Statistiques de base
| LEI | 5493000JW8DCO3T45R55 |
| CIK | 1620546 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Baxalta Incorporated
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 7, 2019 |
BXLT / Baxalta Incorporated FORM 15-15D Form 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers 001-36782 001-37896 Baxalta Incorporated (Exact name of registr |
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| February 5, 2018 |
Exhibit 1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U. |
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| February 5, 2018 |
CTIC / CTI BioPharma Corp. / Baxalta Inc - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 4 - EXIT FILING)* CTI BIOPHARMA CORP. (Name of Issuer) Common stock, no par value per share (Title of Class of Securit |
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| February 6, 2017 |
ONTX / Onconova Therapeutics, Inc. / Baxalta Inc - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3 – EXIT FILING)* ONCONOVA THERAPEUTICS, INC. (Name of Issuer) Common stock, $0.01 per share (Title of Class of Securi |
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| February 6, 2017 |
CTIC / CTI BioPharma Corp. / Baxalta Inc - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* CTI BIOPHARMA CORP. (Name of Issuer) Common stock, no par value per share (Title of Class of Securities) 12648L106 |
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| June 28, 2016 |
11-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36782 A. Full title of the plan a |
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| June 13, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36782 BAXALTA INCORPORATED (Exact name of registrant as specified in its |
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| June 7, 2016 |
BXLT / Baxalta Incorporated / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BAXALTA INCORPORATED (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 07177M103 (CUSIP Number) JUNE 2, 2016 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this |
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| June 7, 2016 |
Onconova Therapeutics FORM SC 13G/A (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* ONCONOVA THERAPEUTICS, INC. (Name of Issuer) Common stock, $0.01 per share (Title of Class of Securities) 68232V 1 |
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| June 7, 2016 |
CTIC / CTI BioPharma Corp. / Baxalta Inc - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* CTI BIOPHARMA CORP. (Name of Issuer) Common stock, no par value per share (Title of Class of Securities) 12648L106 |
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| June 3, 2016 |
As filed with the Securities and Exchange Commission on June 3, 2016 Registration No. |
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| June 3, 2016 |
As filed with the Securities and Exchange Commission on June 3, 2016 Registration No. |
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| June 3, 2016 |
As filed with the Securities and Exchange Commission on June 3, 2016 Registration No. |
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| June 3, 2016 |
As filed with the Securities and Exchange Commission on June 3, 2016 Registration No. |
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| June 3, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2016 BAXALTA INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Delaware 1-36782 47-1869689 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| June 3, 2016 |
Exhibit 3.1 STATE of DELAWARE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BAXALTA INCORPORATED * * * * * FIRST: The name of the corporation is Baxalta Incorporated (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the |
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| June 3, 2016 |
STATE of DELAWARE AMENDED AND RESTATED BYLAWS BAXALTA INCORPORATED * * * * * ARTICLE 1 OFFICES EX-3.2 3 a16-127191ex3d2.htm EX-3.2 Exhibit 3.2 STATE of DELAWARE AMENDED AND RESTATED BYLAWS OF BAXALTA INCORPORATED * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Baxalta Incorporated (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. In addition to its registered office in the State |
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| June 3, 2016 |
Exhibit 4.1 BAXALTA INCORPORATED, as Issuer, SHIRE PLC, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE DATED as of June 3, 2016 TO THE INDENTURE DATED as of June 23, 2015 FLOATING RATE SENIOR NOTES DUE 2018 2.000% SENIOR NOTES DUE 2018 2.875% SENIOR NOTES DUE 2020 3.600% SENIOR NOTES DUE 2022 4.000% SENIOR NOTES DUE 2025 5.250% SENIOR NO |
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| June 3, 2016 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 14, 2016, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 27, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| May 27, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| May 27, 2016 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2016 Baxalta Incorporated (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 1-36782 47-1869689 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 27, 2016 |
EX-99.1 Exhibit 99.1 Baxalta Shareholders Vote to Approve Combination BANNOCKBURN, Ill., May 27, 2016 Baxalta Incorporated (NYSE: BXLT) today announced the results of a vote on the proposals identified in the definitive proxy statement/prospectus, dated April 18, 2016, at a special meeting of shareholders held earlier this morning relating to the proposed combination with Shire plc (LSE: SHP, NA |
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| May 27, 2016 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K/A 1 d182865d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2016 Baxalta Incorporated (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 1-36782 47-1869689 (State or other |
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| May 27, 2016 |
BXLT / Baxalta Incorporated / BAXTER INTERNATIONAL INC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 – EXIT FILING*) BAXALTA INCORPORATED (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 07177M103 (CUSIP Number) May 26, 2016 (Date of Event which requires filing of this Statement) Check the appropriate box to |
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| May 27, 2016 |
EX-99.1 Exhibit 99.1 Baxalta Shareholders Vote to Approve Combination BANNOCKBURN, Ill., May 27, 2016 ? Baxalta Incorporated (NYSE: BXLT) today announced the results of a vote on the proposals identified in the definitive proxy statement/prospectus, dated April 18, 2016, at a special meeting of shareholders held earlier this morning relating to the proposed combination with Shire plc (LSE: SHP, NA |
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| May 20, 2016 |
Baxalta Incorporated Conflict Minerals Report For The Year Ended December 31, 2015 EX-1.01 Exhibit 1.01 Baxalta Incorporated Conflict Minerals Report For The Year Ended December 31, 2015 Baxalta is a global, innovative biopharmaceutical leader with a sustainable portfolio of differentiated therapies that seek to address unmet medical needs across many disease areas, including hemophilia, immunology and oncology. More specifically, the Company develops, manufactures and markets a |
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| May 20, 2016 |
Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Baxalta Incorporated (Exact name of the registrant as specified in its charter) Delaware 001-36782 47-1869689 (State of other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1200 Lakeview Drive, Bannockburn, Illinois 60015 ( |
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| May 13, 2016 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-210320 BAXTER INTERNATIONAL INC. Offer to Exchange up to 13,360,527 Shares of Common Stock of BAXALTA INCORPORATED Which Are Owned by Baxter International Inc. for Outstanding Shares of Common Stock of BAXTER INTERNATIONAL INC. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 18, 2 |
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| May 12, 2016 |
Exhibit 15 May 12, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our reports dated May 6, 2016 on our reviews of interim financial information of Baxter International Inc. (the ?Company?) for the three month periods ending March 31, 2016 and 2015 included in the Company?s quarterly report on Form 10-Q for the quarter ended March 31 |
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| May 12, 2016 |
CORRESP Baxalta Incorporated 1200 Lakeside Drive Bannockburn, Illinois 60015 May 12, 2016 U. |
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| May 12, 2016 |
As filed with the Securities and Exchange Commission on May 12, 2016 Form S-4/A Table of Contents As filed with the Securities and Exchange Commission on May 12, 2016 Registration No. |
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| May 12, 2016 |
EX-12 4 d98425dex12.htm EX-12 Exhibit 12 Baxter International Inc. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (unaudited — in millions, except ratios) For the three months ending March 31, 2016 For the three months ending March 31, 2015 For the year ending December 31, 2015 For the year ending December 31, 2014 For the year ending December 31, 2013 For the year ending Decem |
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| May 9, 2016 |
Baxalta Incorporated Common Stock, Par Value $0.01 Per Share 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. |
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| May 9, 2016 |
Baxalta FORM 10-Q (Quarterly Report) 10-Q 1 d139243d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| May 9, 2016 |
CORRESP 1 filename1.htm May 9, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Ms. Suzanne Hayes, Assistant Director Mr. Nicholas P. Panos, Senior Special Counsel Ms. Tara Keating Brooks Ms. Mary Beth Breslin Re: Baxalta Incorporated (the “Company”) Amendment No. 3 to Registration Statement on Form S-4 Filed May 4, |
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| May 4, 2016 |
EX-99.6 10 d98425dex996.htm EX-99.6 Exhibit 99.6 NOTICE OF WITHDRAWAL To Withdraw SHARES OF COMMON STOCK OF BAXTER INTERNATIONAL INC. Pursuant to the OFFER TO EXCHANGE up to 13,360,527 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated May 4, 2016 THE EXCHANGE OFFER AND |
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| May 4, 2016 |
As filed with the Securities and Exchange Commission on May 4, 2016 Form S-4/A Table of Contents As filed with the Securities and Exchange Commission on May 4, 2016 Registration No. |
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| May 4, 2016 |
EX-99.2 6 d98425dex992.htm EX-99.2 Exhibit 99.2 Instruction Booklet to the Letter of Transmittal for the OFFER TO EXCHANGE up to 13,360,527 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated May 4, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., |
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| May 4, 2016 |
EX-99.3 7 d98425dex993.htm EX-99.3 Exhibit 99.3 Notice of Guaranteed Delivery for Shares of Common Stock of BAXTER INTERNATIONAL INC. Offer to Exchange up to 13,360,527 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. (Not to be used for signature guarantees) THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS |
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| May 4, 2016 |
EX-99.4 8 d98425dex994.htm EX-99.4 Exhibit 99.4 BAXTER INTERNATIONAL INC. Offer to Exchange up to 13,360,527 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated May 4, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 18, |
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| May 4, 2016 |
EX-99.1 5 d98425dex991.htm EX-99.1 Exhibit 99.1 Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02910-3011 www.computershare.com/investor LETTER OF TRANSMITTAL TIME IS CRITICAL. PLEASE COMPLETE AND RETURN PROMPTLY IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS. This Letter of Transmittal may be used to tender only with respect to certain shares |
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| May 4, 2016 |
EX-99.5 9 d98425dex995.htm EX-99.5 Exhibit 99.5 BAXTER INTERNATIONAL INC. Offer to Exchange up to 13,360,527 Shares of Common Stock of BAXALTA INCORPORATED Which are Owned by Baxter International Inc. For Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated May 4, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 18, |
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| May 3, 2016 |
Exhibit 99.2 Instruction Booklet to the Letter of Transmittal for the OFFER TO EXCHANGE up to 12,800,000 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated May 3, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 18, 201 |
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| May 3, 2016 |
CORRESP May 3, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| May 3, 2016 |
As filed with the Securities and Exchange Commission on May 3, 2016 S-4/A 1 d98425ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on May 3, 2016 Registration No. 333-210320 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Baxalta Incorporated (Exact name of Registrant as specified in its charter) Delaware 2834 47-1869689 |
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| April 28, 2016 |
EX-99.2 Baxalta Incorporated First Quarter 2016 Financial Results And Business Performance Update April 28 th , 2016 Exhibit 99.2 Baxalta Performance Update | Q1 2016 | Page 2 Forward-Looking Statements And GAAP Reconciliation ?Safe Harbor? Statement under the Private Securities Litigation Reform Act of 1995: This presentation includes forward- looking statements concerning expectations and other |
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| April 28, 2016 |
EX-99.1 2 d178116dex991.htm EX-99.1 EXHIBIT 99.1 Baxalta Exceeds Guidance and Delivers Strong Sales and Earnings for First Quarter 2016 • Positive momentum continues across broad hematology and immunology portfolio • Key pipeline and strategic achievements drive continued growth and unlock value across rare disease portfolio • R&D and marketing investments position business for future success BANN |
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| April 28, 2016 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2016 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-36782 47-1869689 (Commission F |
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| April 28, 2016 |
As filed with the Securities and Exchange Commission on April 28, 2016 S-4/A 1 d153094ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on April 28, 2016 Registration No. 333-210646 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Baxalta Incorporated (Exact name of Registrant as specified in its charter) Delaware 2834 47-1869 |
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| April 28, 2016 |
CORRESP Baxalta Incorporated 1200 Lakeside Drive Bannockburn, Illinois 60015 April 28, 2016 U. |
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| April 26, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| April 21, 2016 |
EX-99.3 6 d98425dex993.htm EX-99.3 Exhibit 99.3 Notice of Guaranteed Delivery for Shares of Common Stock of BAXTER INTERNATIONAL INC. Offer to Exchange up to 12,800,000 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. (Not to be used for signature guarantees) THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS |
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| April 21, 2016 |
Exhibit 99.1 Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02910-3011 www.computershare.com/investor LETTER OF TRANSMITTAL TIME IS CRITICAL. PLEASE COMPLETE AND RETURN PROMPTLY IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS. This Letter of Transmittal may be used to tender only with respect to certain shares of common stock, par value $1.00 p |
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| April 21, 2016 |
Exhibit 99.4 BAXTER INTERNATIONAL INC. Offer to Exchange up to 12,800,000 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated April 21, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 18, 2016, UNLESS THE OFFER IS EXTEN |
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| April 21, 2016 |
Exhibit 99.6 NOTICE OF WITHDRAWAL To Withdraw SHARES OF COMMON STOCK OF BAXTER INTERNATIONAL INC. Pursuant to the OFFER TO EXCHANGE up to 12,800,000 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated April 21, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT |
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| April 21, 2016 |
Exhibit 99.5 BAXTER INTERNATIONAL INC. Offer to Exchange up to 12,800,000 Shares of Common Stock of BAXALTA INCORPORATED Which are Owned by Baxter International Inc. For Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated April 21, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 18, 2016, UNLESS THE OFFER IS EXTEN |
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| April 21, 2016 |
CORRESP 150 filename150.htm April 21, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Ms. Suzanne Hayes, Assistant Director Ms. Tara Keating Brooks Ms. Mary Beth Breslin Re: Baxalta Incorporated Registration Statement on Form S-4 Filed March 21, 2016 File No. 333-210320 Dear Ms. Hayes: On behalf of Baxalta Incorpora |
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| April 21, 2016 |
As filed with the Securities and Exchange Commission on April 21, 2016 S-4/A Table of Contents As filed with the Securities and Exchange Commission on April 21, 2016 Registration No. |
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| April 21, 2016 |
Exhibit 99.2 Instruction Booklet to the Letter of Transmittal for the OFFER TO EXCHANGE up to 12,800,000 Shares of Common Stock of BAXALTA INCORPORATED which are owned by Baxter International Inc. for Shares of Common Stock of BAXTER INTERNATIONAL INC. Pursuant to the Prospectus dated April 21, 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 18, |
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| April 19, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| April 18, 2016 |
Use these links to rapidly review the document TABLE OF CONTENTS Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| April 18, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| April 18, 2016 |
425 1 a2228325z425.htm 425 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. 001-36782 Forward-Looking Statements Statements included herein that are not hi |
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| April 18, 2016 |
DEFM14A 1 a2228310zdefm14a.htm DEFM14A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the a |
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| April 14, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| April 14, 2016 |
Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| April 7, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| April 7, 2016 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2016 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware 1-36782 47-1869689 (State or other Jurisdiction of Incorporation) (Commissi |
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| April 7, 2016 |
EX-99.1 6 d153094dex991.htm EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL BAXALTA INCORPORATED OFFER TO EXCHANGE All outstanding unregistered $375,000,000 Floating Rate Senior Notes due 2018, $375,000,000 Floating Rate Senior Notes due 2018, $375,000,000 2.000% Senior Notes due 2018, $375,000,000 2.000% Senior Notes due 2018, in exchange for $1,000,000,000 2.875% Senior Notes due 2020, $1,000,000,000 |
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| April 7, 2016 |
Report of Independent Registered Public Accounting Firm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Baxter International Inc. In our opinion, the accompanying combined balance sheets and the related combined statements of income, comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of the Biopharmaceuticals B |
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| April 7, 2016 |
EX-99.2 7 d153094dex992.htm EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY BAXALTA INCORPORATED OFFER TO EXCHANGE All outstanding unregistered $375,000,000 Floating Rate Senior Notes due 2018, $375,000,000 Floating Rate Senior Notes due 2018, $375,000,000 2.000% Senior Notes due 2018, $375,000,000 2.000% Senior Notes due 2018, in $1,000,000,000 2.875% Senior Notes due 2020, $1,000,000,000 2.87 |
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| April 7, 2016 |
EX-25.1 5 d153094dex251.htm EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of tr |
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| April 7, 2016 |
FIRST AMENDMENT TO THE NON-EMPLOYEE DIRECTOR COMPENSATION PLAN OF BAXALTA INCORPORATED EX-10.1 2 d143350dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO THE NON-EMPLOYEE DIRECTOR COMPENSATION PLAN OF BAXALTA INCORPORATED The Non-Employee Director Compensation Plan (the “Plan”), as adopted effective July 1, 2015, by the Board of Directors (the “Board”) of Baxalta Incorporated (“Baxalta”), is hereby amended as follows, pursuant to the authority retained by the Board under Section 8. |
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| April 7, 2016 |
As filed with the Securities and Exchange Commission on April 7, 2016 S-4 Table of Contents As filed with the Securities and Exchange Commission on April 7, 2016 Registration No. |
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| April 7, 2016 |
Exhibit 12.1 Baxalta Incorporated and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (unaudited?in millions, except ratios) years ended December 31 2015 2014 2013 2012 2011 Income from continuing operations before income taxes $ 1,198 $ 1,532 $ 1,613 $ 1,561 $ 1,679 Fixed charges Interest costs(1) 95 0 0 0 0 Estimated interest in rentals(2) 17 14 13 13 13 Fixed charges as defined $ |
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| April 6, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Secion 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2016 SHIRE PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 0-29630 98-0601486 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 6, 2016 |
Exhibit 99.1 Press Release www.shire.com Shire Comments on Recent US Treasury Notice Proposed Combination with Baxalta on Track to Close in Mid-2016 Dublin, Ireland ? April 6, 2016 - Shire plc (LSE: SHP, NASDAQ: SHPG) acknowledges the US Treasury notice published on April 4, 2016, and anticipates the Baxalta transaction will proceed as originally announced on January 11, 2016. The combination of S |
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| March 31, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 31, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 31, 2016 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2016 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware 1-36782 47-1869689 (State or other Jurisdiction of Incorporation) (Commission F |
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| March 31, 2016 |
425 1 d173944d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2016 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware 1-36782 47-1869689 (State or other Jurisdiction of Incorpo |
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| March 22, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 21, 2016 |
As filed with the Securities and Exchange Commission on March 21, 2016 S-4 Table of Contents As filed with the Securities and Exchange Commission on March 21, 2016 Registration No. |
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| March 18, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 18, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 17, 2016 |
63,823,582 Shares Baxalta Incorporated Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-209373 PROSPECTUS 63,823,582 Shares Baxalta Incorporated Common Stock This is a public offering of shares of common stock of Baxalta Incorporated. Our common stock is listed on the New York Stock Exchange under the symbol ?BXLT.? On March 16, 2016, the last reported sales price of our common stock was $38.05 per share. I |
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| March 15, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 15, 2016 |
BAXALTA INCORPORATED [●] Shares of Common Stock Underwriting Agreement EX-1.1 Exhibit 1.1 BAXALTA INCORPORATED [?] Shares of Common Stock Underwriting Agreement [?], 2016 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 UBS Securities LLC 1285 Avenue of the Americas New York, New York 1 |
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| March 15, 2016 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 15, 2016 Registration No. |
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| March 15, 2016 |
CORRESP Baxalta Incorporated 1200 Lakeside Drive Bannockburn, Illinois 60015 March 15, 2016 U. |
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| March 15, 2016 |
CORRESP BY EDGAR March 15, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 11, 2016 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 11, 2016 Registration No. |
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| March 10, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 8, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 8, 2016 |
425 Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| March 3, 2016 |
POS AM Table of Contents As filed with the Securities and Exchange Commission on March 3, 2016 Registration No. |
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| March 3, 2016 |
Baxalta FORM 10-K (Annual Report) Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 3, 2016 |
Baxalta Incorporated List of Subsidiaries EX-21 EXHIBIT 21 Baxalta Incorporated List of Subsidiaries The following is a list of subsidiaries of Baxalta Incorporated as of December 31, 2015, omitting some subsidiaries which, when considered in the aggregate, would not constitute a significant subsidiary. |
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| March 3, 2016 |
AMENDMENT TO THE BAXALTA INCORPORATED EMPLOYEE STOCK PURCHASE PLAN EX-10.15 EXHIBIT 10.15 AMENDMENT TO THE BAXALTA INCORPORATED EMPLOYEE STOCK PURCHASE PLAN This AMENDMENT TO THE BAXALTA INCORPORATED EMPLOYEE STOCK PURCHASE PLAN (this “Amendment”) is made as of February 4, 2016 by Baxalta Incorporated, a Delaware corporation (the “Company”). W I T N E S S E T H. WHEREAS, the Company adopted the Employee Stock Purchase Plan (the “ESPP”) on July 1, 2015 (capitalize |
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| February 29, 2016 |
EX-99.1 Exhibit 1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, sup |
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| February 29, 2016 |
EX-99.1 Exhibit 1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, sup |
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| February 29, 2016 |
ONTX / Onconova Therapeutics, Inc. / Baxalta Inc - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* ONCONOVA THERAPEUTICS, INC. (Name of Issuer) Common stock, $0.01 per share (Title of Class of Securities) |
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| February 29, 2016 |
CTIC / CTI BioPharma Corp. / Baxalta Inc - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* CTI BIOPHARMA CORP. (Name of Issuer) Common stock, no par value per share (Title of Class of Securities) 12648L106 |
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| February 29, 2016 |
EX-99.2 3 d150793dex992.htm EX-99.2 Exhibit 2 LIMITED POWER OF ATTORNEY Know all by these presents, that Baxalta GmbH, a company organized and existing under the laws of Switzerland, having a principal place of business at Thurgauerstrasse 130, Glattpark (Opfikon) 8152 Switzerland, herewith grants power to Stephanie D. Miller to sign with single signature on behalf of Baxalta GmbH, to: (1) prepare |
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| February 29, 2016 |
EX-99.2 3 d150733dex992.htm EX-99.2 Exhibit 2 LIMITED POWER OF ATTORNEY Know all by these presents, that Baxalta GmbH, a company organized and existing under the laws of Switzerland, having a principal place of business at Thurgauerstrasse 130, Glattpark (Opfikon) 8152 Switzerland, herewith grants power to Stephanie D. Miller to sign with single signature on behalf of Baxalta GmbH, to: (1) prepare |
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| February 22, 2016 |
Form 425 Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| February 16, 2016 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2016 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-36782 47-1869689 (Commissio |
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| February 16, 2016 |
Fourth Quarter 2015 Financial Results EX-99.2 Baxalta Incorporated Fourth Quarter 2015 Financial Results And Business Performance Update February 16 , 2016 th Exhibit 99.2 Baxalta Performance Update | Q4 2015 | Page 2 Forward-Looking Statements And GAAP Reconciliation ?Safe Harbor? Statement under the Private Securities Litigation Reform Act of 1995: This presentation includes forward-looking statements concerning expectations, prospe |
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| February 16, 2016 |
EX-99.1 2 d141413dex991.htm EX-99.1 Exhibit 99.1 Baxalta Posts Strong Fourth Quarter 2015 Sales and Earnings; Positive Momentum Continues with Achievement of Key Milestones • Results reflect successful transition to a standalone company with compelling commercial, regulatory, clinical, operational and financial execution • Broad and differentiated portfolio of leading hematology and immunology the |
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| February 12, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| February 12, 2016 |
CTIC / CTI BioPharma Corp. / Baxalta Inc - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* CTI BIOPHARMA CORP. (Name of Issuer) Common stock, no par value per share (Title of Class of Securities) 126 |
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| February 12, 2016 |
EX-99.2 Exhibit 2 LIMITED POWER OF ATTORNEY Know all by these presents, that Baxalta GmbH, a company organized and existing under the laws of Switzerland, having a principal place of business at Thurgauerstrasse 130, Glattpark (Opfikon) 8152 Switzerland, herewith grants power to Stephanie D. Miller to sign with single signature on behalf of Baxalta GmbH, to: (1) prepare, execute on behalf of Baxal |
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| February 12, 2016 |
BXLT / Baxalta Incorporated / BAXTER INTERNATIONAL INC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BAXALTA INCORPORATED (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 07177M103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 12, 2016 |
EX-99.1 2 d138426dex991.htm EX-99.1 Exhibit 1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any |
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| February 12, 2016 |
EX-99.2 Exhibit 2 LIMITED POWER OF ATTORNEY Know all by these presents, that Baxalta GmbH, a company organized and existing under the laws of Switzerland, having a principal place of business at Thurgauerstrasse 130, Glattpark (Opfikon) 8152 Switzerland, herewith grants power to Stephanie D. Miller to sign with single signature on behalf of Baxalta GmbH, to: (1) prepare, execute on behalf of Baxal |
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| February 12, 2016 |
EX-99.1 Exhibit 1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, sup |
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| February 12, 2016 |
ONTX / Onconova Therapeutics, Inc. / Baxalta Inc - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* ONCONOVA THERAPEUTICS, INC. (Name of Issuer) Common stock, $0.01 per share (Title of Class of Securities) 68 |
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| February 11, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| February 8, 2016 |
BXLT / Baxalta Incorporated / JP Morgan Chase & Co - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Baxalta Incorporated (Name of Issuer) Common Stock, par value $0.01 per share (Title of Cl |
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| February 8, 2016 |
BXLT / Baxalta Incorporated / JP Morgan Chase & Co - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Baxalta Incorporated (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class |
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| February 8, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| February 4, 2016 |
425 1 a16-34373425.htm 425 Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. 001-36782 Forward-Looking Statements Statements included herein that are not historical facts, including without limitation statements concerning our proposed bus |
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| February 3, 2016 |
As filed with the Securities and Exchange Commission on February 3, 2016 S-1 Table of Contents As filed with the Securities and Exchange Commission on February 3, 2016 Registration No. |
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| February 2, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 29, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 28, 2016 |
37,573,040 Shares Baxalta Incorporated Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-206717 PROSPECTUS 37,573,040 Shares Baxalta Incorporated Common Stock This is a public offering of shares of common stock of Baxalta Incorporated. Our common stock is listed on the New York Stock Exchange under the symbol ?BXLT.? On January 27, 2016, the last reported sales price of our common stock was $40.12 per share. |
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| January 28, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 27, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 26, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 26, 2016 |
As filed with the Securities and Exchange Commission on January 26, 2016 S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 26, 2016 Registration No. |
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| January 26, 2016 |
BAXALTA INCORPORATED [?] Shares of Common Stock Underwriting Agreement EX-1.1 Exhibit 1.1 BAXALTA INCORPORATED [•] Shares of Common Stock Underwriting Agreement [•], 2016 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Chase Lincoln First Commercial Corporation, a Delaware corporation (the “Selling Stockholder”), proposes to sell to J.P. Morgan Securities LLC (the “Underwriter”) [•] shares (the “Shares”) of common stock, p |
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| January 26, 2016 |
As filed with the Securities and Exchange Commission on January 26, 2016 S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 26, 2016 Registration No. |
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| January 26, 2016 |
CORRESP Baxalta Incorporated 1200 Lakeside Drive Bannockburn, Illinois 60015 January 26, 2016 U. |
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| January 26, 2016 |
CORRESP BY EDGAR January 26, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 25, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 25, 2016 |
425 Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 21, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 20, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 19, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 15, 2016 |
As filed with the Securities and Exchange Commission on January 15, 2016 S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 15, 2016 Registration No. |
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| January 15, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 14, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 13, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 12, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 12, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 12, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 10.2 EXECUTION VERSION 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) 5 |
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| January 11, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
425 Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
425 Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2016 Baxalta Incorporated (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 1-36782 47-1869689 (State or other jurisdiction of incorporation) (Commi |
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| January 11, 2016 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AMONG SHIRE PLC BEARTRACKS, INC. AND BAXALTA INCORPORATED Dated as of January 11, 2016 TABLE OF CONTENTS Page SECTION 1 THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Closing 2 1.4 Directors and Officers of the Surviving Corporation 2 1.5 Subsequent Actions 2 SECTION 2 CONVERSION OF S |
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| January 11, 2016 |
EX-2.1 Exhibit 2.1 CONFIDENTIAL EXECUTION COPY AGREEMENT AND PLAN OF MERGER AMONG SHIRE PLC BEARTRACKS, INC. AND BAXALTA INCORPORATED Dated as of January 11, 2016 TABLE OF CONTENTS Page SECTION 1 THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Closing 2 1.4 Directors and Officers of the Surviving Corporation 2 1.5 Subsequent Actions 2 SECTION 2 CONVERSION OF SECURITIES 3 2.1 Conversion of C |
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| January 11, 2016 |
Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 EX-10.1 Exhibit 10.1 EXECUTION COPY Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 January 11, 2016 Shire plc 5 Riverwalk, Citywest Business Campus Dublin 24 Republic of Ireland Attention: Bill Mordan, General Counsel Baxalta Incorporated 1200 Lakeside Drive Bannockburn, Illinois 60015 Attention: Peter G. Edwards Ladies and Gentlemen: This letter agreement is entered into o |
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| January 11, 2016 |
EX-4.1 3 d120894dex41.htm EX-4.1 Exhibit 4.1 Execution Version AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT, dated as of January 11, 2016 (this “Amendment”), amends the Rights Agreement, dated as of June 30, 2015 (the “Rights Agreement”), by and between Baxalta Incorporated, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and Computershare Trus |
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| January 11, 2016 |
Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 January 11, 2016 Shire plc 5 Riverwalk, Citywest Business Campus Dublin 24 Republic of Ireland Attention: Bill Mordan, General Counsel Baxalta Incorporated 1200 Lakeside Drive Bannockburn, Illinois 60015 Attention: Peter G. Edwards Ladies and Gentlem |
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| January 11, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
Form 425 Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 11, 2016 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| January 11, 2016 |
SHIRE TO COMBINE WITH BAXALTA, CREATING THE GLOBAL LEADER IN RARE DISEASES EX-99.1 5 a2227083zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 SHIRE TO COMBINE WITH BAXALTA, CREATING THE GLOBAL LEADER IN RARE DISEASES Combination creates leading global biotechnology company projected to deliver double-digit top-line growth with over $20 billion in annual revenues by 2020 • No. 1 platform in rare diseases expected to genera |
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| January 11, 2016 |
EX-2.1 Exhibit 2.1 CONFIDENTIAL EXECUTION COPY AGREEMENT AND PLAN OF MERGER AMONG SHIRE PLC BEARTRACKS, INC. AND BAXALTA INCORPORATED Dated as of January 11, 2016 TABLE OF CONTENTS Page SECTION 1 THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Closing 2 1.4 Directors and Officers of the Surviving Corporation 2 1.5 Subsequent Actions 2 SECTION 2 CONVERSION OF SECURITIES 3 2.1 Conversion of C |
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| January 11, 2016 |
AMENDMENT THE SEVERANCE AGREEMENT EX-10.2 Exhibit 10.2 AMENDMENT TO THE SEVERANCE AGREEMENT This AMENDMENT TO THE SEVERANCE AGREEMENT (this ?Amendment?) is made as of , 2016 by Baxalta Incorporated, a Delaware corporation (the ?Company?), and [?] (the ?Executive?). W I T N E S S E T H. WHEREAS, the Company, and the Executive entered into that certain Severance Agreement, dated as of [July 1, 2015] (the ?Severance Agreement?) (capi |
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| January 11, 2016 |
AMENDMENT THE SEVERANCE AGREEMENT EX-10.2 Exhibit 10.2 AMENDMENT TO THE SEVERANCE AGREEMENT This AMENDMENT TO THE SEVERANCE AGREEMENT (this ?Amendment?) is made as of , 2016 by Baxalta Incorporated, a Delaware corporation (the ?Company?), and [?] (the ?Executive?). W I T N E S S E T H. WHEREAS, the Company, and the Executive entered into that certain Severance Agreement, dated as of [July 1, 2015] (the ?Severance Agreement?) (capi |
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| January 11, 2016 |
Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 EX-10.1 Exhibit 10.1 EXECUTION COPY Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 January 11, 2016 Shire plc 5 Riverwalk, Citywest Business Campus Dublin 24 Republic of Ireland Attention: Bill Mordan, General Counsel Baxalta Incorporated 1200 Lakeside Drive Bannockburn, Illinois 60015 Attention: Peter G. Edwards Ladies and Gentlemen: This letter agreement is entered into o |
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| January 11, 2016 |
EX-4.1 Exhibit 4.1 Execution Version AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT, dated as of January 11, 2016 (this ?Amendment?), amends the Rights Agreement, dated as of June 30, 2015 (the ?Rights Agreement?), by and between Baxalta Incorporated, a Delaware corporation (the ?Company?), Computershare Inc., a Delaware corporation (?Computershare?), and Computershare Trust Company, N.A., a federal |
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| January 11, 2016 |
Baxalta FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2016 Baxalta Incorporated (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 1-36782 47-1869689 (State or other jurisdiction of incorporation) (Commi |
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| January 11, 2016 |
425 Global Town Hall CONFIDENTIAL Filed by Baxalta Incorporated Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| November 12, 2015 |
Baxalta Incorporated Common Stock, Par Value $0.01 Per Share 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. |
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| November 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36782 BA |
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| November 12, 2015 |
Exhibit 10.1 Execution Version FIRST AMENDMENT This FIRST AMENDMENT (this ?Amendment?) dated as of November 12, 2015 is among Baxalta Incorporated, a Delaware corporation (the ?Borrower?), JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the ?Administrative Agent?) and the undersigned financial institutions. R E C I T A L S: A. The Borrower, the Administrative |
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| November 12, 2015 |
BAXALTA INCORPORATED AMENDMENT TO SEVERANCE AGREEMENT Exhibit 10.2 BAXALTA INCORPORATED AMENDMENT TO SEVERANCE AGREEMENT THIS AMENDMENT to the Severance Agreement is dated as of November 11, 2015, by and between Baxalta Incorporated (the ?Company?) and (the ?Executive?), and amends that certain Severance Agreement, dated as of July 1, 2015 (the ?Agreement?), by and between the Company and the Executive. All capitalized terms used but not otherwise de |
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| October 29, 2015 |
Third Quarter 2015 Financial Results & EX-99.2 Baxalta Incorporated Third Quarter 2015 Financial Results & Business Performance Update October 29 th , 2015 Exhibit 99.2 Baxalta Performance Update | Q3 2015 | Page 2 Third Quarter 2015 Earnings Conference Call Agenda Introduction Mary Kay Ladone Opening Remarks Ludwig Hantson, Ph.D. Innovation Update John Orloff, M.D. Financial Performance & Outlook Robert Hombach Questions & Answers Man |
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| October 29, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2015 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-36782 47-1869689 (Commission |
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| October 29, 2015 |
EX-99.1 Exhibit 99.1 Baxalta Announces Strong Sales and Earnings for Third Quarter Exceeding Guidance, Raises Second Half 2015 Outlook ? Higher global demand bolsters growth for company?s leading hematology and immunology therapies ? Successfully integrating ONCASPAR acquisition into new oncology business ? Key milestone achievements advance pipeline toward delivering 20 new product launches by 20 |
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| September 30, 2015 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| September 18, 2015 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| September 17, 2015 |
Jeff Poulton CFO The next step in our journey BAML Global Healthcare Conference, 2015 September 17, 2015 Statements included in this announcement that are not historical facts, including without limitation statements concerning our 10x20 ambitions and targets, our proposed combination with Baxalta Incorporated (?Baxalta?), and the timing and benefits thereof, including our 20x20 ambition that targets $20 billion in combined product sales by 2020, are forward-looking statements. |
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| September 17, 2015 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| September 1, 2015 |
As filed with the Securities and Exchange Commission on September 1, 2015 S-1 Table of Contents As filed with the Securities and Exchange Commission on September 1, 2015 Registration No. |
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| August 13, 2015 |
Baxalta Incorporated Common Stock, Par Value $0.01 Per Share 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. |
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| August 13, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d25585d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2015 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other Jurisdiction of Incorporation) 1-36782 47- |
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| August 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d913318d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss |
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| August 13, 2015 |
EX-99.1 Exhibit 99.1 BAXALTA INCORPORATED GAAP Product Category Sales by U.S. and International Three and Six Months Ended June 30, 2015 and 2014 1 (unaudited) ($ in millions) The below information presents Baxalta?s product category net sales on a GAAP basis by U.S. and International. Refer to the following page for product category net sales on a pro forma basis. Q2 2015 Q2 2014 % Growth @ Actua |
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| August 10, 2015 |
EX-99.1 Exhibit 99.1 Remarks by Ludwig N. Hantson, Chief Executive Officer and President of Baxalta Incorporated, on August 10, 2015 We are pleased to provide an update on Baxalta?s exciting growth prospects, and our continued focus on creating shareholder value. I am sure one of the topics you would want to discuss today is the recent Shire proposal. So, let me start by sharing some perspectives |
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| August 10, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 10, 2015 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-36782 47-1869689 (Commission F |
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| August 5, 2015 |
Filed by Shire plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Baxalta Incorporated Commission File No. |
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| August 4, 2015 |
20x20 Creating the Global Leader in Rare Diseases Exhibit 99.2 20x20 Creating the Global Leader in Rare Diseases FORWARD-LOOKING STATEMENTS Statements included herein that are not historical facts, including without limitation statements concerning our proposed business combination with Baxalta Incorporated (?Baxalta?), and the timing and benefits thereof, including our 20x20 ambition that targets $20 billion in combined product sales by 2020, as |
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| August 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2015 Shire plc (Exact name of registrant as specified in its charter) Jersey, Channel Islands 0-29630 98-0601486 (State or other jurisdiction of incorporation) (Commission F |
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| August 4, 2015 |
Exhibit 99.1 Press Release www.shire.com SHIRE PROPOSES COMBINATION WITH BAXALTA TO CREATE THE LEADING GLOBAL BIOTECH COMPANY FOCUSED ON RARE DISEASES Strong strategic fit and industry-leading portfolio of combined company is projected to deliver immediate value creation and generate $20 billion in product sales by 2020 ? Complementary capabilities create leading platform for growth, with over 30 |
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| July 30, 2015 |
EX-99.1 Exhibit 99.1 Baxalta Reports Positive Sales Momentum in Second Quarter of 2015, Raises Financial Guidance for Second Half of 2015 ? Strong second quarter sales across leading hematology and immunology portfolio ? ONCASPAR acquisition accelerates innovation capabilities and commercial presence in growing oncology business focused on rare and orphan diseases ? Critical milestone achievements |
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| July 30, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 30, 2015 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-36782 47-1869689 (Commission Fil |
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| July 29, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter G. |
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| July 29, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter G. |
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| July 29, 2015 |
8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2015 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-36782 47- |
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| July 7, 2015 |
As filed with the Securities and Exchange Commission on July 7, 2015 S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 7, 2015 Registration No. |
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| July 7, 2015 |
Acceleration Request Baxalta Incorporated One Baxter Parkway Deerfield, Illinois 60015 July 7, 2015 VIA EDGAR U. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 6, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Stephanie D. |
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| July 2, 2015 |
BYLAWS BAXALTA INCORPORATED (As Amended and Restated Effective June 30, 2015) ARTICLE I EX-3.2 Exhibit 3.2 BYLAWS OF BAXALTA INCORPORATED (As Amended and Restated Effective June 30, 2015) ARTICLE I SHAREHOLDERS SECTION 1. PLACE OF MEETINGS. The Board of Directors may designate the place of meeting for any meetings of shareholders, but if no designation is made the place of meeting shall be the principal executive offices of the Corporation. SECTION 2. ANNUAL MEETINGS; NOTICE OF SHARE |
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| July 2, 2015 |
EXHIBIT 10.3 MANUFACTURING AND SUPPLY AGREEMENT dated as of June 30, 2015 by and between BAXTER INTERNATIONAL INC. and BAXALTA INCORPORATED Table of Contents Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Other Terms 5 1.3 Rules of Construction 5 ARTICLE II MANUFACTURING 5 2.1 General 5 2.2 No Exclusivity 6 2.3 Volume Limitation; Capacity; Projects 6 2.4 Product Improvem |
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| July 2, 2015 |
Baxalta Incorporated Equity Plan July 1, 2015 Exhibit 10.17 Baxalta Incorporated Equity Plan July 1, 2015 1. Purpose This Equity Plan (the ?Plan?) has been adopted by the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Baxalta Incorporated (?Baxter?), effective as of July 1, 2015. For avoidance of doubt, all grants made under this Plan shall be made on or after the date on which the stock Baxalta is distrib |
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| July 2, 2015 |
Exhibit 10.8 GALAXY LICENSE AGREEMENT THIS LICENSE AGREEMENT (this ?Agreement?), dated and effective as of June 30, 2015, by and among Baxter International Inc. (?Baxter?), a corporation organized under the laws of Delaware with a primary address at One Baxter Parkway, Deerfield, Illinois USA 60015 and Baxter Healthcare SA, a company organized under the laws of Switzerland with a primary address a |
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| July 2, 2015 |
EX-99.2 21 d59817dex992.htm EX-99.2 Exhibit 99.2 Baxalta Launches as a Global Biopharmaceutical Leader Dedicated to Patients with Orphan Diseases and Underserved Conditions • Baxalta to focus innovation on targeted therapies to advance leadership in hematology and immunology and to expand oncology business • New products and indications planned to contribute $2.5 billion in sales by 2020, building |
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| July 2, 2015 |
EX-2.1 2 d59817dex21.htm EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II THE SEPARATION 19 Section 2.01 Governance and Listing of Baxalta 19 Section 2.02 The Separation 19 Section 2.03 Deferred Baxalta Local Closin |
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| July 2, 2015 |
Exhibit 10.16 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of July 1, 2015 (the ?Effective Date?), is made by and between Baxalta Incorporated, a Delaware corporation (the ?Company?), and (the ?Executive?). WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Board recognizes that, as |
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| July 2, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2015 Baxalta Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-36782 47-1869689 (Commissi |
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| July 2, 2015 |
EX-3.1 3 d59817dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BAXALTA INCORPORATED Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law Baxalta Incorporated (hereinafter in this Amended and Restated Certificate of Incorporation called the “Corporation”), a corporation organized and existing under the General Corporation Law of the State o |
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| July 2, 2015 |
EX-10.1 Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II SERVICES 3 Section 2.01 Services 3 Section 2.02 Omitted Services; Excluded Services; Additional Services 3 Section 2.03 Performance of Services 4 Section 2.04 Charges for S |
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| July 2, 2015 |
EX-10.11 16 d59817dex1011.htm EX-10.11 Exhibit 10.11 BAXALTA INCORPORATED DIRECTORS’ DEFERRED COMPENSATION PLAN (Effective July 1, 2015) TABLE OF CONTENTS ARTICLE I PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 ARTICLE II DEFINITIONS 2 2.1 Account 2 2.2 Administrator 2 2.3 Baxalta 2 2.4 Beneficiary 2 2.5 Baxter Plan 2 2.6 Board 2 2.7 Compensation 2 2.8 Compensation Committee 2 2. |
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| July 2, 2015 |
Exhibit 10.6 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 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.01 Definitions 3 ARTICLE II INTERNATIONAL TRANSITION PERIOD 7 Section 2.01 Legal Title 7 Section 2.02 Treatment |
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| July 2, 2015 |
EX-10.7 Exhibit 10.7 LONG TERM SERVICES AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II SERVICES 3 Section 2.01 Services 3 Section 2.02 Joinder Agreement 3 Section 2.03 Omitted Services; Additional Services 3 Section 2.04 Performance of Services 4 Section 2.05 |
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| July 2, 2015 |
Exhibit 10.15 BAXALTA INCORPORATED AND SUBSIDIARIES SUPPLEMENTAL PENSION PLAN (Effective May 1, 2015) TABLE OF CONTENTS ARTICLE I GENERAL 1 1.1 Purpose 1 1.2 Plan Administration; Source of Benefit Payments 1 1.3 Limitation on Provisions 1 1.4 Plan Supplements 1 1.5 Former Participants in Baxter Plan 1 ARTICLE II DEFINITIONS 3 2.1 Accrued Benefit 3 2.2 Beneficiary 3 2.3 Benefit 3 2.4 Benefit Commit |
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| July 2, 2015 |
Exhibit 10.9 Execution Version U.S. $1,200,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of July 1, 2015 among BAXALTA INCORPORATED as Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and BANK OF AMERICA, N.A. and CITIBANK, N.A. as Syndication Agents J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORAT |
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| July 2, 2015 |
EX-10.5 Exhibit 10.5 TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated and effective as of June 30, 2015 between BAXTER INTERNATIONAL INC., a corporation organized under the laws of the state of Delaware with a primary address at One Baxter Parkway, Deerfield, Illinois 60015 (“Baxter”), and BAXALTA INCORPORATED, a corporation organized under the laws of the Sta |
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| July 2, 2015 | ||
| July 2, 2015 |
INFORMATION STATEMENT Baxalta Incorporated Table of Contents Exhibit 99.1 June 17, 2015 Dear Baxter International Inc. Shareholder: In 2015, Baxter will separate into two premier global healthcare companies. One company, to be named Baxalta Incorporated, will focus on developing and marketing innovative biopharmaceuticals. The other, retaining the Baxter name, will focus on lifesaving medical products. We are confident that this separation |
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| July 2, 2015 |
EX-10.2 Exhibit 10.2 Execution Version TAX MATTERS AGREEMENT by and among BAXTER INTERNATIONAL INC. AND ITS AFFILIATES and BAXALTA INCORPORATED AND ITS AFFILIATES TAX MATTERS AGREEMENT This Tax Matters Agreement (the “Agreement”) is entered into as of the 30th day of June, 2015, between Baxter International Inc. (“Baxter”), a Delaware corporation, by and on behalf of itself and each Affiliate of B |
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| July 2, 2015 |
Exhibit 10.10 BAXALTA INCORPORATED Non-Employee Director Compensation Plan (Effective July 1, 2015) Terms and Conditions 1. Purpose This Non-Employee Director Compensation Plan (the ?Plan?) is adopted by the Board of Directors (the ?Board?) of Baxalta Incorporated (?Baxalta?). This Plan is adopted pursuant to the Baxalta Incorporated 2015 Incentive Plan (the ?2015 Incentive Plan?), for the purpose |
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| July 2, 2015 |
Exhibit 10.4 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BAXTER INTERNATIONAL INC. AND BAXALTA INCORPORATED DATED AS OF JUNE 30, 2015 EMPLOYEE MATTERS AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 ARTICLE II GENERAL PRINCIPLES 10 Section 2.01 Allocation of Liabilities 10 Section 2.02 Employment with Baxalta 12 Section 2.03 Establishment of Baxalta Plans 13 Sec |
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| June 30, 2015 |
EX-4.1 3 d948407dex41.htm EX-4.1 Exhibit 4.1 BAXALTA INCORPORATED and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. (collectively, as Rights Agent) RIGHTS AGREEMENT Dated as of June 30, 2015 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 6 Section 3. Issuance of Rights Certificates 7 Section 4. Form of Rights Certificates 9 Section 5. Countersigna |
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| June 30, 2015 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BAXALTA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 47-1869689 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) One Baxter |
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| June 30, 2015 |
CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK BAXALTA INCORPORATED EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of BAXALTA INCORPORATED Pursuant to Section 151 of the General Corporation Law of the State of Delaware I, Robert Hombach, Chief Financial Officer of Baxalta Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions o |
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| June 29, 2015 |
EX-4.1 Exhibit 4.1 BAXALTA INCORPORATED AND SUBSIDIARIES INCENTIVE INVESTMENT PLAN (Effective as of May 1, 2015) BAXALTA INCORPORATED AND SUBSIDIARIES INCENTIVE INVESTMENT PLAN TABLE OF CONTENTS Article I INTRODUCTION 1 1.1. Baxalta Incorporated Spin-Off 1 1.2. The Plan 1 1.3. Supplements and Appendices 1 Article II DEFINITIONS 2 2.1 ?Accounting Date? 2 2.2 ?Accounts? or ?Account Balances? 2 2.3 ? |
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| June 29, 2015 |
S-8 As filed with the Securities and Exchange Commission on June 29, 2015 Registration No. |
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| June 29, 2015 |
S-8 As filed with the Securities and Exchange Commission on June 29, 2015 Registration No. |
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| June 29, 2015 |
EX-4.1 Exhibit 4.1 BAXALTA INCORPORATED AND SUBSIDIARIES DEFERRED COMPENSATION PLAN (Effective July 1, 2015) TABLE OF CONTENTS ARTICLE I ? PURPOSE, EFFECTIVE DATE, EMPLOYER 1 1.1 PURPOSE 1 1.2 EMPLOYER 1 1.3 FORMER PARTICIPANTS IN BAXTER PLAN 1 ARTICLE II ? DEFINITIONS 3 2.1 ACCOUNTS 3 2.2 BENEFIT COMMITTEE 3 2.3 BENEFICIARY 3 2.4 BONUS 3 2.5 BONUS DEFERRAL 3 2.6 CODE 3 2.7 COMPENSATION 3 2.8 COMP |
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| June 29, 2015 |
S-8 As filed with the Securities and Exchange Commission on June 29, 2015 Registration No. |
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| June 29, 2015 |
EX-4.1 Exhibit 4.1 BAXALTA INCORPORATED EMPLOYEE STOCK PURCHASE PLAN (Effective July 1, 2015) Baxalta Incorporated Employee Stock Purchase Plan TABLE OF CONTENTS Page Article I- Purpose 1 1.01. Purpose 1 Article II- Definitions 2 2.01. Base Pay 2 2.02. Committee 2 2.03. Conversion Rate 2 2.04. Eligible Employee 2 2.05. Enrollment Period 2 2.06. Offering Commencement Date 2 2.07. Offering 3 2.08. O |
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| June 29, 2015 |
BAXALTA INCORPORATED 2015 INCENTIVE PLAN SECTION 1 EX-4.1 Exhibit 4.1 BAXALTA INCORPORATED 2015 INCENTIVE PLAN SECTION 1 GENERAL 1.1 Purpose. Baxalta Incorporated, a Delaware corporation (?Baxalta?), has established the Baxalta Incorporated 2015 Incentive Plan (?Plan?) to increase shareholder value and to advance the interests of Baxalta and the Subsidiaries (collectively, the ?Company?) by providing a variety of economic incentives designed to mo |
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| June 29, 2015 |
S-8 As filed with the Securities and Exchange Commission on June 29, 2015 Registration No. |
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| June 23, 2015 |
EX-4.2 3 d945864dex42.htm EX-4.2 Exhibit 4.2 Execution Copy FLOATING RATE SENIOR NOTES DUE 2018 2.000% SENIOR NOTES DUE 2018 2.875% SENIOR NOTES DUE 2020 3.600% SENIOR NOTES DUE 2022 4.000% SENIOR NOTES DUE 2025 5.250% SENIOR NOTES DUE 2045 FIRST SUPPLEMENTAL INDENTURE between BAXALTA INCORPORATED, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of June 23, 2015 |
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| June 23, 2015 |
BAXALTA INCORPORATED 2015 INCENTIVE PLAN SECTION 1 EX-10.12 3 d945935dex1012.htm EX-10.12 Exhibit 10.12 BAXALTA INCORPORATED 2015 INCENTIVE PLAN SECTION 1 GENERAL 1.1 Purpose. Baxalta Incorporated, a Delaware corporation (“Baxalta”), has established the Baxalta Incorporated 2015 Incentive Plan (“Plan”) to increase shareholder value and to advance the interests of Baxalta and the Subsidiaries (collectively, the “Company”) by providing a variety of |
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| June 23, 2015 |
EX-4.4 Exhibit 4.4 Execution Copy REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated June 23, 2015 (this ?Agreement?) is entered into by and among Baxalta Incorporated, a Delaware corporation (the ?Company?), Baxter International Inc., a Delaware corporation (the ?Guarantor?), and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities |
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| June 23, 2015 |
EX-4.1 Exhibit 4.1 Execution Copy BAXALTA INCORPORATED as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of June 23, 2015 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE CROSS-REFERENCE TABLE1 TIA Section Indenture Section 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.09 (b) 7.09, 7.10(d) 311(a) 7.14 (b) |
