward-looking statements" disclaimer or any other statements to the extent they are similarly predictive or forward-looking in nature) and to the extent publicly available on EDGAR or (ii) as set forth in the disclosure letter delivered by Parent to the Company (the "Parent Disclosure Letter") concurrently with the execution of this Agreement, which Parent Disclosure Letter identifies items of disclosure by reference to a particular section or subsection of this Agreement (it being understood and agreed that any information set forth in one section or subsection of Parent Disclosure Letter also shall be deemed to apply to each other section and subsection of this Agreement to which its applicability is reasonably apparent from the text of the disclosure), Parent and Sub jointly and severally represent and warrant to the Company as follows:

        4.1    Organization, Standing and Corporate Power.     

        (a)   Each of Parent and its subsidiaries is a corporation or other legal entity duly organized and validly existing under the Laws of the jurisdiction of its incorporation, formation or organization, as the case may be, and has all requisite corporate, partnership or similar power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as currently conducted, except for such failures to be duly organized or validly existing or to have corporate, partnership or similar power or authority that would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        (b)   Each of Parent and its subsidiaries is duly licensed or qualified to do business and is in good standing (or equivalent status, to the extent such concept exists) in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets currently owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing (or equivalent status) would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        (c)   Parent has made available to the Company true and complete copies of the Memorandum of Association and Articles of Association of Parent (together, the "Parent Charter Documents"), in each case, as amended to the date of this Agreement. The Parent Charter Documents are in full force and effect and Parent is not in violation of any of the provisions of the Parent Charter Documents and none of Parent's significant subsidiaries is in violation of any of the provisions of its organizational or governing documents except, in each case, where such failures or violations would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        4.2    Corporate Authorization.     

        (a)   Each of Parent and Sub has all necessary corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and, subject to obtaining Parent Stockholder Approval and adoption of this Agreement by Parent, as the sole stockholder of Sub, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement, and the consummation by them of the transactions contemplated hereby, have been duly authorized and adopted by the Parent Board and the board of directors of Sub, respectively. Except for (i) obtaining the affirmative vote of the holders of a majority of Parent Ordinary Shares present and voting (whether in person or by proxy) in favor of (A) the approval of the issuance of Parent Ordinary Shares in connection with the Merger and (B) any other

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resolutions required by Law, Parent's articles of association or the rules and regulations of the UKLA or other listing authority, including but not limited to the approval of the transactions contemplated by this Agreement, being a class 1 transaction for the purposes of the UK Listing Rules (the "Parent Stockholder Approval"), (ii) obtaining the adoption of this Agreement by Parent as the sole stockholder of Sub and (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent or Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of Parent and Sub, enforceable against such parties in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

        (b)   At a meeting duly called and held, the Parent Board, by resolutions of the directors present and voting at such meeting (which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn), has (i) determined that the terms of the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of Parent and its stockholders, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii) resolved, subject to Section 5.5(d) and Section 5.5(e), to recommend that the Parent Stockholders approve the Merger and issuance of Parent Ordinary Shares in connection with the Merger (the "Parent Recommendation") and (iv) has directed that issuance of Parent Ordinary Shares in connection with the Merger be submitted to the Parent Stockholders for approval. The board of directors of Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Sub and Parent, as its sole stockholder, (B) approving this Agreement, the Merger and the other transactions contemplated by this Agreement and (C) recommending that Parent, as sole stockholder of Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Sub, for adoption.

        4.3    Governmental Authorization.     Except for (a) filings required under, and compliance with other applicable requirements of, (i) the Securities Act, the Exchange Act, and any other applicable federal securities Laws, (ii) state securities or "blue sky" Laws and (iii) the rules and regulations of the Nasdaq Stock Market LLC ("Nasdaq") or the UKLA or other listing authority, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (c) filings required under, and compliance with other applicable requirements of, any Antitrust Laws, and (d) consent of the Registrar of the Companies in Jersey pursuant to Article 5 of the Companies (General Provisions) (Jersey) Order 2002 to the circulation of the Form S-4 and the Parent UK Prospectus, no consents or approvals of, or filings with, any Governmental Authority are necessary for the execution and delivery of this Agreement by Parent or Sub and the consummation by Parent and Sub of the transactions contemplated hereby, other than such other consents, approvals or filings that, if not obtained, made or given, would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        4.4    No Conflict.     Neither the execution and delivery of this Agreement by Parent nor the consummation by Parent of the Merger or the other transactions contemplated hereby, nor compliance by Parent with any of the provisions of this Agreement, will (a) assuming that the Parent Stockholder Approval is obtained, conflict with or violate the Parent Charter Documents, (b) assuming that the consents, approvals and filings referred to in Section 4.3 and the Parent Stockholder Approval are obtained and made, violate any Restraint or Law applicable to Parent or any of its subsidiaries, or (c) violate, breach, result in the loss of any benefit under, conflict with any provision of, or constitute a default (or an event which, with the notice or lapse of time, or both, would constitute a default) under,

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or result in the termination of or a right of termination or cancellation under, cause any payment under or accelerate the performance required by, or result in the creation of any Lien (other than a Parent Permitted Lien) upon the respective properties or assets, of Parent or any of its subsidiaries under, any Parent Material Contract, except in the case of clauses (b) and (c) as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        4.5    Capitalization.    

        (a)   As of the close of business on the Capitalization Date, (i) the authorized capital stock of Parent consisted of (A) 1,000,000,000 Parent Ordinary Shares, of which 592,548,261 Parent Ordinary Shares were issued and outstanding and 8,527,703 Parent Ordinary Shares were held in the treasury, and (B) two (2) subscriber ordinary shares, par value £1.00 per share, both of which were outstanding, and there are no other classes of capital stock of Parent authorized or issued and outstanding, and (ii) there were 45,499,132 Parent ADSs issued and outstanding. All issued and outstanding Parent Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable, and such Parent Ordinary Shares are not entitled to preemptive rights, except as set forth in the Parent Charter Documents.

        (b)   From the close of business on the Capitalization Date through the date of this Agreement, there have been no issuances of Parent Ordinary Shares or any other Equity Interests of Parent other than issuances of Parent Ordinary Shares pursuant to the exercise of options to purchase Parent Ordinary Shares ("Parent Options") or the vesting and settlement of stock appreciation rights ("Parent SARs"), restricted stock units ("Parent RSUs") and performance share awards of Parent ("Parent Performance Share Awards"), in each case, outstanding as of the Capitalization Date under a Parent Plan. As of the close of business on the Capitalization Date, Parent has not granted any options, warrants, calls, undertakings, convertible securities or any other rights to a third party to acquire capital stock from Parent or any Parent ADSs, other than Parent Options, Parent SARs, Parent RSUs and Parent Performance Share Awards.

        (c)   As of the close of business on the Capitalization Date, no bonds, debentures, notes or other Indebtedness of Parent having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of Parent may vote were issued and outstanding.

        (d)   As of the date of this Agreement, (i) there are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any Parent Ordinary Shares or any shares of capital stock of its subsidiaries except for purchases, redemptions or other acquisitions of capital stock or other securities (A) required by the terms of a Parent Plan, (B) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with awards under a Parent Plan or otherwise, or (C) as required by the terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date of this Agreement and set forth on Section 4.5(d) of the Parent Disclosure Letter between Parent or any of its subsidiaries and any director or employee of Parent or any of its subsidiaries and (ii) there are no outstanding stock-appreciation rights, security-based performance units, "phantom" stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) to which Parent is a party, in each case pursuant to which any person is entitled to receive any payment from Parent based in whole or in part on the value of any capital stock of Parent or any of its subsidiaries (other than under a Parent Plan).

        (e)   As of the date of this Agreement, other than in the Parent Charter Documents or under applicable Law, there are no agreements to which Parent is party (i) restricting the transfer of Parent Ordinary Shares, (ii) affecting the voting rights of Parent Ordinary Shares or (iii) granting any preemptive or anti-dilutive rights with respect to any Parent Ordinary Shares or other Equity Interests of Parent.

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        4.6    SEC Filings and the Sarbanes-Oxley Act.     

        (a)   All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents") and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date of this Agreement, collectively, the "Parent Furnished Documents"), in each case in respect of reporting periods commencing on or after the Distribution Date, have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as applicable, and none of such Parent SEC Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent SEC Document as of their respective filing date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parent.

        (b)   All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in Parent SEC Documents (together with the related notes and schedules thereto, the "Parent Financial Statements") complied at the time they were filed (or, if amended prior to the date of this Agreement, as of the date of such amendment) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, were prepared in accordance with GAAP (except as may be indicated in the notes thereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments).

        (c)   Neither Parent nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its subsidiaries in Parent's or any of its subsidiaries' published financial statements or any Parent SEC Documents.

        (d)   Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, in each case, with respect to Parent SEC Documents, and the statements contained in such certifications were true

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and complete on the date such certifications were made. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act with respect to any Parent SEC Document, except as disclosed in certifications filed with Parent SEC Documents. Since the Distribution Date through the date of this Agreement, to the knowledge of Parent, neither Parent nor any of Parent's subsidiaries received any material complaint or claim, that Parent or any of its subsidiaries has engaged in illegal or fraudulent accounting or auditing practices.

        (e)   Parent has established and maintains a system of "internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

        (f)    Parent's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are reasonably designed to ensure that all information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Parent has evaluated the effectiveness of Parent's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation.

        (g)   Since the Distribution Date, Parent has not received any oral or written notification of any (x) "significant deficiency" or (y) "material weakness" in Parent's internal controls over financial reporting. There is no outstanding "significant deficiency" or "material weakness" which has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board.

        (h)   Parent is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, the London Stock Exchange (the "LSE") and the UKLA applicable to Parent, and is in compliance in all material respects with all rules, regulations and requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC, in each case to the extent applicable to Parent. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the Distribution Date, neither Parent nor any of its subsidiaries has made, modified (in any material way), or forgiven personal loans to any executive officer or director of Parent.

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        4.7    Information Supplied.     The information supplied by Parent relating to Parent and its subsidiaries and used in (a) the Proxy Statement/Prospectus, the Form S-4, and any other documents filed with the SEC pursuant to the Securities Act or the Exchange Act which the Form S-4 incorporates by reference, and any amendment or supplement thereto, in each case in connection with the Merger will not, on the date the Form S-4 is declared effective, the date the Proxy Statement/Prospectus is mailed to the Company's stockholders, and at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein and necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (b) the Parent UK Prospectus, the Parent Stockholder Circular and any other documents filed with the UKLA or pursuant to the UK Listing Rules, in each case in connection with the Merger, will in all material respects, on the dates upon which such documents in their final forms are first made available to the public and to the knowledge of Parent, (i) be in accordance with the facts, and (ii) not contain any omission likely to affect the import of such information. No representation is made by Parent with respect to statements made in the Proxy Statement/Prospectus, the Form S-4, the Parent UK Prospectus, the Parent Stockholder Circular or any other document filed or furnished with or to the SEC or the UKLA or pursuant to the Securities Act, the Exchange Act or the UK Prospectus Rules based on information supplied by the Company expressly for inclusion therein.

        4.8    Absence of Certain Changes.     Other than in connection with the transactions contemplated by this Agreement, since the Distribution Date through the date of this Agreement, (a) Parent and its subsidiaries have conducted their business in the ordinary course and (b) there has not been any effect, event, occurrence, development or change in such period that has had or would reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        4.9    No Undisclosed Liabilities.     Except as reflected or reserved against in the Parent Financial Statements (including in the notes thereto) filed prior to the date of this Agreement and except for liabilities incurred in the ordinary course of business since September 30, 2015, Parent and its subsidiaries do not have any material liabilities required by GAAP to be reflected or reserved against in the Parent Financial Statements.

        4.10    Compliance with Laws.     Since January 1, 2013, Parent and its subsidiaries are and have been in compliance with all Laws applicable to them, except where any such failure to be in compliance would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. To the knowledge of Parent, as of the date of this Agreement, no investigation by any Governmental Authority with respect to Parent or any of its subsidiaries is pending or threatened in writing except for any investigations that would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        4.11    Material Contracts.     

        (a)   As of the date of this Agreement, none of Parent nor any of its subsidiaries is a party to any Contract (other than Parent Plans) that is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). The Contracts described in this Section 4.11(a), shall be collectively referred to as the "Parent Material Contracts."

        (b)   Except, in each case, as has not had and would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, as of the date of this Agreement, (i) each of the Parent Material Contracts is valid, binding and in full force and effect with respect to Parent and its subsidiaries party thereto and, to the knowledge of Parent, each other party thereto and enforceable, in all material respects, in accordance with its terms against Parent and its subsidiaries party thereto (subject to the Bankruptcy and Equity Exception); (ii) Parent and each of its subsidiaries has performed all material obligations required to be performed by them under the Parent Material Contracts to which they are parties; (iii) to the knowledge of Parent, each

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other party to a Parent Material Contract has performed all material obligations required to be performed by it under such Parent Material Contract, (iv) no party to any Parent Material Contract has given Parent or any of its subsidiaries written notice of its express intention to terminate, or fail to renew any Parent Material Contract and (v) neither Parent nor any of its subsidiaries has received written notice of any material violation or material default under any Parent Material Contract. True, unredacted and complete copies of all of the Parent Material Contracts have been made available to the Company.

        4.12    Litigation.     As of the date of this Agreement, there is no Action pending and served or, to the knowledge of Parent, threatened in writing, to which Parent or any of its subsidiaries is or would be a party, in each case, that would reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. As of the date of this Agreement, there are no outstanding judgments, writs, injunctions, decrees or orders of any Governmental Authority against or, to the knowledge of the Parent, binding on Parent or its subsidiaries that have had or would reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        4.13    Intellectual Property.     

        (a)   Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) all material issued Patents and pending Patent applications, registered Trademarks and pending applications for registration of Trademarks included in the Parent Intellectual Property (regardless of whether filed by Parent or any of its subsidiaries, or by any other person and regardless of whether Parent is the sole, co-, or joint owner thereof with any third parties), in each case material to Parent and its subsidiaries, taken as a whole, and necessary for the conduct of the business and operations (including both marketed products and product candidates under clinical or preclinical trial or development) of Parent and its subsidiaries, taken as a whole, as presently conducted (the "Material Parent Intellectual Property") have been, to the knowledge of Parent, prosecuted and issued or granted in compliance in all material respects with all applicable Laws; (ii) the Material Parent Intellectual Property is free and clear of all Liens (other than Parent Permitted Liens); (iii) to the knowledge of Parent, all issued Patents and registered Trademarks included in the Material Parent Intellectual Property are valid, subsisting and enforceable; (iv) none of the Material Parent Intellectual Property is the subject of any outstanding written injunction, decree, order or judgment, in each case, in which Parent or any of its subsidiaries is a party, that materially adversely restricts the use, transfer, registration or licensing thereof by Parent or any of its subsidiaries, or otherwise materially adversely affects the validity, scope, use, registrability or enforceability of any Material Parent Intellectual Property and (v) to the knowledge of Parent, Parent and its subsidiaries have rights to use all Material Parent Intellectual Property. Upon the execution of this Agreement and the consummation of the Merger, Parent and its subsidiaries shall have the right to exercise all of their rights under agreements granting rights to Parent or any of its subsidiaries with respect to Intellectual Property of third parties to substantially the same extent and in substantially the same manner they would have been able to had the Merger not occurred, without the payment of any additional consideration as a direct result of the execution of this Agreement and the consummation of the Merger and without the necessity of any third party consent as a result of such transactions, except in the case where the failure to have any such rights would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        (b)   No claim is pending and either served or noticed in writing, on, upon, or against Parent or any of its subsidiaries, or to the knowledge of Parent, threatened in writing against Parent or any of its subsidiaries, (i) alleging that the conduct of the business and operations of Parent and its subsidiaries as currently conducted infringes, dilutes, misappropriates, or otherwise violates the Intellectual Property of any third party or (ii) challenging the validity, scope, use, enforceability, or registrability of any Parent Intellectual Property or the ownership by Parent or its subsidiaries of

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such Parent Intellectual Property, in each case in a manner that has had or would be reasonably expected, individually or in the aggregate, to have a Parent Material Adverse Effect. Since the Distribution Date, it has been the continuing policy of Parent that all employees, consultants, and independent contractors of Parent and its subsidiaries who have contributed in any material respect to the creation, discovery, invention, conception, or development of any Material Parent Intellectual Property are, subject to applicable Law, obligated to assign to Parent or its subsidiaries any Intellectual Property arising or resulting from services performed for or on behalf of Parent or its subsidiaries and to cooperate with and assist Parent in the prosecution and enforcement of such Material Parent Intellectual Property, except in the case where the failure to have such a policy would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. To the knowledge of Parent, since the Distribution Date, any funding, facilities or personnel of any Governmental Authority that were used to develop or create any Material Parent Intellectual Property would not reasonably be expected to be material to Parent and its subsidiaries, taken as a whole, with respect to the ownership or other rights of Parent and its subsidiaries in or to the Parent Intellectual Property, taken as a whole.

        (c)   To the knowledge of Parent, no person is infringing, misappropriating, diluting, or otherwise violating any Material Parent Intellectual Property, and, no such claims have been asserted in writing or, to the knowledge of Parent, threatened in writing, against any person by Parent, except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

        (d)   Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, Parent and its subsidiaries have used commercially reasonable efforts to protect the secrecy and confidentiality of Parent's and its subsidiaries' material Trade Secrets that are owned by Parent or its subsidiaries, or co-owned or jointly-owned by them with any third parties.

        4.14    Taxes.     Except as has not had and would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect:

        (a)   (i) Parent and each of its subsidiaries have duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them, and all such filed Tax Returns are true, correct and complete; and (ii) all Taxes that are due and payable in respect of such Tax Returns have been paid (other than Taxes which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP on the consolidated financial statements included in the most recent Parent SEC Documents).

        (b)   Parent and each of its subsidiaries:

          (i)  have complied with all applicable Laws, rules, and regulations relating to the payment and withholding of Taxes with respect to amounts owing to any employee, independent contractor, stockholder, creditor or third party within the time and in the manner prescribed by Law;

         (ii)  have not waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency, which waiver or extension is currently effective, other than in connection with an extension of time for filing a Tax Return;

        (iii)  have no pending or, to the knowledge of Parent, threatened audits, examinations, or assessments (or other similar proceedings initiated by a Governmental Authority) in respect of Taxes;

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        (iv)  have no Liens for Taxes upon any property or assets of Parent or any of its subsidiaries, other than Parent Permitted Liens; and

         (v)  do not participate and have not participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b).

        4.15    Environmental Matters.     

        (a)   Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect:

          (i)  to the knowledge of Parent, there is no pending or threatened Environmental Claim regarding Parent or any of its subsidiaries or any property currently, or formerly owned, operated or leased by Parent or its subsidiaries;

         (ii)  to the knowledge of Parent, with respect to real property that is currently or was formerly owned, leased or operated by Parent or any of its subsidiaries, there have been no Releases of Hazardous Materials at or from any of such real properties that has caused environmental contamination that would reasonably be expected to result in an obligation of Parent or any subsidiary to investigate or remediate such environmental contamination pursuant to applicable Environmental Law or contractual agreement or otherwise result in any Environmental Claim; and

        (iii)  to the knowledge of Parent, neither Parent or any subsidiary of Parent has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material at or to any third-party location that would reasonably be expected to result in an Environmental Claim.

        (b)   Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, to the knowledge of Parent, Parent and each of its subsidiaries are, and for the past five (5) years have been, in compliance with all applicable Environmental Laws.