THIRD SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of November 16, 2020, among Mylan Inc., a Pennsylvania corporation (Mylan Inc.), Utah Acquisition Sub Inc., a Delaware corporation (Acquisition Sub), Mylan II B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (Mylan II B.V.), Viatris Inc. (formerly known as Upjohn Inc.), a Delaware corporation (Viatris Inc. and, together with Acquisition Sub and Mylan II B.V., the Note Guarantors), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, Mylan Inc., as issuer, has heretofore executed and delivered to the Trustee an indenture, dated as of December 21, 2012, as amended and supplemented by the First Supplemental Indenture, dated as of February 27, 2015, and the Second Supplemental Indenture, dated as of March 12, 2015 (as amended and supplemented prior to the date hereof, the Indenture), providing for the issuance of 3.125% Senior Notes due 2023 (the Notes) and the guarantee of the Notes by Mylan N.V., a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands (Mylan N.V.);
WHEREAS, pursuant to the terms of the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc., a Delaware corporation (Pfizer Inc.), and Viatris Inc., as amended (the Separation and Distribution Agreement), and the Business Combination Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Viatris Inc., Acquisition Sub, Mylan N.V., Mylan I B.V., a private limited liability company incorporated and existing under the laws of the Netherlands (Mylan I B.V.), and Mylan II B.V., as amended (the Business Combination Agreement), among other things, Mylan N.V. will merge with and into Mylan II B.V. and will cease to exist as a separate legal entity (the Merger);
WHEREAS, following the consummation of the Merger (the Merger Effective Time), Acquisition Sub and Mylan I B.V. shall enter into a purchase and sale agreement, whereby Mylan I B.V. will sell and agree to transfer, immediately following the Merger Effective Time, all issued and outstanding shares in the capital of Mylan II B.V. to Acquisition Sub (the Share Sale), and Mylan I B.V. will subsequently be dissolved and liquidated;
WHEREAS, following the consummation of the Share Sale, Mylan II B.V. will sell and transfer all or substantially all of its assets and liabilities to Acquisition Sub (the Reorganization);
WHEREAS, in connection with the consummation of each of the Merger and the Reorganization, (i) Mylan II B.V., as successor to Mylan N.V., wishes to assume all the obligations of Mylan N.V. as guarantor under the Notes and the Indenture, and (ii) Acquisition Sub wishes to provide, effective as of the Reorganization Effective Time, a full and unconditional guarantee of Mylan Inc.s obligations under the Notes and the Indenture;
WHEREAS, pursuant to Section 4.03 of the Indenture, the information, documents and reports required pursuant to the Indenture may, at the option of the issuer, instead be those of any direct or indirect parent entity of the issuer so long as, among other things, such parent entity fully and unconditionally guarantees, by execution of a supplemental indenture, the obligations of the issuer in respect of the Notes;
WHEREAS, Viatris Inc. is the direct or indirect parent entity of Mylan Inc.;
WHEREAS, Viatris Inc. wishes to provide, effective as of the Reorganization Effective Time, a full and unconditional guarantee of Mylan Inc.s obligations under the Notes and the Indenture;
WHEREAS, the Indenture provides that under certain circumstances additional Guarantors, including the Note Guarantors, shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guarantors shall unconditionally guarantee all of Mylan Inc.s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantees); and
WHEREAS, pursuant to Section 8.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture.