750,000,000 1.700% Senior Notes due 2024
500,000,000 2.100% Senior Notes due 2026
500,000,000 2.500% Senior Notes due 2030
March 25, 2020
Deutsche Bank AG, London Branch
Merrill Lynch International
as Representatives of the several Underwriters
Ladies and Gentlemen:
Danaher Corporation, a Delaware corporation (the Company), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom BNP Paribas (BNP Paribas), Deutsche Bank AG, London Branch (Deutsche Bank) and Merrill Lynch International (Merrill Lynch) are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of 750,000,000 aggregate principal amount of the Companys 1.700% Senior Notes due 2024 (the 2024 Notes), 500,000,000 aggregate principal amount of the Companys 2.100% Senior Notes due 2026 (the 2026 Notes) and 500,000,000 aggregate principal amount of the Companys 2.500% Senior Notes due 2030 (the 2030 Notes and, together with the 2024 Notes and the 2026 Notes, the Securities). The Securities are to be issued pursuant to an indenture (the Initial Base Indenture), dated as of December 11, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as amended by a Second Supplemental Indenture (the Second Supplemental Indenture), dated as of July 1, 2019, between the Company and the Trustee (the Initial Base Indenture, as so amended by the Second Supplemental Indenture, collectively, the Base Indenture) and a supplemental indenture relating to the Securities, to be dated as of March 30, 2020 (the Supplemental Indenture and, together with the Base Indenture, the Indenture) among the Company and the Trustee.
The Company has entered into an Equity Interest and Asset Purchase Agreement, dated as of February 25, 2019 (as amended and supplemented and as the same may be amended and supplemented after the date hereof, the Acquisition Agreement, which term, as used herein, includes all exhibits, schedules and attachments thereto, in each case as amended or supplemented, if applicable), with General Electric Company (GE), pursuant to which the Company will acquire (the Acquisition) the Biopharma business of the Life Sciences business of GE (the Target).