W I T N E S S E T H :

This AMENDMENT NO. 5 AND WAIVER (this “Amendment No. 5”), dated as of April 19, 2017 and entered into by and among Perrigo Finance Unlimited Company (formerly Perrigo Finance PLC), a public unlimited company organized under the laws of Ireland, Perrigo Company PLC, a public limited company organized under the laws of Ireland (together with Perrigo Finance Unlimited Company, the “Term Facility Borrowers”), certain Lenders listed on the signature pages hereto (the “Consenting Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), amends and is made pursuant to that certain Term Loan Credit Agreement, dated as of December 5, 2014 (as amended by Amendment No. 1, dated as of February 26, 2016, Amendment No. 2, dated as of September 9, 2016, Amendment No. 3, dated as of December 8, 2016, and Amendment No. 4, dated as of March 14, 2017, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Term Facility Borrowers, the lenders party thereto, the Administrative Agent and the other agents party thereto.

WHEREAS, each Term Facility Borrower has requested that the terms of the Credit Agreement be amended and waived as set forth herein;

WHEREAS, by signing this Amendment No. 5 the Required Lenders have consented to this Amendment No. 5 and to the amendments to, and modifications and waivers of the terms of, the Credit Agreement described in Sections 2 and 3 below.

NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:

1.Defined Terms; References. Except as otherwise defined in this Amendment No. 5, terms defined in the Credit Agreement are used herein (including the recitals hereto) as defined therein. On and after the Amendment Effective Date (as defined below), each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment No. 5.

2.Amendments. The Administrative Agent and each Consenting Lender (in the aggregate representing Required Lenders) hereby consents to amend:

(c)    Section 1.04 of the Credit Agreement by adding the following at the end thereof:

“It is understood and agreed that the definition of Consolidated EBIT set forth in Section 1.01, as modified pursuant to the Fifth Amendment, shall apply in respect of each fiscal period ended after the Effective Date.”

3.Waivers. The Administrative Agent and each Consenting Lender (in the aggregate representing Required Lenders) hereby waives:

4. Representations and Warranties; Loan Document. Each Term Facility Borrower hereby represents and warrants that as of the date hereof (a) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of such date, with the same effect as if made on and as of such date (other than those representations and warranties that by their terms expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date) and (b) other than the Specified Defaults, no Default or Event of Default has occurred and is continuing. This Amendment No. 5 is a “Loan Document,” as defined in the Credit Agreement.

5. Conditions.    The amendments and waivers contained in Sections 2 and 3 of this Amendment No. 5 shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:

(a)The Administrative Agent shall have received counterparts of this Amendment No. 5 duly executed and delivered by each Term Facility Borrower, Consenting Lenders constituting the Required Lenders and the Administrative Agent.

(b)The representations and warranties of each Loan Party set forth in Section 4 above are true and correct on and as of the Amendment Effective Date.

(c)Each Term Facility Borrower shall have paid all fees and expenses for which invoices have been presented on or prior to the Amendment Effective Date, including reasonable legal fees and disbursements of counsel to the Administrative Agent.

6.     [Intentionally Omitted]

7.    Continuing Effect; No Other Amendments or Modifications; Reaffirmation. Except as expressly provided herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments and waivers provided for herein are limited to the specific subsection(s) of the Credit Agreement specified herein and shall not constitute an amendment or other modification of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend or modify any other provisions of the Credit Agreement. Each Term Facility Borrower hereby acknowledges and agrees that, after giving effect to this Amendment No. 5, except as expressly set forth in this Amendment No. 5, all of its respective obligations and liabilities under the Loan Documents (including, without limitation, the Guaranty executed by Perrigo Company PLC) to which it is a party are reaffirmed, and remain in full force and effect. Except as expressly provided herein, the execution, delivery and performance of this Amendment No. 5shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

8. Expenses. Each of the Term Facility Borrowers agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment No. 5, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

9. Headings. Section headings herein and in the Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment No. 5 or any other Loan Document.

10. Counterparts. This Amendment No. 5 may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 5 by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

11. GOVERNING LAW. THIS AMENDMENT NO. 5 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed and delivered by their respective authorized officers as of the day and year first above written.