Baxalta Inc – Material Contracts Watch

from 8-K 2 pages First Amendment to the Non-Employee Director Compensation Plan of Baxalta Incorporated

from 10-K 1 page Amendment to the Baxalta Incorporated Employee Stock Purchase Plan

from 8-K 4 pages Amendment to the Severance Agreement

from 425 4 pages Amendment to the Severance Agreement

from 8-K 24 pages This Letter Agreement Is Entered Into on the Date First Set Forth Above by and Among Shire PLC, a Company Incorporated in Jersey (“Parent”), Baxalta Incorporated, a Delaware Corporation (“Baxalta”), and Baxter International Inc., a Delaware Corporation (“Baxter”) (This “Letter Agreement”). Reference Is Made to That Certain Tax Matters Agreement, Dated as of June 30, 2015, by and Among Baxter, by and on Behalf of Itself and Each Affiliate of Baxter, and Baxalta, by and on Behalf of Itself and Each Affiliate of Baxalta (The “Tax Matters Agreement”) and That Certain Shareholder’s and Registration Rights Agreement, Dated as of June 30, 2015, by and Between Baxter and Baxalta (The “Registration Rights Agreement”). Pursuant to a Merger Agreement to Be Entered Into Among Parent, Beartracks, Inc., a Delaware Corporation, and Baxalta (The “Merger Agreement”), Parent Will, Directly or Indirectly, Acquire All of the Outstanding Shares of Baxalta Common Stock (The “Merger”), Subject to the Satisfaction of Certain Closing Conditions as Described in the Merger Agreement. Capitalized Terms Used but Not Defined Herein Have the Meanings Given to Them in the Tax Matters Agreement. Parent, Baxalta and Baxter Hereby Agree as Follows: 1. Support of Baxter; Waiver of Appraisal Rights

from 425 24 pages This Letter Agreement Is Entered Into on the Date First Set Forth Above by and Among Shire PLC, a Company Incorporated in Jersey (“Parent”), Baxalta Incorporated, a Delaware Corporation (“Baxalta”), and Baxter International Inc., a Delaware Corporation (“Baxter”) (This “Letter Agreement”). Reference Is Made to That Certain Tax Matters Agreement, Dated as of June 30, 2015, by and Among Baxter, by and on Behalf of Itself and Each Affiliate of Baxter, and Baxalta, by and on Behalf of Itself and Each Affiliate of Baxalta (The “Tax Matters Agreement”) and That Certain Shareholder’s and Registration Rights Agreement, Dated as of June 30, 2015, by and Between Baxter and Baxalta (The “Registration Rights Agreement”). Pursuant to a Merger Agreement to Be Entered Into Among Parent, Beartracks, Inc., a Delaware Corporation, and Baxalta (The “Merger Agreement”), Parent Will, Directly or Indirectly, Acquire All of the Outstanding Shares of Baxalta Common Stock (The “Merger”), Subject to the Satisfaction of Certain Closing Conditions as Described in the Merger Agreement. Capitalized Terms Used but Not Defined Herein Have the Meanings Given to Them in the Tax Matters Agreement. Parent, Baxalta and Baxter Hereby Agree as Follows: 1. Support of Baxter; Waiver of Appraisal Rights

from 425 149 pages Shire Plc as the Company Barclays Bank PLC and Morgan Stanley Bank International Limited as Mandated Lead Arrangers and Bookrunners With Barclays Bank PLC as Agent US$18,000,000,000 Bridge Facilities Agreement Dated 11 January 2016 Slaughter and May One Bunhill Row London Ec1y 8yy (Mjxt/Azn/Mrg/Aezw) 533125364 Contents

from 425 21 pages This Letter Agreement Is Entered Into on the Date First Set Forth Above by and Among Shire Plc, a Company Incorporated in Jersey ("Parent"), Baxalta Incorporated, a Delaware Corporation ("Baxalta"), and Baxter International Inc., a Delaware Corporation ("Baxter") (This "Letter Agreement"). Reference Is Made to That Certain Tax Matters Agreement, Dated as of June 30, 2015, by and Among Baxter, by and on Behalf of Itself and Each Affiliate of Baxter, and Baxalta, by and on Behalf of Itself and Each Affiliate of Baxalta (The "Tax Matters Agreement") and That Certain Shareholder's and Registration Rights Agreement, Dated as of June 30, 2015, by and Between Baxter and Baxalta (The "Registration Rights Agreement"). Pursuant to a Merger Agreement to Be Entered Into Among Parent, Beartracks, Inc., a Delaware Corporation, and Baxalta (The "Merger Agreement"), Parent Will, Directly or Indirectly, Acquire All of the Outstanding Shares of Baxalta Common Stock (The "Merger"), Subject to the Satisfaction of Certain Closing Conditions as Described in the Merger Agreement. Capitalized Terms Used but Not Defined Herein Have the Meanings Given to Them in the Tax Matters Agreement. Parent, Baxalta and Baxter Hereby Agree as Follows: 1. Support of Baxter; Waiver of Appraisal Rights

from 10-Q 3 pages Baxalta Incorporated Amendment to Severance Agreement

from 10-Q 14 pages R E C I T a L S

from 8-K 6 pages Baxalta Incorporated Equity Plan July 1, 2015

from 8-K 19 pages Severance Agreement

from 8-K 21 pages Baxalta Incorporated and Subsidiaries Supplemental Pension Plan

from 8-K 19 pages Purpose and Effective Date

from 8-K 7 pages Baxalta Incorporated Non-Employee Director Compensation Plan (Effective July 1, 2015) Terms and Conditions

from 8-K 15 pages Galaxy License Agreement

from 8-K 44 pages Long Term Services Agreement by and Between Baxter International Inc. and Baxalta Incorporated Dated as of June 30, 2015

from 8-K 32 pages International Commercial Operations Agreement by and Among Baxalta World Trade LLC Baxalta Gmbh Baxalta Holding B.V. Baxter World Trade Corporation Baxter Healthcare SA and Baxter Holding B.V. Dated as of June 30, 2015

from 8-K 11 pages Trademark License Agreement

from 8-K 73 pages Employee Matters Agreement by and Between Baxter International Inc. and Baxalta Incorporated Dated as of June 30, 2015 Employee Matters Agreement