{"id":43924,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/shareholder-voting-agreement-amgen-inc-and-american-home.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"shareholder-voting-agreement-amgen-inc-and-american-home","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/shareholder-voting-agreement-amgen-inc-and-american-home.html","title":{"rendered":"Shareholder Voting Agreement &#8211; Amgen Inc. and American Home Products Corp."},"content":{"rendered":"<pre>                          SHAREHOLDER VOTING AGREEMENT\n\n\n\n                                  BY AND AMONG\n\n                                   AMGEN INC.\n\n                       AMERICAN HOME PRODUCTS CORPORATION,\n\n                             MDP HOLDINGS, INC. and\n\n                            LEDERLE PARENTERALS, INC.\n\n\n\n                          Dated as of December 16, 2001\n\n12\/16\/2001\n\n\n\n\n                          SHAREHOLDER VOTING AGREEMENT\n\n     This SHAREHOLDER VOTING AGREEMENT (this \"Agreement\") is entered into as of\n                                              ---------\nDecember 16, 2001, by and among Amgen Inc., a Delaware corporation (\"Parent\"),\n                                                                     ------\nAmerican Home Products Corporation, a Delaware corporation (\"AHP\"), MDP\n                                                             ---\nHoldings, Inc., a Delaware corporation and wholly-owned subsidiary of AHP (\"Sub\n1\"), and Lederle Parenterals, Inc., a New Jersey corporation and wholly-owned\nsubsidiary of AHP (\"Sub 2\" and, together with AHP and Sub 1, the\n\"Shareholders\").\n ------------\n\n                              W I T N E S S E T H:\n\n     WHEREAS, as of the date hereof, each Shareholder \"beneficially owns\" (as\nsuch term is defined in Rule 13d-3 promulgated under the Securities Exchange Act\nof 1934, as amended) and is entitled to dispose of (or to direct the disposition\nof) and to vote (or to direct the voting of) the number of shares of common\nstock, par value $0.01 per share (the \"Common Stock\"), of Immunex Corporation, a\n                                       ------------\nWashington corporation (the \"Company\"), set forth opposite such Shareholder's\n                             -------\nname on Schedule I hereto (such shares of Common Stock, together with any other\nshares of Common Stock the voting power over which is acquired by any\nShareholder during the period from and including the date hereof through and\nincluding the date on which this Agreement is terminated in accordance with its\nterms, are collectively referred to herein as the \"Subject Shares\");\n                                                   --------------\n\n     WHEREAS, Parent, AMS Acquisition Inc., a Washington corporation and a\nwholly-owned subsidiary of Parent (\"Merger Sub\"), and the Company propose to\n                                    ----------\nenter into an Agreement and Plan of Merger, dated as of the date hereof (the\n\"Merger Agreement\"), pursuant to which Merger Sub will merge with and into the\n ----------------\nCompany, with the Company surviving as a wholly-owned subsidiary of Parent (the\n\"Merger\"); and\n ------\n\n     WHEREAS, as a condition to the willingness of Parent to enter into the\nMerger Agreement, and as an inducement and in consideration therefor, each\nShareholder is executing this Agreement.\n\n     NOW, THEREFORE, in consideration of the foregoing and the mutual premises,\nrepresentations, warranties, covenants and agreements contained herein, the\nparties hereto, intending to be legally bound, hereby agree as follows:\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\n     Section 1.1 Capitalized Terms. For purposes of this Agreement, capitalized\nterms used and not defined herein shall have the respective meanings ascribed to\nthem in the Merger Agreement.\n\n     Section 1.2 Other Definitions. For purposes of this Agreement:\n\n     (a) \"Affiliate\" means, with respect to any specified Person, any Person\nthat directly, or indirectly through one or more intermediaries, controls, or is\ncontrolled by, or is under common control with, the Person specified. For\npurposes of this Agreement, with respect to\n\n\n\neach Shareholder, the term \"Affiliate\" shall not include the Company and the\nPersons that directly, or indirectly through one or more intermediaries, are\ncontrolled by the Company.\n\n     (b) \"Governance Agreement\" means the Amended and Restated Governance\nAgreement by and among the Company, American Cyanamid Company and Lederle\nOncology Corporation, dated as of December 15, 1992, as amended.\n\n     (c) \"Person\" means an individual, corporation, limited liability company,\npartnership, association, trust, unincorporated organization, other entity or\ngroup.\n\n     (d) \"Representative\" means, with respect to any particular Person, any\ndirector, officer, employee, accountant, consultant, legal counsel, investment\nbanker, advisor, agent or other representatives of such Person.\n\n                                   ARTICLE II\n                     VOTING AGREEMENT AND IRREVOCABLE PROXY\n\n     Section 2.1 Agreement to Vote the Subject Shares. Each Shareholder, in its\ncapacity as such, hereby agrees that, during the period commencing on the date\nhereof and continuing until the termination of this Agreement (such period, the\n\"Voting Period\"), at any meeting (or any adjournment or postponement thereof) of\n -------------\nthe Company's shareholders, however called, or in connection with any written\nconsent of the Company's shareholders, such Shareholder shall vote (or cause to\nbe voted) its Subject Shares (x) in favor of the approval of the terms of the\nMerger Agreement, the Merger and the other transactions contemplated by the\nMerger Agreement (and any actions required in furtherance thereof), (y) against\nany action, proposal, transaction or agreement that would result in a breach in\nany respect of any covenant, representation or warranty or any other obligation\nor agreement of the Company contained in the Merger Agreement or of any\nShareholder contained in this Agreement, and (z) except with the written consent\nof Parent, against the following actions or proposals (other than the\ntransactions contemplated by the Merger Agreement): (i) any Acquisition\nProposal; and (ii) (A) any change in the persons who constitute the board of\ndirectors of the Company that is not approved in advance by at least a majority\nof the persons who were directors of the Company as of the date of this\nAgreement (or their successors who were so approved); (B) any material change in\nthe present capitalization of the Company or any amendment of the Company's\narticles of incorporation or bylaws; (C) any other material change in the\nCompany's corporate structure or business; or (D) any other action or proposal\ninvolving the Company or any of its subsidiaries that is intended, or could\nreasonably be expected, to prevent, impede, interfere with, delay, postpone or\nadversely affect the transactions contemplated by the Merger Agreement;\nprovided, however, that nothing in this Agreement shall limit or affect any\nactions taken by any member of the board of directors of the Company nominated\nby, or appointed at the request of, AHP solely in his or her capacity as a\ndirector of the Company; provided, further, that nothing in this Agreement shall\nbe interpreted as obligating the Shareholders to exercise any options to acquire\nshares of Common Stock. Any such vote shall be cast or consent shall be given in\naccordance with such procedures relating thereto so as to ensure that it is duly\ncounted for purposes of determining that a quorum is present and for purposes of\nrecording the results of such vote or consent. Each Shareholder agrees not to\nenter into any agreement or commitment with any\n\n                                       2\n\n\n\nPerson the effect of which would be inconsistent with or violative of the\nprovisions and agreements contained in this Article II.\n\n     Section 2.2 Grant of Irrevocable Proxy. Each Shareholder hereby appoints\nParent and any designee of Parent, and each of them individually, as such\nShareholder's proxy and attorney-in-fact, with full power of substitution and\nresubstitution, to vote or act by written consent during the Voting Period with\nrespect the Subject Shares in accordance with Section 2.1. This proxy is given\nto secure the performance of the duties of each Shareholder under this\nAgreement. The Shareholders shall promptly cause a copy of this Agreement to be\ndeposited with the Company at its principal place of business. Each Shareholder\nshall take such further action or execute such other instruments as may be\nnecessary to effectuate the intent of this proxy.\n\n     Section 2.3 Nature of Irrevocable Proxy. The proxy and power of attorney\ngranted pursuant to Section 2.2 by each Shareholder shall be irrevocable during\nthe term of this Agreement, shall be deemed to be coupled with an interest\nsufficient in law to support an irrevocable proxy and shall revoke any and all\nprior proxies granted by such Shareholder. The power of attorney granted by each\nShareholder herein is a durable power of attorney and shall survive the\ndissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and\npower of attorney granted hereunder shall terminate upon the termination of this\nAgreement.\n\n                                  ARTICLE III\n                                   COVENANTS\n\n     Section 3.1 Generally.\n\n     (a) Except for pledges in existence as of the date hereof, each Shareholder\nagrees that during the Voting Period, except as contemplated by the terms of\nthis Agreement, it shall not (i) sell, transfer, tender, pledge, encumber,\nassign or otherwise dispose of (collectively, a \"Transfer\"), or enter into any\ncontract, option or other agreement with respect to, or consent to, a Transfer\nof, any or all of the Subject Shares; provided, however, that any Shareholder\n                                      --------  -------\nmay Transfer any or all of its Subject Shares to any other Shareholder or to any\nwholly owned subsidiary of AHP that agrees in writing to be bound by the terms\nof this Agreement and, with the consent of Parent (which consent shall not be\nunreasonably withheld), may pledge or encumber any Subject Shares so long as\nsuch pledge or encumbrance would not impair any Shareholder's ability to perform\nits obligations under this Agreement; or (ii) take any action that would have\nthe effect of preventing, impeding, interfering with or adversely affecting its\nability to perform its obligations under this Agreement.\n\n     (b) In the event of a stock dividend or distribution, or any change in the\nCommon Stock by reason of any stock dividend or distribution, split-up,\nrecapitalization, combination, exchange of shares or the like, the term \"Subject\nShares\" shall be deemed to refer to and include the Subject Shares as well as\nall such stock dividends and distributions and any securities into which or for\nwhich any or all of the Subject Shares may be changed or exchanged or which are\nreceived in such transaction.\n\n                                       3\n\n\n\n     (c) AHP agrees that it shall not, and it shall cause its controlled\nAffiliates not to, (i) directly or indirectly, acquire additional shares of\nCommon Stock (including through the exercise of subscription rights as set forth\nin Section 2.01 of the Governance Agreement or quarterly purchase rights as set\nforth in Section 2.02 of the Governance Agreement) or (ii) exercise any of the\nregistration rights set forth in Article VI of the Governance Agreement.\n\n     Section 3.2 Standstill Obligations of Shareholders. Each Shareholder,\njointly and severally, covenants and agrees with Parent that, during the Voting\nPeriod:\n\n     (a) Such Shareholder shall not, nor shall such Shareholder permit any\ncontrolled Affiliate of such Shareholder to, nor shall such Shareholder act in\nconcert with or permit any controlled Affiliate to act in concert with any\nPerson to make, or in any manner participate in, directly or indirectly, a\n\"solicitation\" of \"proxies\" (as such terms are used in the rules of the\nSecurities and Exchange Commission) or powers of attorney or similar rights to\nvote, or seek to advise or influence any Person with respect to the voting of,\nany shares of Common Stock in connection with any vote or other action on any\nmatter, other than to recommend that shareholders of the Company vote in favor\nof the Merger and the Merger Agreement and otherwise as expressly provided by\nArticle II of this Agreement.\n\n     (b) Such Shareholder shall not, nor shall such Shareholder permit any\ncontrolled Affiliate of such Shareholder to, nor shall such Shareholder act in\nconcert with or permit any controlled Affiliate to act in concert with any\nPerson to, deposit any shares of Common Stock in a voting trust or subject any\nshares of Common Stock to any arrangement or agreement with any Person with\nrespect to the voting of such shares of Common Stock, except as provided by\nArticle II of this Agreement.\n\n     (c) Such Shareholder shall not, and shall direct its Representatives not\nto, directly or indirectly, through any officer, director, agent or otherwise,\nenter into, solicit, initiate, conduct or continue any discussions or\nnegotiations with, or knowingly encourage or respond to any inquiries or\nproposals by, or provide any information to, any Person, other than Parent,\nrelating to any Acquisition Proposal; provided, however, that, in connection\nwith Acquisition Proposals as to which Parent has received a Superior Proposal\nNotice, AHP may provide information and engage in discussions to the same extent\nas the Company is so permitted pursuant to Section 6.4(c) of the Merger\nAgreement. Each Shareholder hereby represents that it is not now engaged in\ndiscussions or negotiations with any party other than Parent with respect to any\nAcquisition Proposal. Promptly after receipt of any Acquisition Proposal or any\nrequest for nonpublic information or inquiry which it reasonably believes could\nlead to an Acquisition Proposal, AHP shall provide Parent with written notice of\nthe material terms and conditions of such Acquisition Proposal, request or\ninquiry, and the identity of the person or group making any such Acquisition\nProposal, request or inquiry, and a copy of all written materials provided in\nconnection with such Acquisition Proposal, request or inquiry. After receipt of\nthe Acquisition Proposal, request or inquiry, AHP shall promptly keep Parent\ninformed in all material respects of the status and details (including material\namendments or proposed material amendments) of any such Acquisition Proposal,\nrequest or inquiry.\n\n                                       4\n\n\n\n     (d) Notwithstanding any of the provisions of this Agreement, AHP has two\nrepresentatives on the Company's Board of Directors and such persons will act in\ntheir capacities as directors of the Company in accordance with their fiduciary\nduties to the Company and its shareholders.\n\n     Section 3.3 Further Agreements of Parent. Parent hereby covenants and\nagrees with the Shareholders that it shall take all reasonably necessary actions\nto ensure that immediately following the Effective Time, each Shareholder or its\ndesignee shall receive the Cash Consideration in immediately available funds\nwith respect to such number of Subject Shares for which such Shareholder is\nentitled to receive pursuant to the terms of the Merger Agreement; provided,\nthat such Shareholder or its designee shall have surrendered to Parent a\nCertificate or Certificates evidencing such number of Subject Shares together\nwith a letter or letters of transmittal in accordance with Section 2.2 of the\nMerger Agreement, duly executed and completed in accordance with the\ninstructions thereto. The remainder of the Merger Consideration that the\nShareholders would be entitled to under the Merger Agreement would be\ndistributed following the Effective Time in the manner set forth in the Merger\nAgreement.\n\n                                   ARTICLE IV\n               REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER\n\n         Each Shareholder hereby represents and warrants, jointly and severally,\nto Parent as follows:\n\n     Section 4.1 Due Organization, etc. Each Shareholder is a company duly\norganized and validly existing under the laws of the jurisdiction of its\nincorporation. Each Shareholder has all necessary corporate power and authority\nto execute and deliver this Agreement and to consummate the transactions\ncontemplated hereby. The execution and delivery of this Agreement and the\nconsummation of the transactions contemplated hereby by each Shareholder have\nbeen duly authorized by all necessary action on the part of such Shareholder.\n\n     Section 4.2 Ownership of Shares. Schedule I sets forth, opposite each\nShareholder's name, the number of shares of Common Stock over which such\nShareholder has record and beneficial ownership as of the date hereof. As of the\ndate hereof, each Shareholder is the lawful owner of the shares of Common Stock\ndenoted as being owned by such Shareholder on Schedule I and has the sole power\nto vote (or cause to be voted) such shares of Common Stock. Except as set forth\non such Schedule I and as provided in the Governance Agreement, no Shareholder\nnor any Affiliate of a Shareholder owns or holds any right to acquire any\nadditional shares of any class of capital stock of the Company or other\nsecurities of the Company or any interest therein or any voting rights with\nrespect to any securities of the Company. Each Shareholder has good and valid\ntitle to the Common Stock denoted as being owned by such Shareholder on Schedule\nI, free and clear of any and all pledges, mortgages, liens, charges, proxies,\nvoting agreements, encumbrances, adverse claims, options, security interests and\ndemands of any nature or kind whatsoever, other than those created by this\nAgreement or provided in the Governance Agreement or as could not reasonably be\nexpected to impair any Shareholder's ability to perform its obligations under\nthis Agreement.\n\n                                       5\n\n\n\n     Section 4.3 No Conflicts. (i) No filing with any governmental authority,\nand no authorization, consent or approval of any other Person is necessary for\nthe execution of this Agreement by any Shareholder and the consummation by any\nShareholder of the transactions contemplated hereby and (ii) none of the\nexecution and delivery of this Agreement by the Shareholders, the consummation\nby any Shareholder of the transactions contemplated hereby or compliance by any\nShareholder with any of the provisions hereof shall (A) conflict with or result\nin any breach of the organizational documents of any Shareholder, (B) result in,\nor give rise to, a violation or breach of or a default under any of the terms of\nany material contract, understanding, agreement or other instrument or\nobligation to which any Shareholder is a party or by which any Shareholder or\nany of its Subject Shares or assets may be bound, or (C) violate any applicable\norder, writ, injunction, decree, judgment, statute, rule or regulation, except\nfor any of the foregoing as could not reasonably be expected to impair any\nShareholder's ability to perform its obligations under this Agreement.\n\n     Section 4.4 Reliance by Parent. Each Shareholder understands and\nacknowledges that Parent is entering into the Merger Agreement in reliance upon\nthe execution and delivery of this Agreement by such Shareholder.\n\n                                   ARTICLE V\n                    REPRESENTATIONS AND WARRANTIES OF PARENT\n\n     Parent hereby represents and warrants to the Shareholders as follows:\n\n     Section 5.1 Due Organization, etc. Parent is a company duly organized and\nvalidly existing under the laws of the jurisdiction of its incorporation. Parent\nhas all necessary corporate power and authority to execute and deliver this\nAgreement and to consummate the transactions contemplated hereby. The execution\nand delivery of this Agreement and the consummation of the transactions\ncontemplated hereby by Parent have been duly authorized by all necessary action\non the part of Parent.\n\n     Section 5.2 Conflicts. (i) No filing with any governmental authority, and\nno authorization, consent or approval of any other Person is necessary for the\nexecution of this Agreement by Parent and the consummation by Parent of the\ntransactions contemplated hereby and (ii) none of the execution and delivery of\nthis Agreement by Parent, the consummation by Parent of the transactions\ncontemplated hereby shall (A) conflict with or result in any breach of the\norganizational documents of Parent, (B) result in, or give rise to, a violation\nor breach of or a default under any of the terms of any material contract,\nunderstanding, agreement or other instrument or obligation to which Parent is a\nparty or by which Parent or any of its assets may be bound, or (C) violate any\napplicable order, writ, injunction, decree, judgment, statute, rule or\nregulation, except for any of the foregoing as could not reasonably be expected\nto impair Parent's ability to perform its obligations under this Agreement.\n\n     Section 5.3 Reliance by the Shareholders. Parent understands and\nacknowledges that the Shareholders are entering into this Agreement in reliance\nupon the execution and delivery of the Merger Agreement by Parent.\n\n                                       6\n\n\n\n                                   ARTICLE VI\n                                   TERMINATION\n\n     Section 6.1 Termination. This Agreement shall terminate, and none of Parent\nor any Shareholder shall have any rights or obligations hereunder and this\nAgreement shall become null and void and have no effect upon the earliest to\noccur of (i) the mutual consent of Parent and AHP, (ii) the Effective Time,\n(iii) the date of termination of the Merger Agreement in accordance with its\nterms, (iv) the date of any modification, waiver or amendment to the Merger\nAgreement in a manner that reduces either the Exchange Ratio or the Cash\nConsideration, and (v) December 31, 2002; provided, however, that termination of\n                                          --------  -------\nthis Agreement shall not prevent any party hereunder from seeking any remedies\n(at law or in equity) against any other party hereto for such party's breach of\nany of the terms of this Agreement. Notwithstanding the foregoing, Section 7.1\nand Sections 7.5 through 7.18, inclusive, of this Agreement shall survive the\ntermination of this Agreement.\n\n                                  ARTICLE VII\n                                 MISCELLANEOUS\n\n     Section 7.1 Appraisal Rights. To the extent permitted by applicable law,\neach Shareholder hereby waives any rights of appraisal or rights to dissent from\nthe Merger that it may have under applicable law.\n\n     Section 7.2 Publication. Each Shareholder hereby permits Parent to publish\nand disclose in the Proxy Statement\/Prospectus (including all documents and\nschedules filed with the Securities and Exchange Commission) its identity and\nownership of shares of Common Stock and the nature of its commitments,\narrangements and understandings pursuant to this Agreement; provided, however,\nthat such publication and disclosure is subject in all cases to the prior review\nand comment by AHP and its advisors.\n\n     Section 7.3 HSR Requirements. Each Shareholder agrees promptly to make all\nnecessary filings, if any, and thereafter make any other required submissions,\nif any, with respect to the Merger Agreement, the AHP Agreements (as that term\nis defined in the Merger Agreement), the Merger and the transactions\ncontemplated by the Merger Agreement required under the Hart-Scott-Rodino\nAntitrust Improvements Act of 1976, as amended, any antitrust and competition\nlaws of any other applicable jurisdiction and any other applicable law. Each\nShareholder shall cooperate with Parent in connection with the making of any\nsuch filings referenced in the preceding sentence, including providing copies of\nall such documents to Parent and its advisors prior to filing and, if requested,\nto accept all reasonable additions, deletions or changes suggested in connection\ntherewith.\n\n     Section 7.4 Affiliate Letters. Each Shareholder agrees to execute an\naffiliate agreement, as soon as practicable after the date hereof, in\nsubstantially the form attached hereto as Exhibit 7.4.\n\n     Section 7.5 Further Actions. Each of the parties hereto agrees that it will\nuse its reasonable best efforts to do all things necessary to effectuate this\nAgreement.\n\n     Section 7.6 Fees and Expenses. Except as provided below, each of the\nparties shall be responsible for its own fees and expenses (including, without\nlimitation, the fees and expenses of financial consultants, investment bankers,\naccountants and counsel) (collectively, \"Fees\") in connection with the entering\ninto of this Agreement and the consummation of the transactions\n\n                                       7\n\n\n\ncontemplated hereby and by the Merger Agreement. In the event that the Merger\nAgreement is terminated (i) pursuant to Section 8.1(a) or Section 8.1(h)(ii) of\nthe Merger Agreement, or (ii) by the Company pursuant to Section 8.1(e) or\nSection 8.1(g) of the Merger Agreement, then Parent shall promptly reimburse AHP\nfor all of the Fees of the Shareholders incurred in connection with the\ntransactions contemplated hereby and by the Merger Agreement; provided, however,\nthat Parent's liability for Fees payable to AHP pursuant to this Section 7.6\nshall in no event exceed $3 million.\n\n     Section 7.7 Amendments, Waivers, etc. This Agreement may not be amended,\nchanged, supplemented, waived or otherwise modified, except upon the execution\nand delivery of a written agreement executed by each of the parties hereto. The\nfailure of any party hereto to exercise any right, power or remedy provided\nunder this Agreement or otherwise available in respect hereof at law or in\nequity, or to insist upon compliance by any other party hereto with its\nobligations hereunder, and any custom or practice of the parties at variance\nwith the terms hereof shall not constitute a waiver by such party of its right\nto exercise any such or other right, power or remedy or to demand such\ncompliance.\n\n     Section 7.8 Specific Performance. The parties hereto agree that irreparable\ndamage would occur in the event any of the provisions of this Agreement were not\nto be performed in accordance with the terms hereof and that the parties shall\nbe entitled to specific performance of the terms hereof in addition to any other\nremedies at law or in equity.\n\n     Section 7.9 Notices. Any notices or other communications required or\npermitted under, or otherwise in connection with this Agreement shall be in\nwriting and shall be deemed to have been duly given when delivered in person or\nupon confirmation of receipt when transmitted by facsimile transmission (with\nconfirmation) or on receipt after dispatch by registered or certified mail,\npostage prepaid, addressed, or on the next Business Day if transmitted by\nnational overnight courier, in each case as follows:\n\n     If to Parent or Merger Sub, addressed to it at:\n\n            Amgen Inc.\n            One Amgen Center Drive\n            Thousand Oaks, California 91320-1799\n            Fax:  (805) 449-3540\n            Attn: Chief Executive Officer\n\n     with a copy to:\n\n            Latham &amp; Watkins\n            885 Third Avenue, Suite 1000\n            New York, NY  10022-4802\n            Fax:  (212) 751-4864\n            Attn: Charles Nathan\n\n            and\n\n                                       8\n\n\n\n            Latham &amp; Watkins\n            633 West Fifth Street, Suite 4000\n            Los Angeles, CA  90071-2007\n            Fax:  (213) 891-8763\n            Attn: Gary Olson\n                  Paul D. Tosetti\n                  Charles Ruck\n\n     If to any Shareholder, addressed to:\n\n            American Home Products Corporation\n            Five Giralda Farms\n            Madison, NJ 07940\n            Fax:  (973) 660-7156\n            Attn: Louis L. Hoynes, Esq.\n\n            with a copy to:\n\n            Simpson Thacher &amp; Bartlett\n            425 Lexington Avenue\n            New York, NY  10017\n            Fax:  (212) 455-2502\n            Attn: Charles I. Cogut\n\n     Section 7.10 Headings. The headings contained in this Agreement are for\nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n     Section 7.11 Severability. If any term or other provision of this Agreement\nis invalid, illegal or incapable of being enforced by any rule of Law or public\npolicy, all other conditions and provisions of this Agreement shall nevertheless\nremain in full force and effect so long as the economic or legal substance of\nthe transactions contemplated hereby is not affected in any manner materially\nadverse to any party. Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in an acceptable manner to the end\nthat transactions contemplated hereby are fulfilled to the extent possible.\n\n     Section 7.12 Entire Agreement. This Agreement (together with the Merger\nAgreement, to the extent referred to herein) constitutes the entire agreement of\nthe parties and supersedes all prior agreements and undertakings, both written\nand oral, between the parties, or any of them, with respect to the subject\nmatter hereof.\n\n     Section 7.13 Assignment. This Agreement shall not be assigned by operation\nof law or otherwise without the prior written consent of each of the parties,\nexcept that each of Parent and Merger Sub may assign and transfer its rights and\nobligations hereunder to any direct or indirect wholly subsidiary of Parent.\n\n                                       9\n\n\n\n     Section 7.14 Parties in Interest. This Agreement shall be binding upon and\ninure solely to the benefit of each party hereto and their respective successors\nand assigns, and nothing in this Agreement, express or implied, is intended to\nor shall confer upon any other Person any right, benefit or remedy of any nature\nwhatsoever under or by reason of this Agreement.\n\n     Section 7.15 Mutual Drafting. Each party hereto has participated in the\ndrafting of this Agreement, which each party acknowledges is the result of\nextensive negotiations between the parties.\n\n     Section 7.16 Governing Law; Consent to Jurisdiction; Waiver of Trial by\nJury.\n\n     (a) This Agreement and the transactions contemplated hereby, and all\ndisputes between the parties under or related to the Agreement or the facts and\ncircumstances leading to its execution, whether in contract, tort or otherwise,\nshall be governed by and construed in accordance with the laws of the State of\nDelaware, without regard to the application of Delaware principles of conflicts\nof laws.\n\n     (b) Each of the parties hereto hereby irrevocably and unconditionally\nsubmits, for itself and its property, to the exclusive jurisdiction of any\nDelaware State court, or Federal court of the United States of America, sitting\nin Delaware, and any appellate court from any thereof, in any action or\nproceeding arising out of or relating to this Agreement or the agreements\ndelivered in connection herewith or the transactions contemplated hereby or\nthereby or for recognition or enforcement of any judgment relating thereto, and\neach of the parties hereby irrevocably and unconditionally (i) agrees not to\ncommence any such action or proceeding except in such courts, (ii) agrees that\nany claim in respect of any such action or proceeding may be heard and\ndetermined in such Delaware State court or, to the extent permitted by law, in\nsuch Federal court, (iii) waives, to the fullest extent it may legally and\neffectively do so, any objection which it may now or hereafter have to the\nlaying of venue of any such action or proceeding in any such Delaware State or\nFederal court, and (iv) waives, to the fullest extent permitted by law, the\ndefense of an inconvenient forum to the maintenance of such action or proceeding\nin any such Delaware State or Federal court. Each of the parties hereto agrees\nthat a final judgment in any such action or proceeding shall be conclusive and\nmay be enforced in other jurisdictions by suit on the judgment or in any other\nmanner provided by law. Each party to this Agreement irrevocably consents to\nservice of process in the manner provided for notices in Section 7.9. Nothing in\nthis Agreement shall affect the right of any party to this Agreement to serve\nprocess in any other manner permitted by law.\n\n     (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE\nUNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND\nTHEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE\nTO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING\nOUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN\nCONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH\nPARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY\nOF ANY\n\n                                       10\n\n\n\nOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD\nNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT\nUNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES\nSUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS\nAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS\nSECTION 7.16(c).\n\n     Section 7.17 Counterparts. This Agreement may be executed in counterparts,\neach of which when executed shall be deemed to be an original but all of which\ntaken together shall constitute one and the same agreement.\n\n     Section 7.18 Acknowledgement. The parties hereto acknowledge and agree that\nthis Agreement is entered into pursuant to the provisions of Section 23B.07.310\nof the Business Corporation Act of the State of Washington.\n\n                                    * * * * *\n\n\n                                       11\n\n\n\n     IN WITNESS WHEREOF, Parent and each Shareholder have caused this Agreement\nto be duly executed as of the day and year first above written.\n\n                                         AMGEN INC.\n                                         a Delaware corporation\n\n                                         By: \/s\/ Kevin W. Sharer\n                                            ------------------------------------\n                                            Name:  Kevin W. Sharer\n                                            Title: Chairman of the Board, CEO\n                                                   and President\n\n\n                                         AMERICAN HOME PRODUCTS CORPORATION\n                                         a Delaware corporation\n\n                                         By: \/s\/ Kenneth Martin\n                                            ------------------------------------\n                                            Name:\n                                            Title:\n\n\n                                         MDP HOLDINGS, INC.\n                                         a Delaware corporation\n\n                                         By: \/s\/ Kenneth Martin\n                                            ------------------------------------\n                                            Name:\n                                            Title:\n\n\n                                         LEDERLE PARENTERALS, INC.\n                                         a New Jersey corporation\n\n                                         By: \/s\/ Kenneth Martin\n                                            ------------------------------------\n                                            Name:\n                                            Title:\n\n\n\n\n                                   Schedule I\n                                   ----------\n\n                            Ownership of Common Stock\n                            -------------------------\n\n           Name and Address of Shareholder                    Number of Shares\n           -------------------------------                    ----------------\nAmerican Home Products Corporation(1)                                0\nFive Giralda Farms\nMadison, NJ 07940\n\nMDP Holdings, Inc.                                              180,153,032\nFive Giralda Farms\nMadison, NJ 07940\n\nLederle Parenterals, Inc.                                        43,225,056\nFive Giralda Farms\nMadison, NJ 07940\n________________\n\n(1)  American Home Products Corporation beneficially owns the shares held by MDP\n     Holdings, Inc. and Lederle Parenterals, Inc.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6671,6691],"corporate_contracts_industries":[9405,9407],"corporate_contracts_types":[9629,9633],"class_list":["post-43924","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-home-products-corp","corporate_contracts_companies-amgen-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43924","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43924"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43924"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43924"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43924"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}