TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this Agreement) is entered into as of July 8, 2019 by and between PetIQ, LLC, an Idaho limited liability company (Service Recipient), and L. Perrigo Company, a Michigan corporation (Service Provider). Service Recipient and Service Provider are sometimes hereinafter referred to individually as a Party and together as the Parties. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Purchase and Sale Agreement, dated as of May 8, 2019 (the Purchase Agreement), by and among Service Provider, Service Recipient, solely for purposes of Section 9.13 of the Purchase Agreement, Perrigo Company plc, an Ireland public company limited by shares, and, solely for purposes of Section 9.14 of the Purchase Agreement, PetIQ, Inc., a Delaware corporation.
WHEREAS, Service Provider and Service Recipient have entered into the Purchase Agreement, pursuant to which, among other things, Service Recipient will purchase from Service Provider the Purchased Interests;
WHEREAS, upon consummation of the transactions contemplated by the Purchase Agreement, and to facilitate and provide an orderly transition, Service Recipient will continue to require certain services from Service Provider or Service Providers Affiliates during a transitional period pursuant to the terms of this Agreement; and
WHEREAS, Service Provider has agreed to perform, or to cause its Affiliates to perform, certain services for Service Recipient pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and of the respective covenants and agreements set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.1 Provision of Services.
(a) Service Provider agrees to provide, or to cause its Affiliates to provide, the services (the Services) set forth on Schedule 1 attached hereto (as such schedule may be amended or supplemented pursuant to the terms of this Agreement, the Services Schedule) to Service Recipient and its Affiliates for the respective periods and on the other terms and conditions set forth in this Agreement and in the Services Schedule.