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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
July 31, 2025
Date of Report (Date of Earliest Event Reported)
Mallinckrodt plc
(Exact name of registrant as specified in its
charter)
| Ireland |
001-35803 |
98-1088325 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
College
Business & Technology Park, Cruiserath,
Blanchardstown, Dublin 15, Ireland
(Address of principal executive offices)
Registrant's
telephone number, including area code: +353 1 696
0000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ¨ | If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Introductory Note.
On July 31, 2025, pursuant to the Transaction Agreement, dated as
of March 13, 2025 (as amended on April 23, 2025) by and among Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”
or the “Company”), Endo, Inc., a Delaware corporation (which has been
converted into Endo LP, a Delaware limited partnership, “Endo”) and
Salvare Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Mallinckrodt (“Merger
Sub”) (the “Transaction Agreement”), Mallinckrodt acquired
Endo by means of the merger of Merger Sub with and into Endo, with Endo continuing as the surviving entity in the merger and a
wholly-owned subsidiary of Mallinckrodt (such merger, the “Merger”).
Prior to the completion of the Merger, the memorandum and articles of association of the Company were amended by means of a scheme
of arrangement (the “Scheme”) under the Companies Act 2014 of Ireland
(as amended) and certain other amendments that had been previously approved by the Company’s shareholders ( and together with
the Scheme and the Merger, the “Transactions”).
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 31, 2025, in connection with the consummation of the Transactions,
ST 2020, Inc. (“Parent”), a wholly owned subsidiary of Mallinckrodt, and MEH, Inc. (the “Borrower”),
a wholly owned subsidiary of Parent, entered into a credit agreement (the “New Credit Agreement”) with the lenders
named therein, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and OPY Credit Corp., as trading agent,
providing for $1,350,000,000 in aggregate principal amount of senior secured credit facilities (the “Facilities”),
comprising (i) a $1,200,000,000 senior secured term loan facility (the “Term Facility”) and (ii) a $150,000,000 senior
secured revolving credit facility (the “Revolving Facility”). The Borrower borrowed $1,200,000,000 under the Term Facility
on August 1, 2025. The Facilities mature on July 31, 2030, unless extended pursuant to the terms of the New Credit Agreement.
The Term Facility will amortize in quarterly installments as follows:
(i) commencing with the fiscal quarter ending December 31, 2025 through (and including) the fiscal quarter ending September 30, 2026,
0.625% of the initial aggregate principal amount of the Term Facility, (ii) from the last day of the fiscal quarter ending December 31,
2026 through (and including) the last day of the fiscal quarter ending September 30, 2027, 1.25% of the initial aggregate principal amount
of the Term Facility, (iii) from the last day of the fiscal quarter ending December 31, 2027 through (and including) the last day of the
fiscal quarter ending September 30, 2028, 1.875% of the initial aggregate principal amount of the Term Facility and (iv) from the last
day of the fiscal quarter ending December 31, 2028 through the maturity date of the Term Facility, 2.50% of the initial aggregate principal
amount of the Term Facility, with the balance payable on the maturity date of the Term Facility.
The proceeds of the Term Facility will be used (i) to consummate the
Transactions, including working capital and/or purchase price adjustments, to repay outstanding obligations under (x) that certain Credit
Agreement, dated as of November 14, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to
time prior to the date hereof, the “Existing Mallinckrodt Credit Agreement”), among, Mallinckrodt, as parent, Mallinckrodt
International Finance S.A. (“MIFSA”) and Mallinckrodt CB LLC (“MCB”), as borrowers, the lenders
referred to therein, Acquiom Agency Services LLC, as co-administrative agent and collateral agent, Seaport Loan Products LLC, as co-administrative
agent, and the other parties thereto, (y) the 14.75% First Lien Senior Secured Notes due 2028 (the “Existing Mallinckrodt Notes”)
issued pursuant to that certain Indenture, dated as of November 14, 2023 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time prior to the date hereof, the “Existing Mallinckrodt Indenture”), among MIFSA
and MCB, as issuers, the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee, and Acquiom Agency Services LLC,
as collateral agent, and (z) (1) the ABL Credit Agreement, dated as of June 16, 2022 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time prior to the date hereof, the “ABL Credit Agreement”), among ST US AR Finance
LLC, as borrower, the lenders and L/C issuers from time to time party thereto and Barclays Bank plc, as agent and (2) the Purchase and
Sale Agreement, dated as of June 16, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to
time prior to the date hereof, the “Purchase and Sale Agreement” and, together with the ABL Credit Agreement, the
“Existing ABL Facility”), among ST US AR Finance LLC, as buyer, the Borrower, as servicer, and certain subsidiaries
of Mallinckrodt as originators, and to pay fees and expenses incurred in connection with the Transactions (the “Transaction
Expenses”) and (ii) for general corporate purposes. The proceeds of the Revolving Facility will be used for the payment of
Transaction Expenses and for general corporate purposes.
The New Credit Agreement contains customary covenants applicable
to Parent and its subsidiaries (including the Borrower), including covenants governing: incurrence of liens, incurrence of
indebtedness, fundamental changes, asset sales, restricted payments and investments, transactions with affiliates, burdensome
agreements, modification of terms of restricted junior indebtedness, changes in nature of business and accounting changes.
Additionally, in the event the aggregate outstanding revolving credit exposure under the Revolving Facility exceeds 40% of the
aggregate revolving commitments then in effect, Parent and the Borrower will be required to comply with a maximum first lien net
leverage ratio commencing with the test period ending December 31, 2025 not to exceed (i) on or prior to March 31, 2027, 4.00 to
1.00, (ii) after March 31, 2027 and on or prior to March 31, 2028, 3.25 to 1.00 and (iii) thereafter, 2.50 to 1.00. The New Credit
Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants
and breach of representations. Borrowings under the Facilities will be made in U.S. dollars and bear interest at rates per annum,
determined, at the Borrower’s option, by reference to (i) for base rate loans, the applicable base rate (subject to a 2.00%
floor) plus 600 basis points, and (ii) for SOFR loans, the applicable Term SOFR (as defined in the New Credit Agreement) (subject to
a 2.00% floor) plus 700 basis points. The Borrower is also required to pay quarterly in arrears an undrawn commitment fee on the
Revolving Facility of 25 basis points.
The obligations under the New Credit Agreement are guaranteed by Parent
and certain subsidiaries of the Borrower from time to time, and secured by a lien on substantially all the assets (with certain exceptions)
of the Borrower and the guarantors in accordance with the terms of the New Credit Agreement and the related security documents.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the full text of the New Credit Agreement, a copy of which will be filed with the U.S. Securities and
Exchange Commission (the “SEC”).
| Item 1.02 | Termination of a Material Definitive Agreement. |
On August 1, 2025, in connection with the consummation of the Transactions,
Mallinckrodt and its subsidiaries prepaid in full approximately $385.5 million in outstanding aggregate principal amount of “second
out” term loans, constituting all of the remaining indebtedness outstanding under the Existing Mallinckrodt Credit Agreement, together
with accrued and unpaid interest thereon, as well as a payment of approximately $10.6 million in required makewhole premium.
Also in connection with the consummation of the Transactions, on August
1, 2025, (x) Mallinckrodt and its subsidiaries redeemed in full approximately $477.2 million in outstanding principal amount of Existing
Mallinckrodt Notes, constituting all of the Existing Mallinckrodt Notes outstanding under the Existing Mallinckrodt Indenture, for a redemption
price equal to such outstanding principal amount, accrued and unpaid interest thereon and approximately $13.7 million in required makewhole
premium and (y) all amounts outstanding under the Existing ABL Facility were repaid.
As a result of such prepayment, redemption and repayment, the Existing Mallinckrodt
Credit Agreement and the Existing ABL Facility were terminated, the Existing Mallinckrodt Indenture was discharged and all guarantees
of, and liens securing, the obligations thereunder were released.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note is hereby incorporated
by reference into this Item 2.01.
On July 31,
2025, pursuant to the terms of the Transaction Agreement, at the effective time of the Merger (the “Merger Effective Time”),
each share of common stock, par value $0.001 per share, of Endo (the “Endo common stock”) issued and outstanding as
of immediately prior to the Merger Effective Time, other than the shares of Endo common stock owned by Endo, any Endo subsidiary, Mallinckrodt,
Merger Sub or any of their respective subsidiaries, was cancelled and converted into the right to receive approximately $1.31 in cash
(the “Per Share Cash Consideration”) and 0.2575 of a Mallinckrodt ordinary share (the “Per Share Stock Consideration,”),
without interest and subject to applicable withholding. Former holders of Endo common stock will receive cash in lieu of any fractional
Mallinckrodt ordinary shares they would otherwise have been entitled to receive. The issuance of Mallinckrodt ordinary shares in connection
with the Transactions was registered under the Securities Act of 1933, as amended (“Securities Act”), pursuant to the
Registration Statement (as defined below).
In addition, pursuant to the Transaction Agreement, at the Merger Effective
Time:
(i) each outstanding restricted stock
unit award in respect of Endo common stock that was subject only to time-based vesting requirements (an “Endo
RSU Award”) and that was held by an employee of Endo or a subsidiary of Endo, was assumed by Mallinckrodt and converted
into a restricted stock unit award in respect of a number of Mallinckrodt ordinary shares (a “Mallinckrodt
RSU Award”), equal to (i) the total number of shares of Endo common stock underlying such Endo RSU Award as of
immediately prior to the Merger Effective Time multiplied by (ii) the sum of (x) the Per Share Stock Consideration plus (y) the
quotient obtained by dividing the Per Share Cash Consideration by a measure of the price per share of Mallinckrodt ordinary shares
as specified in the Transaction Agreement (referred to as the “Mallinckrodt Per Share
Price”). Each Mallinckrodt RSU Award will continue to have, and will continue to be subject to, the same terms and
conditions (including vesting schedules) that applied to the corresponding Endo RSU Award as of immediately prior to the Merger
Effective Time, except that such Mallinckrodt RSU Award will be accelerated upon certain terminations of employment, as described
below;
(ii) each outstanding Endo RSU Award that was
held by a non-employee director of Endo became fully vested and all rights in respect of such Endo RSU Award were canceled and automatically
converted into the right of the holder to receive an amount in cash equal to the product of (i) the number of shares of Endo common stock
underlying such Endo RSU Award multiplied by (ii) the sum of (x) the Mallinckrodt Per Share Price multiplied by the Per Share
Stock Consideration plus (y) the Per Share Cash Consideration; provided, however, that for this purpose, Mr. Hirsch will be treated as
a non-employee director;
(iii) each outstanding restricted stock unit
award in respect of Endo common stock that was subject, in whole or in part, to performance-based vesting conditions (an
“Endo PSU Award”) was assumed by Mallinckrodt and converted into a
Mallinckrodt RSU Award in respect of a number of Mallinckrodt ordinary shares equal to the product of (i) the total number of shares
of Endo common stock underlying such Endo PSU Award as of immediately prior to the Merger Effective Time (assuming performance goals
are achieved at the target level), multiplied by (ii) the sum of (x) the Per Share Stock Consideration plus (y) the quotient
obtained by dividing the Per Share Cash Consideration by the Mallinckrodt Per Share Price. Each such Mallinckrodt RSU Award will
continue to have, and will continue to be subject to, the same terms and conditions (including vesting) as applied to the
corresponding Endo PSU Award as of immediately prior to the Merger Effective Time, except that such Mallinckrodt RSU Award will be
accelerated upon certain terminations of employment, as described below; and
(iv) each outstanding long-term cash award
granted by Endo which was subject to time-based vesting requirements and/or performance-based vesting requirements (an “Endo
Cash LTI Award”) was assumed by Mallinckrodt and converted into a long-term cash award granted by Mallinckrodt (a
“Mallinckrodt Cash LTI Award”). Each such Mallinckrodt Cash LTI Award
will be subject to the same terms and conditions (including vesting) as applied to the corresponding Endo Cash LTI Award as of
immediately prior to the Merger Effective Time; provided that, any performance goals that applied to the Endo Cash LTI Award were
assumed to have been earned at the target level as of immediately prior to the Merger Effective Time and such Mallinckrodt Cash LTI
Award will be accelerated upon certain terminations of employment, as described below. The Mallinckrodt RSU Awards and Mallinckrodt
Cash LTI Awards issued in replacement of Endo RSU Awards, Endo PSU Awards and Endo Cash LTI Awards, as applicable, are referred to
as “Replacement Awards.”
If the holder of any Replacement Award experiences a termination of
employment (i) by Mallinckrodt or any subsidiary of Mallinckrodt without “cause” (as defined in the Endo, Inc. 2024 Stock
Incentive Plan) or (ii) by the holder for “good reason” (to the extent such holder has an employment agreement that provides
for severance benefits upon a resignation for “good reason,” and in such case as defined in such employment agreement), in
either case, during the 24-month period following the Merger Effective Time, such Replacement Award will become fully vested at the time
of such termination.
The foregoing descriptions do not purport to be complete and are qualified
in their entirety by reference to the full text of the Transaction Agreement, a copy of which is included hereto as Exhibit 2.1 and is
incorporated herein by reference. A summary of the principal terms of the Transaction Agreement is set forth in the section entitled “The Transaction Agreement” contained in Mallinckrodt’s registration statement on Form S-4 (file number 333-286694), declared effective
by the SEC on May 8, 2025 (the “Registration Statement”), which summary is incorporated herein by reference.
| Item 2.02 | Results of Operations and Financial Condition. |
Exhibit 99.4 to this Current Report on Form 8-K, which is hereby incorporated
by reference into this Item 2.02, contains certain preliminary financial information regarding the Company’s and Endo’s financial
performance during the second quarter of fiscal year 2025. As further described below in Item 7.01 of this Current Report on Form 8-K,
Exhibit 99.4 to this Current Report on Form 8-K is being furnished, in part, to satisfy the Company’s public disclosure obligations
under confidentiality agreements with certain potential lenders.
The information included in this Item 2.02, including Exhibit 99.4,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth in Item 1.01 with respect to the New Credit
Agreement is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation
of Mallinckrodt.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth in Item 1.02 is hereby incorporated by
reference into this Item 2.04. The information set forth under the heading “Successor
Indebtedness” in Note 14 to the Consolidated Financial Statements included in the Company’s Annual Report on Form
10-K for the fiscal year ended December 27, 2024 filed on March 13, 2025 is hereby incorporated by reference into this Item 2.04
insofar as it relates to the Existing Mallinckrodt Credit Agreement, Existing Mallinckrodt Notes and the Existing ABL Facility.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
The information set forth in the Introductory Note is hereby incorporated
by reference into this Item 3.03.
On July 31, 2025, the Company adopted its amended and restated memorandum
and articles of association (as amended, the “Amended Constitution”).
A summary of the principal terms of the Amended Constitution is set
forth in the sections entitled “The Mallinckrodt EGM Proposals — Resolutions 5(A)-(I): Approval of the New Articles of Association” and “Description of Mallinckrodt’s Ordinary Shares” contained in the Registration Statement,
which summaries are incorporated herein by reference.
The Amended Constitution is filed as Exhibit 3.1 hereto and is incorporated
herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Board of Directors and Committees of the Company
Departure of Directors
In connection with the consummation of the Transactions, on July 31,
2025, effective as of immediately following the Merger Effective Time, Abbas Hussain, David Stetson and Wesley Wheeler resigned as members
of Mallinckrodt’s board of directors (the “Board of Directors”). At the time of their resignations, Mr. Hussain
served on the Human Resources and Compensation Committee (Chair) and the Governance and Compliance Committee; Mr. Stetson served on the
Governance and Compliance Committee (Chair) and the Transaction Review Committee; and Mr. Wheeler served on the Audit Committee and the
Governance and Compliance Committee.
None of the directors resigned as a result of any disagreement with
Mallinckrodt on any matter relating to its operations, policies or practices.
Appointment of Directors
The Transaction Agreement requires the post-completion Board of Directors
to consist of nine directors, including (i) four individuals who are members of the Board of Directors as of immediately prior to the
Merger Effective Time (the “Mallinckrodt Selected Directors”), (ii) four individuals who are members of the Endo board
of directors as of immediately prior to the Merger Effective Time (the “Endo Selected Directors”), and (iii) one individual
selected prior to the completion by a majority of the persons designated to be Endo Selected Directors or Mallinckrodt Selected Directors
to become a member of the post-completion Board of Directors (the “jointly selected director”).
In connection with the consummation of the Transactions and in
accordance with the provisions of the Transaction Agreement, each of the following individuals were appointed to serve on the Board
of Directors, effective as of immediately following the Merger Effective Time on July 31, 2025, as Endo Selected Directors until
the next annual general meeting of the Company:
Paul Efron, Chair of the Board of Directors, age 70, had been
a director of Endo since April 2024 until the consummation of the Transactions. Mr. Efron is a private investor and former Executive Chairman
of Oodles Energy, Inc., which installs and operates fast DC chargers in apartments and hotels. He served in that role since he co-founded
the company in December 2020 until December 2024. From 1984 to 2022, Mr. Efron worked in a variety of capacities at Goldman Sachs &
Company. He was elected General Partner of the firm in 1998. He ran a variety of businesses for the firm, including Debt Capital Markets
in London, New Product Development for the Investment Banking Division, and Leveraged Finance. Mr. Efron served for 20 years on the Firmwide
Capital Committee, which reviewed the firm’s underwriting and fixed income capital commitments. Mr. Efron has served on the board
of directors of seven private companies and was the Chairman of the Board of Trustees of his Alma Mater, Pomona College. Mr. Efron was
selected to serve on Mallinckrodt’s Board of Directors based on his extensive leadership and management experience and his extensive
capital markets experience.
Scott Hirsch, age 48, had been a director of Endo since April
2024, and interim CEO of Endo since August 2024 until the consummation of the Transactions. Mr. Hirsch has over 20 years of experience
in healthcare operations, investment management and financial services. He has served as an executive operator and board member for privately
held companies within Blackstone, Bain Capital and Lauder Partner portfolios. Mr. Hirsch was formerly the CEO of Solta Medical, where
he led the business growth, investment cycle and global infrastructure development for a healthcare company operating in over 50 countries.
Prior to Solta, Mr. Hirsch was the President of the Ortho Dermatologics and OraPharma business segments and the Chief Business Officer
of Bausch Health/Bausch & Lomb. In those roles, he had responsibility for operational performance, capital allocation, strategic planning,
M&A and investor communications. He additionally held the role of President of the Bausch Foundation and Patient Access with oversight
of government affairs, product donation and charitable giving. Prior to Bausch, Mr. Hirsch was a Portfolio Manager at Citadel’s
Surveyor Capital fund overseeing investment and risk management decisions for a healthcare portfolio. Mr. Hirsch started on Wall Street
in the investment banking group of Credit Suisse, where he was recognized by Institutional Investor magazine as a top Equity Research
Analyst covering Specialty Pharmaceuticals, Biotechnology and Global Generics companies. Mr. Hirsch began his career as a venture capital
operator in product development, sales and marketing roles at J.P. Morgan Partners and Morgan Stanley Ventures portfolio companies including
Medsite, a healthcare technology company that was acquired by WebMD. Mr. Hirsch holds an M.B.A. in Healthcare Management and Finance from
The Wharton School and B.F.A. with honors from The Rhode Island School of Design. Mr. Hirsch was selected to serve on Mallinckrodt’s
Board of Directors based on his extensive leadership and management experience in the healthcare industry.
Sophia Langlois, age 56, had been a director of Endo since April
2024 until the consummation of the Transactions. Ms. Langlois is presently a board member, compensation committee member and Chair of
the audit committee for Alaris Equity Partners and also a board member, Chair of the corporate governance and nomination committee and
audit committee member of Pason Systems, Inc. Ms. Langlois was formerly a board member at Essential Energy Services and Loop Energy Inc.
where she chaired both audit committees. She has been involved with numerous not-for-profit organizations and is presently Vice-chair
of the board of Telus Spark Science Centre. As a public company audit partner with KPMG LLP in Calgary (2006 to 2020), she served domestic,
cross-border and international companies across numerous industry sectors. She also led the Corporate Services group for KPMG Calgary
and was the KPMG National Audit Partner in charge of People Strategy for three years. She received her Bachelor of Commerce degree from
the University of Calgary, holds a Chartered Professional Accountant designation and is a member of the Human Resources Institute of Alberta.
Ms. Langlois has been granted an ICD.D designation by the Institute of Corporate Directors. Ms. Langlois was selected to serve on Mallinckrodt’s
Board of Directors based on her extensive management experience and her experience serving as a director and audit committee member for
various public and private companies.
Marc Yoskowitz, age 50, had been a director of Endo since April
2024 until the consummation of the Transactions. Mr. Yoskowitz serves as Chief Executive Officer of Evozyne, Inc., a venture capital backed
biotech designing novel proteins leveraging generative AI. He has served as a member of the board of directors at Mereo BioPharma since
2022 where he is a member of the R&D Committee. Previously he served as EVP and Chief Strategy Officer, Life Sciences at Tempus AI,
Inc. Prior to Tempus, Mr. Yoskowitz was Chief Business Officer, Pfizer Essential Health, leading a range of corporate initiatives within
the Pfizer portfolio. Prior to Pfizer, he served as SVP, Strategy and Corporate Development at Hospira and was a member of the Executive
Committee. Earlier in his career, Mr. Yoskowitz led business development at a specialty pharmaceutical company, spent eight years at McKinsey
& Company where he was an Associate Principal, and began his career as an M&A lawyer at Davis, Polk & Wardwell in New York.
Mr. Yoskowitz received a bachelor’s degree magna cum laude from Washington University in St. Louis and holds a J.D. from Columbia
University School of Law. Mr. Yoskowitz was selected to serve on Mallinckrodt’s Board of Directors based on his extensive leadership
and management experience in the pharmaceutical industry.
In connection with the consummation of the Transactions and in accordance
with the provisions of the Transaction Agreement, Leslie Donato was appointed to serve on the Board of Directors as the jointly selected
director, effective on July 31, 2025 as of immediately following the Merger Effective Time, until the next annual general meeting of the
Company.
Leslie Donato, age 56, served as Executive Vice President and
Chief Strategy Officer of Cencora, Inc., a pharmaceutical company from 2019 to 2024. Prior to joining Cencora, she held various leadership
roles at Bayer Pharmaceuticals from May 2009 to May 2019, including Vice President of Strategy, Pharmaceuticals Division, Vice President
of Strategy, Bayer Healthcare US, and Vice President & General Manager of Neurology & Hematology. She also worked for McKinsey
& Company where she was a Partner in the Healthcare Practice. Ms. Donato currently serves on the board of Copilot, a privately held
IT services provider, since 2025, and on the Board of Trustees of Virtua Health System, a nonprofit healthcare system, since 2022. She
previously served on the board of One Oncology, a network of oncology practices, from 2023 to 2024, and Edmund Optics, a global optical
solutions provider, from 2019 to 2022. Ms. Donato earned a Bachelor of Arts degree with distinction from Swarthmore College and a Master
of Business Administration from the Wharton School of the University of Pennsylvania.
Effective as of immediately following the Merger Effective Time, Paul
Efron was appointed Chair of the Board of Directors, and the committees of the Board of Directors were constituted as listed below:
| Audit Committee: |
|
Sophia Langlois (Chair)
Katina Dorton
Jon Zinman
|
| Governance and Compliance Committee: |
|
Paul Bisaro (Chair)
Paul Efron
Marc Yoskowitz
|
| Human Resources and Compensation Committee: |
|
Katina Dorton (Chair)
Leslie Donato
Marc Yoskowitz
|
The amended and restated charters of the Audit Committee, the Human
Resources and Compensation Committee and the Governance and Compliance Committee were adopted effective upon consummation of the Transaction,
principally to reflect the Amended Constitution. Copies of the charters of each of the committees is available on the Mallinckrodt website
at ir.mallinckrodt.com/corporate-governance.
Effective immediately upon the Merger Effective Time, the Transaction
Review Committee was dissolved.
There are no arrangements or understandings between any director named
herein and any other person pursuant to which such director was selected as a director, other than the provisions of the Transaction Agreement
relating to the appointment of directors. Other than as described below in the section entitled “Scott Hirsch Consulting Agreement,”
none of the directors named herein has a direct or indirect material interest in any related party transaction required to be disclosed
under Item 404(a) of Regulation S-K. The Board will consider and adopt a new non-employee director compensation program at a later date
In connection with the appointment of the new directors of the Board,
Mallinckrodt and each of the new directors will enter into customary indemnification arrangements, forms of which are filed as Exhibits
10.1 and 10.2 hereto and are incorporated herein by reference.
Endo Stock Incentive Plan
In connection
with consummation of the Transactions, Mallinckrodt assumed the Endo, Inc. 2024 Stock Incentive Plan (the “Endo Plan”).
A brief description of the terms and conditions of the Endo Plan is set forth in the section entitled “2024 Stock Incentive Plan”
of Endo’s registration statement on Form S-1/A (file number 333-280767), declared effective by the SEC on July 31, 2024.
The information set forth in Item 2.01 with respect to the Replacement
Awards is hereby incorporated by reference into this Item 5.02 insofar as it relates to Mallinckrodt’s assumption of the Endo Plan.
The Company will not grant any new equity awards pursuant to the Endo Plan in the future.
The foregoing description of the Endo Plan is qualified in its entirety
by reference to the Endo Plan, which is included as Exhibit 10.3 hereto and is incorporated herein by reference.
Scott Hirsch Consulting Agreement
On July 29,
2025, Endo entered into a Noncompetition and Consulting Agreement (the “Consulting Agreement”) with Mr. Hirsch, which
amended the Employment Agreement between Endo and Mr. Hirsch dated August 26, 2024 (as amended on January 6, 2025, the “Employment
Agreement”) and modified the Transition Letter entered into between Endo and Mr. Hirsch on March 13, 2025 in connection with
the signing of the Transaction Agreement. As a result of and upon the consummation of the Transactions, the Company assumed Endo’s
obligations with respect to the Consulting Agreement. Pursuant to the terms of the Consulting Agreement, Mr. Hirsch will no longer serve
as the interim Chief Executive Officer of Endo, but will continue to be employed as a senior advisor to the Company in a full-time capacity
through the date that is 60 days after the later of the Merger Effective Time or August 15, 2025 (the “Transition Period”).
During the Transition Period, Mr. Hirsch will continue to receive the same compensation and benefits as provided for under his Employment
Agreement, which includes a monthly base salary of $750,000. Following the Transition Period, Mr. Hirsch’s employment will terminate,
and the Company will engage Mr. Hirsch as a consultant to provide transitional services for a period of six months following the Transition
Period. Notwithstanding Mr. Hirsch’s termination of employment or anything to the contrary in that certain Retention Bonus Letter dated
as of April 3, 2025, by and between Mr. Hirsch and Endo (the “Retention Bonus Letter”), the Second Payment Amount
(as defined in the Retention Bonus Letter) will vest and be paid to Mr. Hirsch in accordance with the terms and conditions set forth
in the Retention Bonus Letter, as if his employment with Endo had not terminated.
Pursuant to the terms of the Consulting Agreement, Mr. Hirsch will
receive (i) $750,000 per month for a period of 12 months following the Transition Period, for a total of $9,000,000, and (ii) contingent
upon his making a valid election to continue group health benefits in accordance with COBRA, payment of the full premium under COBRA for
him and his dependents for 12 months following the end of the Transition Period, subject to his signing and not revoking a release of
claims against the Company and his compliance with certain non-competition obligations commencing as of the Merger Effective Time and
continuing for 12 months after the end of the Transition Period.
Other
Effective upon the consummation of the Transactions, the Company transitioned
executive responsibility for human resources and people-related matters to a new Chief Human Resources Officer. These responsibilities
were previously part of the broad scope of responsibilities of Henriette Nielsen, who continues to serve as the Company’s Executive
Vice President and Chief Transformation Officer and will increasingly focus on merger-related integration activities.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory Note and Item 3.03 is
hereby incorporated by reference into this Item 5.03.
| Item 7.01 | Regulation FD Disclosure. |
On August 1, 2025, the Company issued a press release announcing the
consummation of the Transactions. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Certain potential lenders have entered into confidentiality agreements
with the Company. Pursuant to the confidentiality agreements, the Company has agreed to disclose publicly certain information provided
by the Company and its representatives to these potential lenders. The disclosure materials, which are included as Exhibits 99.2, 99.3,
and 99.4 hereto and are incorporated herein by reference, are being furnished, in part, to satisfy the Company’s public disclosure
obligations pursuant to the confidentiality agreements.
The information included in this Item 7.01, including and Exhibits
99.1, 99.2, 99.3, and 99.4, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Amended & Restated Registration Rights Agreement
In connection with voting on the Merger, Mallinckrodt shareholders
voted to approve an Amended and Restated Registration Rights Agreement (“Amended and Restated Registration Rights Agreement”),
to be entered into and effective upon the occurrence of a Mallinckrodt IPO (as defined below). A “Mallinckrodt IPO” means
(A) an initial underwritten offering of the Mallinckrodt ordinary shares (or any other equity interests of any successor to Mallinckrodt
formed for the purpose of facilitating an IPO of Mallinckrodt) pursuant to an effective registration statement filed under the Securities
Act (other than a registration (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an
offering or sale to employees or directors of Mallinckrodt pursuant to any employee stock plan or other employee benefit arrangement);
(ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under
the Securities Act or any successor rule thereto); or (iii) in connection with any dividend or distribution reinvestment or
similar plan) or (B) a “direct listing”, following which Mallinckrodt ordinary shares are listed on a national securities
exchange in the United States.
A copy of the Amended and Restated Registration Rights Agreement is
attached hereto as Exhibit 99.5 and is incorporated herein by reference.
A summary of the principal terms of the Amended and Restated Registration
Rights Agreement is set forth in the sections entitled “The Mallinckrodt EGM Proposals — Resolution 8: Approval of the Amended and Restated Registration Rights Agreement” contained in the Registration Statement, which summary is incorporated herein
by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Financial statements, to the extent required by this Item 9.01, will
be filed by amendment to this Current Report on Form 8-K within seventy-one (71) calendar days from the date that this Current Report
on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information, to the extent required by this Item
9.01, will be filed by amendment to this Current Report on Form 8-K within seventy-one (71) calendar days from the date that this Current
Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 2.1* |
|
Transaction Agreement, dated as of March 13, 2025, by and among Mallinckrodt plc, Salvare Merger Sub LLC and Endo, Inc. (incorporated by reference to Annex B to Mallinckrodt plc’s registration statement on Form S-4, as filed with the SEC on May 8, 2025) |
| 2.2 |
|
Amendment to the Transaction Agreement, dated as of April 23, 2025, by and among Mallinckrodt plc, Salvare Merger Sub LLC and Endo, Inc. (incorporated by reference to Annex C to Mallinckrodt plc’s registration statement on Form S-4, as filed with the SEC on May 8, 2025) |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of Mallinckrodt plc. |
| 10.1 |
|
Form of Deed of Indemnification by and between Mallinckrodt plc and Directors and Secretary. |
| 10.2 |
|
Form of Indemnification Agreement by and between Sucampo Pharmaceuticals LLC and Directors and Secretary. |
| 10.3† |
|
Endo, Inc. 2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Endo, Inc.’s Registration Statement on Form S-1/A, as filed with the SEC on July 26, 2024) |
| 99.1** |
|
Press Release, dated August 1, 2025. |
| 99.2** |
|
Lender Presentation, dated June 20, 2025. |
| 99.3** |
|
Financial Due Diligence Report, dated July 2, 2025. |
| 99.4** |
|
Certain Preliminary Financial Results, as of July 10, 2025. |
| 99.5 |
|
Amended & Restated Registration Rights Agreement, to be entered into by and among the Company
and the certain holders identified therein. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Compensation plans
or arrangements.
* Schedules have been omitted
pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon request.
** Furnished herewith.
Information Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K (including, for the avoidance
of doubt, in the exhibits hereto) that are not strictly historical may be “forward-looking” statements within the meaning
of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.
There are a number of important factors that could cause actual events
to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any
such forward-looking statements. These factors include risks and uncertainties related to, among other things:
(i) transaction-related
risks, including the Mallinckrodt’s ability to successfully integrate Mallinckrodt’s business and Endo’s business and
unanticipated costs of such integration, which may result in the combined company not operating as effectively and efficiently as expected;
uncertainties related to a future separation of the combined generics pharmaceuticals businesses of Mallinckrodt and Endo and Endo’s
sterile injectables business; the risk that the expected benefits and synergies of the transactions may not be fully realized in a timely
manner, or at all; unanticipated difficulties, liabilities or expenditures relating to the business combination transaction; the effect
of the completion of the business combination transaction on Mallinckrodt’s and Endo’s business relationships and business
operations generally; the effect of the completion of the business combination transaction on the long-term value of Mallinckrodt’s
ordinary shares; risks that the business combination transaction may disrupt plans and operations of Mallinckrodt and Endo and their respective
management teams and potential difficulties in hiring, retaining and motivating employees as a result of the transaction; risks related
to our increased indebtedness as a result of the business combination transaction; significant transaction costs related to the business
combination transaction; and potential litigation relating to the business combination transaction that could be instituted against Mallinckrodt,
Endo or their respective officers or directors;
(ii) risks
related to Mallinckrodt’s business, including potential changes in Mallinckrodt’s business strategy and performance;
exposure to global economic conditions and market uncertainty; the exercise of contingent value rights by the Opioid Master
Disbursement Trust II; governmental investigations and inquiries, regulatory actions, and lawsuits, in each case related to
Mallinckrodt or its officers; Mallinckrodt’s contractual and court-ordered compliance obligations that, if violated, could
result in penalties; compliance with and restrictions under the global settlement to resolve all opioid-related claims; matters
related to Acthar Gel, including the settlement with governmental parties to resolve certain disputes and compliance with and
restrictions under the related corporate integrity agreement; the ability to maintain relationships with Mallinckrodt’s
suppliers, customers, employees and other third parties following the emergence from the 2023 bankruptcy proceedings; scrutiny from
governments, legislative bodies and enforcement agencies related to sales, marketing and pricing practices; pricing pressure on
certain of Mallinckrodt’s products due to legal changes or changes in insurers’ or other payers’ reimbursement
practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; the reimbursement practices of
governmental health administration authorities, private health coverage insurers and other third-party payers; complex reporting and
payment obligations under the Medicare and Medicaid rebate programs and other governmental purchasing and rebate programs; cost
containment efforts of customers, purchasing groups, third-party payers and governmental organizations; changes in or failure to
comply with relevant laws and regulations; any undesirable side effects caused by Mallinckrodt’s approved and investigational
products, which could limit their commercial profile or result in other negative consequences; Mallinckrodt’s and its
partners’ ability to successfully develop, commercialize or launch new products or expand commercial opportunities of existing
products, including Acthar Gel (repository corticotropin injection) SelfJect™ and the INOmax Evolve DS delivery system;
Mallinckrodt’s ability to successfully identify or discover additional products or product candidates; Mallinckrodt’s
ability to navigate price fluctuations and pressures, including the ability to achieve anticipated benefits of price increases of
its products; competition; Mallinckrodt’s ability to protect intellectual property rights, including in relation to ongoing
and future litigation; limited clinical trial data for Acthar Gel; the timing, expense and uncertainty associated with clinical
studies and related regulatory processes; product liability losses and other litigation liability; material health, safety and
environmental laws and related liabilities; business development activities or other strategic transactions; attraction and
retention of key personnel; the effectiveness of information technology infrastructure, including risks of external attacks or
failures; customer concentration; Mallinckrodt’s reliance on certain individual products that are material to its financial
performance; Mallinckrodt’s ability to receive sufficient procurement and production quotas granted by the U.S. Drug
Enforcement Administration; complex manufacturing processes; reliance on third-party manufacturers and supply chain providers and
related market disruptions; conducting business internationally; Mallinckrodt’s significant levels of intangible assets and
related impairment testing; natural disasters or other catastrophic events; Mallinckrodt’s substantial indebtedness and
settlement obligation, its ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to
incur further indebtedness; restrictions contained in the agreements governing Mallinckrodt’s indebtedness and settlement
obligation on Mallinckrodt’s operations, future financings and use of proceeds; Mallinckrodt’s variable rate
indebtedness; Mallinckrodt’s tax treatment by the Internal Revenue Service under Section 7874 and Section 382 of the Internal
Revenue Code of 1986, as amended; future changes to applicable tax laws or the impact of disputes with governmental tax authorities;
the impact of Irish laws; the impact on the holders of Mallinckrodt’s ordinary shares if Mallinckrodt were to cease to be a
reporting company in the United States; the comparability of Mallinckrodt’s post-emergence financial results and the
projections filed with the Bankruptcy Court; and the lack of comparability of Mallinckrodt’s historical financial statements
and information contained in its financial statements after the adoption of fresh-start accounting following emergence from the 2023
bankruptcy proceedings; and
(iii) risks
related to Endo’s business, including future capital expenditures, expenses, revenues, economic performance, financial conditions,
market growth and future prospects; Endo changes in competitive, market or regulatory conditions; changes in legislation or regulations;
global political changes, including those related to the new U.S. presidential administration; Endo’s use of artificial intelligence
and data science; the ability to obtain and maintain adequate protection for intellectual property rights; the impacts of competition
such as those related to XIAFLEX®; the timing and uncertainty of the results of both the research and development and regulatory processes;
health care and cost containment reforms, including government pricing, tax and reimbursement policies; litigation; the performance including
the approval, introduction and consumer and physician acceptance of current and new products; the performance of third parties upon whom
Endo relies for goods and services; issues associated with Endo’s supply chain; Endo’s ability to develop and expand its product
pipeline and to launch new products and to continue to develop the market for XIAFLEX® and other branded, sterile injectable or generic
products; the effectiveness of advertising and other promotional campaigns; and the timely and successful implementation of business development
opportunities and/or any other strategic priorities.
The Registration Statement on Form S-4 filed with the SEC in connection
with business combination transaction describes additional risks in connection with the transaction. While the list of factors presented
here is, and the list of factors presented in the Registration Statement on Form S-4 are, considered representative, no such list should
be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that
could cause actual results to differ materially from those described in the forward-looking statements, please refer to Mallinckrodt’s
most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC, which are available
from the SEC’s website (www.sec.gov) and Mallinckrodt’s website (www.mallinckrodt.com) and Endo’s most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are available from the SEC’s
website (www.sec.gov) and Endo’s website (www.endo.com). There may be other risks and uncertainties that we are unable to predict
at this time or that we currently do not expect to have a material adverse effect on our business.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
MALLINCKRODT PLC |
| |
|
| Date: August 1, 2025 |
By: |
/s/ Mark Tyndall |
| |
Name: |
Mark Tyndall |
| |
Title: |
Executive Vice President and Chief Legal Officer & Corporate Secretary |
Exhibit 3.1
Companies Act 2014
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM and ARTICLES OF ASSOCIATION
of
MALLINCKRODT PUBLIC LIMITED COMPANY
(as amended by Special Resolution passed on 13
June 2025 with effect from 31 July 2025)
DUBLIN
Cert. No.: 522227
Companies Act 2014
A PUBLIC COMPANY LIMITED BY SHARES
CONSTITUTION
of
MALLINCKRODT PUBLIC LIMITED COMPANY
MEMORANDUM OF ASSOCIATION
| 1. | The name of the Company is Mallinckrodt public limited company. |
| 2. | The Company is a public limited company for the purposes of Part 17 of the Companies Act 2014 (the “Act”). |
| 3. | The objects for which the Company is established are: |
| 3.1 | (a) |
To carry on the business of a healthcare services development company operating in the healthcare field, and to design, manufacture,
produce, supply and provide generic and branded pharmaceuticals, contrast media, radiopharmaceuticals, active pharmaceutical ingredients
and dosage pharmaceuticals and other devices or products of a surgical, pharmaceutical, diagnostic, medical imaging or medical character
necessary or suitable for the proper treatment of sick or injured persons or patients and to carry on business as merchants of and dealers
in all supplies required for use in the treatment and care of the sick and injured and to do all things usually dealt in by persons carrying
on the above mentioned businesses or any of them or likely to be required in connection with any of the said businesses. |
| (b) | To carry on the business of a holding company and to co-ordinate the administration, finances and activities
of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying
on the business of such a holding company and in particular to carry on in all its branches the business of a management services company,
to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company
or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s board
of directors and to exercise its powers as a shareholder of other companies. |
| (c) | To acquire the entire issued share capital of Mallinckrodt International Finance S.A., a Luxembourg registered
company and Mallinckrodt Belgium BVBA, a Belgian registered company. |
| 3.2 | To acquire shares, stocks, debentures, debenture stock, bonds, obligations and securities by original
subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise, and to guarantee
the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof. |
| 3.3 | To facilitate and encourage the creation, issue or conversion of and to offer for public subscription
debentures, debenture stocks, bonds, obligations, shares, stocks, and securities and to act as trustees in connection with any such securities
and to take part in the conversion of business concerns and undertakings into companies. |
| 3.4 | To purchase or by any other means acquire any freehold, leasehold or other property and in particular
lands, tenements and hereditaments of any tenure, whether subject or not to any charges or incumbrances, for any estate or interest whatever,
and any rights, privileges or easements over or in respect of any property, and any buildings, factories, mills, works, wharves, roads,
machinery, engines, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which
may be necessary for, or may conveniently be used with, or may enhance the value or property of the Company, and to hold or to sell, let,
alienate, mortgage, charge or otherwise deal with all or any such freehold, leasehold, or other property, lands, tenements or hereditaments,
rights, privileges or easements. |
| 3.5 | To sell or otherwise dispose of any of the property or investments of the Company. |
| 3.6 | To establish and contribute to any scheme for the purchase of shares in the Company to be held for the
benefit of the Company’s employees and to lend or otherwise provide money to such schemes or the Company’s employees or the
employees of any of its subsidiary or associated companies to enable them to purchase shares of the Company. |
| 3.7 | To grant, convey, transfer or otherwise dispose of any property or asset of the Company of whatever nature
or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way
of gift or otherwise as the Directors shall deem fit and to grant any fee, farm grant or lease or to enter into any agreement for letting
or hire of any such property or asset for a rent or return equal to or less than the market or rack rent therefor or at no rent and subject
to or free from covenants and restrictions as the Directors shall deem appropriate. |
| 3.8 | To acquire and undertake the whole or any part of the business, good-will and assets of any person, firm
or company carrying on or proposing to carry on any of the businesses which this Company is authorised to carry on, and as part of the
consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest
in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual
assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid
or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage
or deal with any shares, debentures, debenture stock or securities so received. |
| 3.9 | To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions
and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention
which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or
indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property,
rights or information so acquired. |
| 3.10 | To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation,
joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage
in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being
conducted so as directly to benefit this Company. |
| 3.11 | To invest and deal with the moneys of the Company not immediately required upon such securities and in
such manner as may from time to time be determined. |
| 3.12 | To lend money to and guarantee the performance of the contracts or obligations of any company, firm or
person, and the repayment of the capital and principal of, and dividends, interest or premiums payable on, any stock, shares and securities
of any company, whether having objects similar to those of this Company or not, and to give all kinds of indemnities. |
| 3.13 | To engage in currency exchange and interest rate transactions including, but not limited to, dealings
in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars
and any other foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived from, any
of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any
other exposure or for any other purpose. |
| 3.14 | To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any
part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the
performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any
securities of, any person, firm or company including (without prejudice to the generality of the foregoing) any company which is for the
time being the Company’s holding company as defined by the Act, or a subsidiary, as defined in the Act of any such holding company
or otherwise associated with the Company in business. |
| 3.15 | To borrow or secure the payment of money in such manner as the Company shall think fit, and in particular
by the issue of debentures, debenture stocks, bonds, obligations and securities of all kinds, either perpetual or terminable and either
redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing by trust deed, mortgage, charge, or lien upon
the whole or any part of the Company’s property or assets (whether present or future) including its uncalled capital, and also by
a similar trust deed, mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it
may undertake. |
| 3.16 | To draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange,
bills of lading, warrants, debentures and other negotiable or transferable instruments. |
| 3.17 | To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities
of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being
conducted so as directly or indirectly to benefit this Company. |
| 3.18 | To hold in trust as trustees or as nominees and to deal with, manage and turn to account, any real or
personal property of any kind, and in particular shares, stocks, debentures, securities, policies, book debts, claims and chases in actions,
lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest
in real or personal property, and any claims against such property or against any person or company. |
| 3.19 | To constitute any trusts with a view to the issue of preferred and deferred or other special stocks or
securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and
to settle and regulate and if thought fit to undertake and execute any such trusts and to issue, dispose of or hold any such preferred,
deferred or other special stocks or securities. |
| 3.20 | To give any guarantee in relation to the payment of any debentures, debenture stock, bonds, obligations
or securities and to guarantee the payment of interest thereon or of dividends on any stocks or shares of any company. |
| 3.21 | To construct, erect and maintain buildings, houses, flats, shops and all other works, erections, and things
of any description whatsoever either upon the lands acquired by the Company or upon other lands and to hold, retain as investments or
to sell, let, alienate, mortgage, charge or deal with all or any of the same and generally to alter, develop and improve the lands and
other property of the Company. |
| 3.22 | To provide for the welfare of persons in the employment of or holding office under or formerly in the
employment of or holding office under the Company including Directors and ex-Directors of the Company and the wives, widows and families,
dependants or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident
or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to or otherwise aid
charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other
claims to support or aid by the Company by reason of the locality of its operation or otherwise. |
| 3.23 | To remunerate by cash payments or allotment of shares or securities of the Company credited as fully paid
up or otherwise any person or company for services rendered or to be rendered to the Company whether in the conduct or management of its
business, or in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital, or any
debentures or other securities of the Company or in or about the formation or promotion of the Company. |
| 3.24 | To enter into and carry into effect any arrangement for joint working in business or for sharing of profits
or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of
the Company. |
| 3.25 | To distribute in specie or otherwise as may be resolved, any assets of the Company among its members and
in particular the shares, debentures or other securities of any other company belonging to this Company or of which this Company may have
the power of disposing. |
| 3.26 | To vest any real or personal property, rights or interest acquired or belonging to the Company in any
person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company. |
| 3.27 | To transact or carry on any business which may seem to be capable of being conveniently carried on in
connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or
render profitable any of the Company’s property or rights. |
| 3.28 | To accept stock or shares in or debentures, mortgages or securities of any other company in payment or
part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly
or partly paid up. |
| 3.29 | To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment
of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay
out of the funds of the Company all brokerage and charges incidental thereto. |
| 3.30 | To procure the Company to be registered or recognised in any part of the world. |
| 3.31 | To do all or any of the matters hereby authorised in any part of the world or in conjunction with or as
trustee or agent for any other company or person or by or through any factors, trustees or agents. |
| 3.32 | To make gifts or grant bonuses to the Directors or any other persons who are or have been in the employment
of the Company including substitute directors. |
| 3.33 | To do all such other things that the Company may consider incidental or conducive to the attainment of
the above objects or as are usually carried on in connection therewith. |
| 3.34 | To carry on any business which the Company may lawfully engage in and to do all such things incidental
or conducive to the business of the Company. |
| 3.35 | To make or receive gifts by way of capital contribution or otherwise. |
The objects set forth in any sub-clause
of this clause shall be regarded as independent objects and shall not, except where the context expressly so requires, be in any way limited
or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company. None of such sub-clauses
or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned
in the first sub-clause of this clause, but the Company shall have full power to exercise all or any of the powers conferred by any part
of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed
do not fall within the objects of the first sub-clause of this clause.
| NOTE: | It is hereby declared that the word “company” in this clause, except where used in reference
to this Company shall be deemed to include any partnership, body corporate or other body of persons whether incorporated or not incorporated
and whether domiciled in Ireland or elsewhere and the intention is that the objects specified in each paragraph of this clause shall except
where otherwise expressed in such paragraph be in no way limited or restricted by reference to or inference from the terms of any other
paragraph. |
| 4. | The share capital of the Company is US$10,000,000 and €25,000 divided into 500,000,000 Ordinary Shares
of US$0.01, 500,000,000 Preferred Shares of US$0.01 each and 25,000 Ordinary Α Shares of €1.00 each. |
| 5. | The liability of the members is limited. |
| 6. | The shares forming the capital, increased or reduced, may be increased or reduced and be divided into
such classes and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend,
capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to time be provided
by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where
shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant
to the provisions of the Company’s articles of association for the time being. |
COMPANIES ACT 2014
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
-of-
MALLINCKRODT PUBLIC LIMITED COMPANY
(as amended by Special Resolution passed on
13 June 2025 with effect from 31 July 2025)
PRELIMINARY
1.
| (a) | The provisions set out in these articles of association shall constitute the whole of the regulations
applicable to the Company and no “optional provision” as defined by section 1007(2) of the Act with the exception of Sections
83 and 84 of the Act shall apply to the Company. |
2.
“Act” means the Companies
Act 2014 and all other enactments and statutory instruments which are to be read as one with, or construed or read together as one with
the Act and every statutory modification and re-enactment thereof for the time being in force.
“address” includes, without
limitation, any number or address used for the purposes of communication by way of electronic mail or other electronic communication.
“Adoption Date” means the
effective date of adoption of these articles.
“Assistant Secretary” means
any person appointed by the Secretary from time to time to assist the Secretary.
“articles” means these articles
of association of the Company, as amended from time to time by Special Resolution.
“Clear Days” in relation to
the period of notice, means that period excluding the day when the notice is given or deemed to be given and the day for which it is given
or on which it is to take effect.
“Chairman” means the Director
who is elected by the Directors from time to time to preside as chairman at all meetings of the Board and at general meetings of the Company.
“Company” means the company
whose name appears in the heading to these articles.
“Court” means the High Court
of Ireland.
“Directors” or “Board”
means the directors from time to time and for the time being of the Company or the directors present at a meeting of the board of directors
and includes any person occupying the position of director by whatever name called.
“Disclosure Notice” means
the notice issued in accordance with Section 1062 of the Act or other applicable law;
“electronic communication”
has the meaning given to those words in the Electronic Commerce Act 2000.
“electronic signature” has
the meaning given to those words in the Electronic Commerce Act 2000.
“Exchange Act” means the U.S.
Securities Exchange Act of 1934, as amended and the rules promulgated thereunder.
“Group” means the Company
and its subsidiaries from time to time and for the time being.
“Holder” in relation to any
share, means the member whose name is entered in the Register as the holder of the share or, where the context permits, the members whose
names are entered in the Register as the joint holders of shares.
“Office” means the registered
office from time to time and for the time being of the Company.
“Ordinary Resolution” means
an ordinary resolution of the Company’s members within the meaning of the Act.
“public announcement” means
disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the U.S. Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
“Redeemable Shares” means
redeemable shares in accordance with the Act.
“Register” means the register
of members to be kept as required in accordance with the Act.
“seal” means the common seal
of the Company and any duplicate of such common seal of the Company.
“Secretary” means any person
appointed to perform the duties of the secretary of the Company and includes any Assistant Secretary or joint secretary.
“Special Resolution” means
a special resolution of the Company’s members within the meaning of the Act.
| (b) | Expressions in these articles referring to writing shall be construed, unless the contrary intention appears,
as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form
except as provided in these articles and/or where it constitutes writing in electronic form sent to the Company, and the Company has agreed
to its receipt in such form. Expressions in these articles referring to execution of any document shall include any mode of execution
whether under seal or under hand or any mode of electronic signature as shall be approved by the Directors. Expressions in these articles
referring to receipt of any electronic communications shall, unless the contrary intention appears, be limited to receipt in such manner
as the Company has approved. |
| (c) | Unless the contrary intention appears, words or expressions contained in these articles shall bear the
same meaning as in the Act or in any statutory modification thereof in force at the date at which these articles become binding on the
Company. |
| (d) | A reference to a statute or statutory provision shall be construed as a reference to the laws of Ireland
unless otherwise specified and includes: |
| (i) | any subordinate legislation made under it including all regulations, by-laws, orders and codes made thereunder; |
| (ii) | any repealed statute or statutory provision which it re-enacts (with or without modification); and |
| (iii) | any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it. |
| (e) | The masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall
include the plural, and vice versa, and words importing persons shall include firms or companies. |
| (f) | Reference to US$, USD, or dollars shall mean the currency of the United States of America and to €,
euro, EUR or cent shall mean the currency of Ireland. |
SHARE CAPITAL AND VARIATION OF RIGHTS
| 3. | (a) |
The share capital of the Company is US$10,000,000 and €25,000 divided into 500,000,000 ordinary shares of US$0.01 each, 500,000,000
preferred shares of US$0.01 each and 25,000 ordinary A shares of €1.00 each. |
| (b) | The rights and restrictions attaching to the ordinary shares shall be as follows: |
| (i) | subject to the right of the Company to set record dates for the purposes of determining the identity of
members entitled to notice of and/or to vote at a general meeting, the right to attend and speak at any general meeting of the Company
and to exercise one vote per ordinary share held at any general meeting of the Company; |
| (ii) | the right to participate pro rata in all dividends declared by the Company; and |
| (iii) | the right, in the event of the Company’s winding up, to participate pro rata in the total assets
of the Company. |
The rights attaching to the ordinary shares
may be subject to the terms of issue of any series or class of preferred shares allotted by the Directors from time to time in accordance
with article 3(d).
| (c) | The Directors may issue and allot ordinary A shares subject to the rights, privileges, limitations and
restrictions set out in this article 3(c): |
The holder of an ordinary A share shall
not be entitled to receive any dividend or distribution declared, made or paid or any return of capital (save as provided for in this
article) and shall not entitle its holder to any further or other right of participation in the assets of the Company.
On a winding up of, or other return
of capital (other than on a redemption of any class of shares in the capital of the Company) by the Company, the holders of ordinary A
shares shall be entitled to participate in such return of capital or winding up of the Company, such entitlement to be limited to the
repayment of the amount paid up or credited as paid up on such ordinary A shares and shall be paid only after the holders of ordinary
shares shall have received payment in respect of such amount as is paid up or credited as paid up on those ordinary shares held by them
at that time, plus the payment in cash of $100,000,000 on each such ordinary share.
| (iii) | Acquisition of Ordinary A Shares |
The
Company as agent for the holders of ordinary A shares shall have the irrevocable authority to authorise and instruct the Secretary (or
any other person appointed for the purpose by the Directors) to acquire, or to accept the surrender of, the ordinary A shares for no consideration
and to execute on behalf of such holders such documents as are necessary in connection with such acquisition or surrender, and pending
such acquisition or surrender to retain the certificates, to the extent issued, for such ordinary A shares. Any request by the Company
to acquire, or for the surrender of, any ordinary A shares may be made by the Directors depositing at the Office a notice addressed to
such person as the Directors shall have nominated on behalf of the holders of ordinary A shares. A person whose shares have been acquired
or surrendered in accordance with this article shall cease to be a member in respect of such ordinary A shares but shall notwithstanding
remain liable to pay the Company all monies which, at the date of acquisition or surrender, were payable by him or her to the Company
in respect of such shares, but his or her liability shall cease if and when the Company has received payment in full of all such monies
in respect of such shares. A notice issued pursuant to this paragraph shall be deemed to be validly issued notwithstanding the provisions
of articles 130 to 135 inclusive.
The holders of ordinary A shares shall
not be entitled to receive notice of, nor attend, speak or vote at, any general meeting.
The rights attaching to the ordinary A
shares may be subject to the terms of issue of any series or class of preferred shares allotted by the Directors from time to time in
accordance with article 3(d).
| (d) | The Directors are authorised to issue all or any of the authorised but unissued preferred shares from
time to time in one or more classes or series, and to fix for each such class or series such voting power, full or limited, or no voting
power, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance
of such class or series, including, without limitation, the authority to provide that any such class or series may be: |
| (i) | redeemable at the option of the Company, or the Holders, or both, with the manner of the redemption to
be set by the Board including, without limitation that any such class or series may be redeemable |
| (A) | at such time or times, including upon a fixed date; |
| (B) | at such price or prices; and |
| (C) | for such consideration which may be in cash or in specie (with the ability for each Holder to receive
a particular form of consideration being subject to such additional requirements to be set by the Board from time to time); |
| (ii) | entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions
and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes of shares
or any other series; |
| (iii) | entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company;
or |
| (iv) | convertible into, or exchangeable for, shares of any other class or classes of shares, or of any other
series of the same or any other class or classes of shares, of the Company at such price or prices or at such rates of exchange and with
such adjustments as the Directors determine, |
which
rights and restrictions may be as stated in such resolution or resolutions of the Directors as determined by them in accordance with this
article 3(d). The Board may at any time before the allotment of any preferred share by further resolution in any way amend the
designations, preferences, rights, qualifications, limitations or restrictions, or vary or revoke the designations of such preferred shares.
The
rights conferred upon the Holder of any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the
creation, issue and allotment of preferred shares in accordance with this article 3(d).
| (e) | Unless the Board specifically resolves to treat such acquisition as a purchase for the purposes of the
Act, an Ordinary Share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction
or trade between the Company and any third party pursuant to which the Company acquires or will acquire ordinary shares, or an interest
in ordinary shares, from such third party and the Company is hereby authorised to enter into any such agreement, transaction or trade.
In these circumstances, the acquisition of such shares or interest in shares by the Company, save where acquired otherwise than for valuable
consideration in accordance with the Act, shall constitute the redemption of a Redeemable Share in accordance with the Act. No resolution,
whether special or otherwise, shall be required to be passed to deem any Ordinary Share a Redeemable Share, or to authorise the redemption
of such a Redeemable Share and once deemed to be a Redeemable Share such share shall be redeemable at the instance of the Company. |
| 4. | Subject to the provisions of the Act and the other provisions of these articles, the Company may: |
| (a) | pursuant to the Act, issue any shares of the Company which are to be redeemed or are liable to be redeemed
at the option of the Company or the member on such terms and in such manner as may be determined by the Company in general meeting (by
Special Resolution) on the recommendation of the Directors; or |
| (b) | subject to and in accordance with the provisions of the Act and without prejudice to any relevant special
rights attached to any class of shares pursuant to the Act, purchase any of its own shares (including any Redeemable Shares and without
any obligation to purchase on any pro rata basis as between members or members of the same class) and may cancel any shares so purchased
or hold them as treasury shares (as defined in the Act) and may reissue any such shares as shares of any class or classes. |
| 5. | Without prejudice to any special rights previously conferred on the Holders of any existing shares or
class of shares, any share in the Company may be issued with such preferred or deferred or other special rights or such restrictions,
whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine. |
| 6. | (a) |
Without prejudice to the authority conferred on the Directors pursuant to article 3 to issue preferred shares in the capital of the Company,
if at any time the share capital is divided into different classes of shares, the rights attached to any class may, whether or not the
Company is being wound up, be varied or abrogated with the consent in writing of the Holders of three-fourths of the issued shares in
that class, or with the sanction of a Special Resolution passed at a separate general meeting of the Holders of the shares of that class,
provided that, if the relevant class of Holders has only one Holder, that person present in person or by proxy, shall constitute the
necessary quorum. To every such meeting the provisions of article 39 shall apply. |
| (b) | The redemption or purchase of preferred shares or any class of preferred shares shall not constitute a
variation of rights of the preferred Holders. |
| (c) | The issue, redemption or purchase of any of the 500,000,000 preferred shares of US$0.01 shall not constitute
a variation of the rights of the Holders of ordinary shares. |
| (d) | The issue of preferred shares or any class of preferred shares which rank pari passu with, or junior to,
any existing preferred shares or class of preferred shares shall not constitute a variation of the existing preferred shares or class
of preferred shares. |
| 7. | The rights conferred upon the Holders of the shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further shares ranking pari passu therewith. |
| 8. | (a) |
Subject to the provisions of these articles relating to new shares, the shares shall be at the disposal of the Directors (and/or by a
committee of the Directors or by any other person where such committee or person is so authorised by the Directors), and they may (subject
to the provisions of the Act) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and
at such times as they may consider to be in the best interests of the Company and its members, but so that no share shall be issued at
a discount to its nominal value save in accordance with the Act, and so that, save where the Act permits otherwise, the amount payable
on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon. |
| (b) | Subject to any requirement to obtain the approval of members under any laws, regulations or the rules
of any stock exchange to which the Company is subject, the Board is authorised, from time to time, in its discretion, to grant such persons,
for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for such number of shares of any class
or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing
such options to be issued. |
| (c) | The Directors are, for the purposes of section 1021 of the Act, generally and unconditionally authorised
to exercise all powers of the Company to allot and issue relevant securities (as defined by the said section 1021) up to the amount of
Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of the
Act and held as treasury shares and this authority shall expire five years from the Adoption Date. The Company may before the expiry of
such authority make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors
may allot relevant securities in pursuance of such an offer or agreement notwithstanding that the authority hereby conferred has expired. |
| (d) | The Directors are hereby empowered pursuant to sections 1022 and 1023 of the Act to allot equity securities
within the meaning of the said section 1023 of the Act for cash pursuant to the authority conferred by paragraph (c) of this article as
if section 1022 of the said Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer
or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities
in pursuance of such an offer or agreement as if the power conferred by this paragraph (d) had not expired. |
| (e) | Nothing in these articles shall preclude the Directors from recognising a renunciation of the allotment
of any shares by any allottee in favour of some other person. |
| 9. | If by the conditions of allotment of any share the whole or part of the amount or issue price thereof
shall be payable by instalments, every such instalment when due shall be paid to the Company by the person who for the time being shall
be the Holder of the share. |
| 10. | The Company may pay commission to any person in consideration of a person subscribing or agreeing to subscribe,
whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute
or conditional, for any shares in the Company on such terms and subject to such conditions as the Directors may determine, including,
without limitation, by paying cash or allotting and issuing fully or partly paid shares or any combination of the two. The Company may
also, on any issue of shares, pay such brokerage as may be lawful. |
| 11. | The Company shall maintain or cause to be maintained the Register in accordance with the Act. |
| 12. | If the Board considers it necessary or appropriate, the Company may establish and maintain a duplicate
Register at such location or locations within or outside Ireland as the Board thinks fit. The original Register shall be treated as the
register of members of the Company for the purposes of these articles and the Act. |
| 13. | The Company, or any agent(s) appointed by it to maintain the duplicate Register in accordance with these
articles, shall as soon as practicable and on a regular basis record or procure the recording in the original Register of all transfers
of shares effected on any duplicate Register and shall at all times maintain the original Register in such manner as to show at all times
the member for the time being and the shares respectively held by them, in all respects in accordance with the Act. |
| 14. | Except as required by law, no person shall be recognised by the Company as holding any share upon any
trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these articles
or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder.
This shall not preclude the Company from requiring the members or the transferee of shares to furnish the Company with information as
to the beneficial ownership of any share when such information is reasonably required by the Company. |
| 15. | (a) |
The Directors may at any time and in their absolute discretion, if they consider it to be in the interests of the Company to do so, give
to any shareholder or shareholders a notice (hereinafter referred to as an “Investigation Notice”) requiring such
shareholder or shareholders to notify the Company in writing within the prescribed period of full and accurate particulars of all or
any of the following matters, namely: |
| (i) | his interest in any shares in the Company; |
| (ii) | if his interest in the share does not consist of the entire beneficial interest in it, the interests of
all persons having a beneficial interest in the share (provided that one joint shareholder of a share shall not be obliged to give particulars
of interests of persons in the share which arise only through another joint shareholder of the Company); and |
| (iii) | any arrangement (whether legally binding or not) entered into by him or any person having any beneficial
interest in the share whereby it has been agreed or undertaken or the shareholder of such share can be required to transfer the share
or any interest therein to any person (other than a joint shareholder of the share) or to act in relation to any meeting of the Company
or of any class of shares of the Company in a particular way or in accordance with the wishes or directions of any other person (other
than a person who is a joint shareholder of such share). |
| (b) | Where an intermediary receives a Disclosure Notice and is in possession or control of the information
which is required to be provided pursuant to these articles and applicable law, it shall as soon as practicable provide the Company with
that information. Any intermediary that receives a Disclosure Notice and is not in possession or control of the information which is required
to be provided pursuant to applicable law, shall as soon as practicable: |
| (i) | inform the Company that it is not in possession or control of the information; |
| (ii) | where the intermediary is part of a chain of intermediaries, transmit the request to each other intermediary
in the chain known to the first mentioned intermediary as being part of the chain; and |
| (iii) | provide the Company with the details of each intermediary, if any, to which the request has been transmitted
under sub-paragraph (ii). |
| (c) | If, pursuant to an Investigation Notice, the person stated to own any beneficial interest in a share or
the person in favour of whom any shareholder (or other person having any beneficial interest in the share) has entered into any arrangements
referred to in paragraph (a)(iii) is a body corporate, trust, society or any other legal entity or association of individuals and/or
entities, the Directors may in their absolute discretion give a further Investigation Notice to the shareholders of, and/or any person
whom such shareholder has stated as having any beneficial interest in, such a share requiring them to notify the Company in writing within
the prescribed period of full and accurate particulars of the names and Addresses of the individuals who control (whether directly or
indirectly and through any number of vehicles, entities or arrangements) the beneficial ownership of all the shares, interests, units
or other measure of ownership of such body corporate, trust, society or other entity or association wherever the same shall be incorporated,
registered or domiciled or wherever such individuals shall reside provided that if at any stage of such chain of ownership the beneficial
interest in any share shall be established to the satisfaction of the Directors to be in the ownership of any body corporate any of whose
share capital is listed or dealt in on any bona fide stock exchange, unlisted securities market or over the counter securities market,
it shall not be necessary to disclose details of the individuals ultimately controlling the beneficial interests in the shares of such
body corporate. |
| (d) | Unless otherwise required by applicable law, where a notice is served pursuant to the terms of this article
on the holder of a share and such holder is a central securities depository (or its nominee(s)) acting in its capacity as operator of
a securities settlement system, the obligations of the central securities depository (or its nominee(s)) as a holder pursuant to this
article shall be limited to disclosing to the Company in accordance with this article such information relating to the ownership of or
interests in the share concerned as has been recorded by it pursuant to the rules made and practices instituted by the central securities
depository, provided that nothing in this article shall in any other way restrict the powers of the Directors under this article. For
the purposes of this article, a person, other than the holder of a share, shall be treated as appearing to be or to have been interested
in that share if the holder has informed the Company that the person is, or may be, or has been, or may have been, so interested, or if
the Company (after taking account of any information obtained from the registered holder or, pursuant to a Disclosure Notice, from anyone
else) knows or has reasonable cause to believe that the person is, or may be, or has been, or may have been, so interested. |
| (e) | Where any member, or any other person with an interest in shares held by such member, is deemed by Section
1048 or 1050 of the Act to have an interest in 3% or more of the issued share capital of the Company, such member or person shall be required
to notify the Company both of the existence of such interest and any event which results in the member or person ceasing to be so interested.
Such notification shall be made in the same manner and within the same time period as specified in Sections 1052 and 1053 of the Act. |
| (f) | If at any time the Directors are satisfied that: |
| (i) | any member has been served with an Investigation Notice, or |
| (ii) | any member, or any other person appearing to be interested in shares held by such member, has been served
with a Disclosure Notice, |
and is in default for the prescribed period
in supplying to the Company the information thereby required, or, in purported compliance with such a notice has made a statement which
is false or inadequate, then the Directors may, in their absolute discretion at any time thereafter by notice (a “Disenfranchisement
Notice”) to such member direct that in respect of the shares in relation to which the default occurred (the “Default
Shares”) (which expression shall include any further shares which are issued in respect of such shares) the member shall not
be entitled to attend or to vote either personally or by proxy at a general meeting of the Company or a meeting of the holders of any
class of shares of the Company or to exercise any other rights conferred by membership in relation to general meetings of the Company
or meetings of the holders of any class of shares of the Company. Where a Disenfranchisement Notice is served on a central securities
depository or its nominee(s) acting in its capacity as operator of a securities settlement system, the provisions of this article shall
be treated as applying only to such number of shares as is equal to the number of Default Shares held by the central securities depository
or its nominee(s) and not to any other shares held by the central securities depository or its nominee(s).
| (g) | Where the Default Shares represent at least three per cent. (3%) of the issued shares of that class (or
such other percentage as may be determined under the provisions of Section 1052 of the Act), then the Disenfranchisement Notice may
additionally direct that: |
| (i) | any dividend (or part thereof) or other money which would otherwise be payable in respect of the Default
Shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the member and/or |
| (ii) | no transfer of any shares held by such member shall be registered unless; |
| (A) | the member is not himself in default as regards supplying the information required; and |
| (B) | the transfer is part only of the member's holding and when presented for registration is accompanied by
a certificate by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry, the member is satisfied
that none of the shares, the subject of the transfer, is a Default Share. |
| (h) | The Company shall send to each other person appearing to be interested in the shares, the subject of any
Disenfranchisement Notice, a copy of the Disenfranchisement Notice but the failure or omission by the Company to do so shall not invalidate
such Disenfranchisement Notice. |
| (i) | Save as herein provided, any Disenfranchisement Notice shall have effect in accordance with its terms
for so long as the default in respect of which the Disenfranchisement Notice was issued continues and for a period of one week thereafter
provided that the Directors may at the request of the member concerned reduce or waive such one week period if they think fit. |
| (j) | Any Disenfranchisement Notice shall cease to have effect in relation to any shares which are transferred
by such member by means of an Approved Transfer (as defined in article 15(k)(iii)). |
| (k) | For the purpose of this article: |
| (i) | a person shall be treated as appearing to be interested in any shares if the member holding such shares
has in response to a Disclosure Notice or Investigation Notice either: |
| (A) | named such person as being so interested; or |
| (B) | fails to establish the identities of those interested in the shares; |
and (after taking into account the said
response and any other relevant Disclosure Notice or Investigation Notice) the Company knows or has reasonable cause to believe that the
person in question is or may be interested in the Shares;
| (ii) | in the case of both an Investigation Notice and a Disclosure Notice, the prescribed period is twenty-eight
days from the date of service of the notice except that if the Default Shares represent at least five per cent. (5%) of the issued shares
of that class, the prescribed period is fourteen days from such date; and |
| (iii) | a transfer of shares is an “Approved Transfer” if, but only if: |
| (A) | it is a transfer of shares to an offeror by way of or in pursuance of an acceptance of a takeover offer,
merger, scheme or arrangement or consolidation of the Company; or |
| (B) | the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial
ownership of the shares to a party unconnected with the member and with other persons appearing to be interested in such shares; or |
| (C) | the transfer results from a sale made through a recognised stock exchange. |
| 16. | No person shall be entitled to a share certificate in respect of any Ordinary Share held by them in the
share capital of the Company, whether such Ordinary Share was allotted or transferred to them, and the Company shall not be bound to issue
a share certificate to any such person entered in the Register. |
| 17. | The Company shall not give, whether directly or indirectly and whether by means of a loan, guarantee,
the provision of security or otherwise, any financial assistance for the purpose of a purchase or subscription made or to be made by any
person of or for any shares in the Company or in its holding company, except as permitted by the Act. |
| 18. | (a) |
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable
or not) payable at a fixed time or called in respect of that share. The Directors, at any time, may declare any share to be wholly or
in part exempt from the provisions of this article. The Company’s lien on a share shall extend to all moneys payable in respect
of it. |
| (b) | The Company may sell in such manner as the Directors determine any share on which the Company has a lien
if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment,
and stating that if the notice is not complied with the share may be sold, has been given to the Holder of the share or to the person
entitled to it by reason of the death or bankruptcy of the Holder. |
| (c) | To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer
of the share sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder
of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title
to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee
has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. |
| (d) | The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the
sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate
for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) shall
be paid to the person entitled to the shares at the date of the sale. |
| 19. | (a) |
Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares and
each member (subject to receiving at least fourteen Clear Days’ notice specifying when and where payment is to be made) shall pay
to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may
be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole
or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of
the shares in respect of which the call was made. |
| (b) | A call shall be deemed to have been made at the time when the resolution of the Directors authorising
the call was passed. |
| (c) | The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof. |
| (d) | If a call remains unpaid after it has become due and payable the person from whom it is due and payable
shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the
share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Act) but the Directors may waive
payment of the interest wholly or in part. |
| (e) | An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal
value or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these articles shall apply as
if that amount had become due and payable by virtue of a call. |
| (f) | Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference
between the Holders in the amounts and times of payment of calls on their shares. |
| (g) | The Directors, if they think fit, may receive from any member willing to advance the same all or any part
of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may pay (until the same would,
but for such advance, become payable) interest at such rate, not exceeding (unless the Company in general meeting otherwise directs) fifteen
percent per annum, as may be agreed upon between the Directors and the member paying such sum in advance. |
| (h) | (i) |
If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter
and during such times as any part of the call or instalment remains unpaid, may serve a notice on him requiring payment of so much of
the call or instalment as is unpaid together with any interest which may have accrued. |
| (ii) | The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date
of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment
at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. |
| (iii) | If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter
before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by
a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited
shares and not paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder. |
| (iv) | On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient
to prove that the name of the member sued is entered in the Register as the Holder, or one of the Holders, of the shares in respect of
which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly
given to the member sued, in pursuance of these articles, and it shall not be necessary to prove the appointment of the Directors who
made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. |
| (i) | Α forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors
think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where
for the purposes of its disposal such a share is to be transferred to any person, the Directors may authorise some person to execute an
instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale
or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon
he shall be registered as the Holder of the share and shall not be bound to see to the application of the purchase money, if any, nor
shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share. |
| (j) | Α person whose shares have been forfeited shall cease to be a member in respect of the forfeited
shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to
the Company in respect of the shares, without any deduction or allowance for the value of the shares at the time of forfeiture but his
liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. |
| (k) | Α statutory declaration that the declarant is a Director or the Secretary of the Company, and that
a share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share. |
| (l) | The provisions of these articles as to forfeiture shall apply in the case of non-payment of any sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium,
as if the same had been payable by virtue of a call duly made and notified. |
| (m) | The Directors may accept the surrender of any share which the Directors have resolved to have been forfeited
upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as
if it has been forfeited. |
TRANSFER OF SHARES
| 20. | (a) |
The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary, an Assistant Secretary
or any such person that the Secretary or an Assistant Secretary nominates for that purpose (whether in respect of specific transfers
or pursuant to a general standing authorisation), and the Secretary, Assistant Secretary or the relevant nominee shall be deemed to have
been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name
of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the
Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to
be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary,
Assistant Secretary or the relevant nominee as agent for the transferor, and by the transferee where required by the Act, be deemed to
be a proper instrument of transfer for the purposes of the Act. The transferor shall be deemed to remain the Holder of the share until
the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the
transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine. |
| (b) | The Company, at its absolute discretion, may, or may procure that a subsidiary of the Company shall, pay
Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from
the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the
Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as
the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee or transferor, (ii) set-off the stamp duty
against any dividends payable to the transferee of those shares and (iii) claim a first and paramount lien on the shares on which stamp
duty has been paid by the Company or its subsidiary for the amount of stamp duty paid. The Company’s lien shall extend to all dividends
paid on those shares. |
| (c) | Notwithstanding the provisions of these articles and subject to any regulations made under section 1086
of the Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with section
1086 of the Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated
form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular
shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these articles with respect to the requirement
for written instruments of transfer and share certificates (if any), in order to give effect to such regulations. |
| 21. | Subject to such of the restrictions of these articles and to such of the conditions of issue of any share
warrants as may be applicable, the shares of any member and any share warrant may be transferred by instrument in writing in any usual
or common form or any other form which the Directors may approve. |
| 22. | (a) |
The Directors in their absolute discretion and without assigning any reason therefor may decline to register: |
| (i) | any transfer of a share which is not fully paid; or |
| (ii) | any transfer to or by a minor or person of unsound mind; |
but this shall not apply to a transfer
of such a share resulting from a sale of the share through a stock exchange on which the share is listed.
| (b) | The Directors may decline to recognise any instrument of transfer unless: |
| (i) | the instrument of transfer is accompanied by any evidence the Directors may reasonably require to show
the right of the transferor to make the transfer; |
| (ii) | the instrument of transfer is in respect of one class of share only; |
| (iii) | the instrument of transfer is properly stamped (in circumstances where stamping is required); |
| (iv) | a fee of €10 or such lesser sum as the Directors may from time to time require, is paid to the Company
in respect of it; |
| (v) | the instrument of transfer is in favour of not more than four transferees; |
| (vi) | it is lodged at the Office or at such other place as the Directors may appoint; |
| (vii) | the Board is satisfied, acting reasonably, that all applicable consents, authorisations, permissions or
approvals of any governmental body or agency in Ireland and any other applicable jurisdiction required to be obtained under relevant law
prior to such transfer have been obtained; and |
| (viii) | the Board is satisfied, acting reasonably, that the transfer would not violate the terms of any agreement
to which the Company (or any of its subsidiaries) and the transferor are party to or subject. |
| 23. | If the Directors refuse to register a transfer, they shall, within two months after the date on which
the transfer was lodged with the Company, send to the transferee notice of the refusal. |
| 24. | (a) |
The Directors may from time to time fix a record date for the purposes of determining the rights of members to notice of and/or to vote
at any general meeting of the Company. The record date shall not precede the date upon which the resolution fixing the record date is
adopted by the Directors, and the record date shall be not more than eighty nor less than ten days before the date of such meeting. If
no record date is fixed by the Directors, the record date for determining members entitled to notice of or to vote at a meeting of the
members shall be the close of business on the day next preceding the day on which notice is given. Unless the Directors determine otherwise,
a determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment, recess,
rescheduling or postponement of the meeting. |
| (b) | In order that the Directors may determine the members entitled to receive payment of any dividend or other
distribution or allotment of any rights or the members entitled to exercise any rights in respect of any change, conversion or exchange
of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record date shall be not more than thirty nor less than two days
prior to such action. If no record date is fixed, the record date for determining members for such purpose shall be at the close of business
on the day on which the Directors adopt the resolution relating thereto. |
| 25. | Registration of transfers may be suspended at such times and for such period, not exceeding in the whole
30 days in each year, as the Directors may from time to time determine subject to the requirements of the Act. |
| 26. | All instruments of transfer shall upon their being lodged with the Company remain the property of the
Company and the Company shall be entitled to retain them. |
| 27. | Subject to the provisions of these articles, whenever as a result of a consolidation of shares or otherwise
any members would become entitled to fractions of a share, the Directors may sell or cause to be sold, on behalf of those members, the
shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale (subject
to any applicable tax and abandoned property laws) in due proportion among those members, and the Directors may authorise some person
to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not
be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity
of the proceedings in reference to the sale. |
TRANSMISSION OF SHARES
| 28. | In the case of the death of a member, the survivor or survivors where the deceased was a joint Holder,
and the personal representatives of the deceased where he was a sole Holder, shall be the only persons recognised by the Company as having
any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint Holder from any liability
in respect of any share which had been jointly held by him with other persons. |
| 29. | Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon
such evidence being produced as may from time to time properly be required by the Directors and subject as herein provided, elect either
to be registered himself as Holder of the share or to have some person nominated by him registered as the transferee thereof, but the
Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer
of the shares by that member before his death or bankruptcy, as the case may be. |
| 30. | If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company
a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election
by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these articles relating to the
right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the
death or bankruptcy of the member had not occurred and the notice of transfer were a transfer signed by that member. |
| 31. | A person becoming entitled to a share by reason of the death or bankruptcy of the Holder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered Holder of the share, except that he
shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by
membership in relation to the meetings of the Company, so, however, that the Directors may at any time give notice requiring such person
to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days, the Directors
may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the
notice have been complied with. |
ALTERATION OF CAPITAL
| 32. | (a) |
The Company may from time to time by Ordinary Resolution increase the authorised share capital by such sum, to be divided into shares
of such amount, as the resolution shall prescribe. |
| (b) | Subject to the provisions of the Act, the new shares shall be issued upon such terms and conditions and
with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct, or if no such
direction be given, as the Directors shall determine. |
| (c) | Except so far as otherwise provided by the conditions of issue or by these articles, any capital raised
by the creation of new shares shall be subject to the provisions herein contained with reference to the payment of calls and instalments,
transfer and transmission, forfeiture, lien and otherwise. |
| 33. | The Company may by Ordinary Resolution: |
| (a) | divide its share capital into several classes and attach to them respectively any preferential, deferred,
qualified or special rights, privileges or conditions; |
| (b) | consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares; |
| (c) | subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum
of association subject, nevertheless, to the Act; or |
| (d) | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to
be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled; and |
| (e) | subject to applicable law, change the currency denomination of its share capital. |
| 34. | The Company may by Special Resolution (or by Ordinary Resolution where permitted by section 83 of the
Act) reduce its company capital (including its share capital, any capital redemption reserve fund or any share premium account or undenominated
capital account) in any manner and with and subject to any incident authorised, and consent required, by law. |
GENERAL MEETINGS
| 35. | The Company shall in each year hold a general meeting as its annual general meeting in addition to any
other meeting in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse
between the date of one annual general meeting of the Company and that of the next. |
| 36. | Subject to the Act, all general meetings of the Company may be held outside of Ireland. |
| 37. | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| 38. | The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary
general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided in section
178(3) of the Act. |
| 39. | All provisions of these articles relating to general meetings of the Company shall, mutatis mutandis,
apply to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that: |
| (a) | the necessary quorum shall be two or more persons holding or representing by proxy (whether or not such
Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting) at least one-half in nominal
value of the issued shares of the class or, at any adjourned meeting of such Holders, one Holder present in person or by proxy, whatever
the amount of his holding, shall be deemed to constitute a meeting; and |
| (b) | each Holder of shares of the class shall have one vote in respect of every share of the class held by
him. |
| 40. | A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general
meeting and at any separate meeting of the Holders of any class of shares in the Company. |
NOTICE OF GENERAL MEETINGS
| 41. | (a) |
Subject to the provisions of the Act allowing a general meeting to be called by shorter notice, an annual general meeting, and an extraordinary
general meeting called for the passing of a special resolution, shall be called by not less than twenty-one Clear Days’ notice
and all other extraordinary general meetings shall be called by not less than fourteen Clear Days’ notice. |
| (b) | Any notice convening a general meeting shall specify the time and place of the meeting and, in the case
of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled
to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars
of any Directors who are to retire at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment
as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment
or re-appointment as Directors at the meeting. Provided that the latter requirement shall only apply where the intention to propose the
person has been received by the Company in accordance with, and the proposal is otherwise made in compliance with, the provisions of these
articles, including articles 44 to 45 and articles 56 to 65. Subject to any restrictions imposed on any shares, the notice of
the meeting shall be given to all the members of the Company as of the record date set by the Directors and to the Directors and the Auditors. |
| (c) | The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by,
any person entitled to receive notice shall not invalidate the proceedings at the meeting. |
| 42. | Where, by any provision contained in the Act, extended notice is required of a resolution, the resolution
shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it
has been given to the Company not less than twenty-eight days (or such shorter period as the Act permit) before the meeting at which it
is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions
of the Act. |
PROCEEDINGS AT GENERAL MEETINGS
| 43. | All business shall be deemed special that is transacted at an extraordinary general meeting, and also
all that is transacted at an annual general meeting, with the exception of the review by the members of the Company’s affairs declaring
a dividend, the consideration of the Company’s statutory financial statements and the reports of the Directors and auditors, the
election of Directors, the re-appointment of the retiring auditors and the fixing of the remuneration of the auditors. |
| 44. | At any annual general meeting of the members, only such nominations of individuals for election to the
Board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting.
For nominations to be properly made at an annual general meeting, and for other business to be properly brought before an annual general
meeting, such nominations and other business must be: (a) specified in the Company’s notice of meeting (or any supplement thereto)
given by or at the direction of the Board; (b) otherwise made at the annual general meeting, by or at the direction of the Board; (c)
or otherwise properly requested to be brought before the annual general meeting by a member of the Company in accordance with this article 44
and articles 56 to 65. For nominations of individuals for election to the Board or other business to be properly requested by a member
to be made at or brought before an annual general meeting pursuant to this article 44(c), a member must (i) be a member at the time of
giving of notice of such annual general meeting by or at the direction of the Board, on the record date for determination of members entitled
to vote at such meeting, and at the time of the annual general meeting, (ii) be entitled to vote at such annual general meeting and (iii)
comply with the procedures set forth in these articles as to such nomination or other business. This article 44 shall be the exclusive
means for a member to make nominations or to bring other business (other than matters properly brought under Rule 14a-8 under the Exchange
Act and included in the Company’s notice of meeting) before an annual general meeting of members. |
| 45. | At any extraordinary general meeting of the members, only such business shall be conducted or considered,
as shall have been properly brought before the meeting. To be properly brought before an extraordinary general meeting, such business
must be (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise brought before the extraordinary general meeting, by or at the direction of the Board, or (c) otherwise properly brought
before the extraordinary general meeting by any members of the Company pursuant to the valid exercise of power granted to them under the
Act to submit a requisition to the Company to convene an extraordinary general meeting (such requisition, an “EGM Request”)
and in accordance with this article 45 and articles 56 to 65; provided, however, that nothing herein shall prohibit the Board from submitting
additional matters to members at any such extraordinary general meeting. Nominations of persons for election to the Board may be made
at an extraordinary general meeting of members at which Directors are to be elected pursuant to the Company’s notice of meeting
(a) by or at the direction of the Board, or (b) by any member of the Company who (i) is a member at the time of giving of notice of such
extraordinary general meeting, on the record date for determination of members entitled to vote at such meeting and at the time of the
extraordinary general meeting, (ii) is entitled to vote at the meeting and (iii) complies with the procedures set forth in these articles
as to such nomination. This article 45 shall be the exclusive means for a member to make nominations or bring other business (other than
matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before an extraordinary
general meeting of members. For the avoidance of doubt, nothing in these articles shall be construed to confer on any member the right
to request an extraordinary general meeting or to make nominations or to bring any other business at any extraordinary general meeting
(whether requisitioned by members pursuant to an EGM Request or otherwise), or to expand any rights that members have with respect to
any extraordinary general meeting that is held in connection with an EGM Request (including any such extraordinary general meeting that
is convened by the Board in response to an EGM Request) beyond those rights provided to members under the Act. |
| 46. | No business shall be transacted at any general meeting unless a quorum is present at the time when the
meeting proceeds to business. One or more Holders of shares, present in person or by proxy (whether or not such Holder actually exercises
his voting rights in whole, in part or at all at the relevant general meeting), entitling them to exercise a majority of the voting power
of the Company on the relevant record date shall constitute a quorum. |
| 47. | Any general meeting duly called at which a quorum is not present shall be adjourned and the Company shall
provide notice pursuant to article 41 in the event that such meeting is to be reconvened. |
| 48. | The Chairman, if any, of the Board shall preside as Chairman at every general meeting of the Company,
or if there is no such Chairman, or if he is not present at the time appointed for the holding of the meeting or is unwilling to act,
any Director of the Company or any other person nominated by the Board (or if the Board has not nominated any such person prior to the
meeting or the Chairman or such person is not present within fifteen minutes after the time appointed for the holding of the meeting or
is unwilling to act, such an officer or Director or any other person elected by the Directors present at the meeting) shall preside as
Chairman of the meeting. |
| 49. | If at any general meeting no person nominated in accordance with article 48 is willing to act as Chairman
or if no such person is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose
one of their number to be Chairman of the meeting. |
| 50. | The Chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed
by the meeting, adjourn the meeting from time to time and from place to place without notice other than by announcement of the time and
place of the adjourned meeting by the Chairman of the meeting. The Chairman of the meeting may at any time without the consent of the
meeting adjourn the meeting to another time and/or place if, in his opinion, it would facilitate the conduct of the business of the meeting
to do so or if he is so directed by the Board. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting. |
| 51. | At any general meeting a resolution put to the vote of the meeting shall be decided by poll. |
| 52. | A poll shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed
to be the resolution of the meeting. |
| 53. | On a poll taken at any general meeting or any separate meeting of the Holders of any class of shares in
the Company, a Holder, whether present in person or by proxy, entitled to more than one vote need not, if he votes, use all his votes
or cast all the votes he uses in the same way. |
| 54. | Where there is an equality of votes, the Chairman of the meeting shall be entitled to a casting vote in
addition to any other vote he may have. |
| 55. | Unless the Directors otherwise determine, no member shall be entitled to vote at any general meeting or
any separate meeting of the Holders of any class of shares in the Company, either in person or by proxy, or to exercise any privilege
as a member in respect of any share held by him unless all monies then payable by him in respect of that share have been paid. |
ADVANCE NOTICE OF MEMBER BUSINESS AND NOMINATIONS
| 56. | Subject to article 63, but otherwise without qualification or limitation, for any nominations or any other
business to be properly brought before an annual general meeting by a member pursuant to article 44, the member must have given timely
notice thereof in writing to the Secretary in proper form, and in accordance with this article 56 and articles 58 to 65, and such other
business must otherwise be a proper matter for member action. |
| (a) | To be timely, a member’s notice shall be delivered to the Secretary at the Office not earlier than
the close of business on the one hundred and twentieth (120th) day and not later than the close of business on the ninetieth (90th) day
prior to the first anniversary of the preceding year’s annual general meeting; provided, however, that in the event that no annual
general meeting was held in the previous year or the date of the annual general meeting is more than thirty (30) days before or more than
sixty (60) days after such anniversary date, notice by the member must be so delivered not earlier than the close of business on the one
hundred and twentieth (120th) day prior to the date of such annual general meeting and not later than the close of business
on the later of the ninetieth (90th) day prior to the date of such annual general meeting or, if the first public announcement
of the date of such annual general meeting is less than one hundred (100) days prior to the date of such annual general meeting, the tenth
(10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In no event
shall any adjournment, recess, rescheduling or postponement of an annual general meeting, or the public announcement thereof, commence
a new time period for the giving of a member’s notice as described above. For the avoidance of doubt, a member shall not be entitled
to make additional or substitute nominations following the expiration of the time periods set forth in these articles. |
| (b) | Notwithstanding anything in article 56(a) to the contrary, in the event that the number of Directors to
be elected to the Board is increased by the Board, and there is no public announcement by the Company naming all of the nominees for Director
or specifying the size of the increased Board at least ten (10) days prior to the deadline for nominations that would otherwise be applicable
under this article 56, a member’s notice required by this article 56 shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the Office not later than the
close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company. |
| 57. | Subject to article 63, but otherwise without qualification or limitation, for any business to be
properly requested to be brought before an extraordinary general meeting by a member, the member must have given timely notice thereof
in writing to the Secretary in proper form and in accordance with this article 57 and articles 58 to 65, and such business must otherwise
be a proper matter for member action. |
| (a) | Subject to article 63, in the event that an extraordinary general meeting of members is called by
a member of the Company pursuant to an EGM Request, the purpose of which is the election of one or more Directors to the Board, the right
of any member to nominate an individual or individuals (as the case may be) for election to such position(s) as specified in the Company’s
notice of meeting shall be subject to such member having given timely notice thereof. To be timely, a member’s notice shall be delivered
to the Secretary at the Office not earlier than the close of business on the one hundred and twentieth (120th) day prior to
the date of such extraordinary general meeting and not later than the close of business on the later of the ninetieth (90th)
day prior to the date of such extraordinary general meeting or, if the first public announcement of the date of such extraordinary general
meeting is less than one hundred (100) days prior to the date of such extraordinary general meeting, the tenth (10th) day following
the day on which public announcement is first made of the date of the extraordinary general meeting and, if applicable, of the nominees
proposed by the Board to be elected at such meeting. In no event shall any adjournment, recess, rescheduling or postponement of an extraordinary
general meeting of members, or the public announcement thereof, commence a new time period for the giving of a member’s notice as
described above. For the avoidance of doubt, a member shall not be entitled to make additional or substitute nominations following the
expiration of the time periods set forth in these articles. |
| (b) | Notwithstanding anything in article 57(a) to the contrary, in the event that the number of Directors
to be elected to the Board is increased by the Board, and there is no public announcement by the Company naming all of the nominees for
Director or specifying the size of the increased Board at least ten (10) days prior to the deadline for nominations that would otherwise
be applicable under this article 57, a member’s notice required by this article 57 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the Office not later
than the close of business on the 10th day following the day on which such public announcement is first made by the Company. |
| 58. | Without prejudice to the generality of articles 56 and 57, to be in proper form, a member’s notice
pursuant to articles 44 to 45 and articles 56 to 65 must include the following, as applicable: |
| (a) | As to the member giving the notice and the beneficial owner, if any, on whose behalf the nomination is
made or business is brought, as applicable, a member’s notice must set forth: (i) the name and address of such member, as they appear
on the Register, of such beneficial owner, if any, and any persons that are acting in concert therewith: (ii) a representation that the
member giving the notice is a Holder of shares carrying voting rights entitled to vote at such meeting, will continue to be a Holder of
shares carrying voting rights entitled to vote at such meeting through the date of such meeting and intends to appear in person or by
proxy at the meeting to make such nomination or to propose such business; (iii) (A) the class or series and number of shares of the Company
which are, directly or indirectly, owned of record and owned beneficially by such member, such beneficial owner and their respective affiliates
or associates or others acting in concert therewith, (B) any option, warrant, convertible security, share appreciation right, or similar
right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any security of the Company
or with a value derived in whole or in part from the value of any security of the Company, or any derivative or synthetic arrangement
having the characteristics of a long position in any security of the Company, or any contract, derivative, swap or other transaction or
series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any security
of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions
is determined by reference to the price, value or volatility of any security of the Company, whether or not such instrument, contract
or right shall be subject to settlement in the underlying securities of the Company, through the delivery of cash or other property, or
otherwise, and without regard to whether the Holder, the beneficial owner, if any, or any of their respective affiliates, or associates
or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument,
contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease
in the value of securities of the Company (any of the foregoing, a “Derivative Instrument”) directly or indirectly
owned beneficially by such member, the beneficial owner, if any, or any of their respective affiliates or associates, or others acting
in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such member, such beneficial
owner or any of their respective affiliates or associates, or others acting in concert therewith has or pursuant to any proxy, contract,
understanding or relationship may acquire any right to vote any security of the Company, (D) any agreement, arrangement, understanding,
relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving
such member, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, directly
or indirectly, the intent, purpose or effect of which may be to mitigate loss to, transfer to or from any such person, in whole or in
part, any of the economic consequences of ownership or reduce the economic risk (of ownership or otherwise) of any security of the Company
by, manage the risk of share price changes for, or increase or decrease the voting power of, such member, such beneficial owner or any
of their respective affiliates or associates, or others acting in concert therewith, with respect to any security of the Company, or which
provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of
any securities of the Company (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the
Company owned beneficially by such member, such beneficial owner or any of their respective affiliates or associates, or others acting
in concert therewith, that are separated or separable from the underlying shares of the Company, (F) any proportionate interest in securities
of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership or similar entity in which
such member, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, is a general
partner or, directly or indirectly, beneficially owns an interest in a general partner or is the manager or managing member, or directly
or indirectly, beneficially owns any interest in the manager or managing member of such general or limited partnership or similar entity,
(G) any performance-related fees (other than an asset-based fee) that such member, such beneficial owner or any of their respective affiliates
or associates, or others acting in concert therewith, is entitled to based on any increase or decrease in the value of securities of the
Company or Derivative Instruments or Short Interests, if any; (H) any direct or indirect interest, including any significant equity interests
or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such member, such beneficial owner
or any of their respective affiliates or associates, or others acting in concert therewith, and (I) any direct or indirect interest of
such member, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, in any
contract with, or any litigation involving, the Company, any affiliate of the Company or any principal competitor of the Company (including,
in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (iv) if any such member, such beneficial
owner or any of their respective affiliates or associates, or others acting in concert therewith, intends to engage in a solicitation
with respect to a nomination or other business pursuant to this article 58, a statement disclosing the name of each participant in
such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and if involving a nomination a representation that such
member, such beneficial owner or any of their respective affiliates or associates, or others acting in concert, therewith intends to deliver
a proxy statement and form of proxy to holders of at least sixty-seven percent (67%) of the shares carrying voting rights; (v) a certification
that each such member, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith,
has complied with all applicable legal requirements in connection with its acquisition of shares or other securities of the Company and
such person’s acts or omissions as a member of the Company; (vi) the names and addresses of other members (including beneficial
owners) known by any such member, such beneficial owner or any of their respective affiliates or associates, or others acting in concert
therewith, to financially or otherwise materially support (it being understood, for example, that statement of an intent to vote for,
or delivery of a revocable proxy to such proponent, does not require disclosure under this section, but solicitation of other members
by such supporting member would require disclosure under this section) such nomination(s) or proposal(s), and to the extent known the
class and number of all shares of the Company’s share capital owned beneficially or of record by, and any other information contemplated
by clause (iii) of this article 58(a) with respect to, such other member(s) or other beneficial owner(s); (vii) all information that
would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) of the Exchange Act or an amendment pursuant to Rule
13d-2(a) of the Exchange Act if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated
thereunder by such member, such beneficial owner and their respective affiliates or associates, or others acting in concert therewith,
if any; and (viii) any other information relating to such member such beneficial owner or any of their respective affiliates or associates,
or others acting in concert therewith, if any, that would be required to be disclosed in a proxy statement and form or proxy or other
filings required to be made in connection with solicitations of proxies for, as applicable, the business proposal and/or for the election
of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. |
| (b) | If the notice includes any business other than a nomination of a Director or Directors that the member
proposes to bring before the meeting, a member’s notice must, in addition to the matters set forth in article 58(a), also set forth:
(i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting
and any material interest of such member such beneficial owner and each of their respective affiliates or associates, or others acting
in concert therewith, if any, in such business, (ii) the text of the business proposal (including the text of any resolutions proposed
for consideration and, in the event that such proposal includes a proposal to amend these articles, the text of the proposed amendment),
and (iii) a description of all agreements, arrangements and understandings between such member, such beneficial owner and each of their
respective affiliates or associates, or others acting in concert therewith, if any, on the one hand, and any other person or persons (including
their names), on the other hand, in connection with the business proposal by such member. |
| (c) | As to each individual, if any, whom the member proposes to nominate for election or re-election to the
Board, a member’s notice must, in addition to the matters set forth in article 58(a), also set forth: (i) the name, age, business
and residence address of such person; (ii) the principal occupation or employment of such person (present and for the past five (5) years);(iii)
the completed and signed questionnaire and representation agreement required by article 64; (iv) all information relating to such
individual that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations
of proxies for election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder (including such individual’s written consent to being named in a proxy statement as a nominee) and a written
statement of intent to serve as a Director for the full term if elected; and (v) a description of all direct and indirect compensation
and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships,
between or among such member and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert
therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert
therewith, on the other hand, including, without limitation all biographical and related party transaction and other information that
would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-Κ under the Exchange Act if the member making
the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person
acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a Director or executive
officer of such registrant. |
| (d) | In addition, to be considered timely, a member’s notice shall further be updated and supplemented,
if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date
for determining the Holders entitled to notice of the meeting (or any adjournment, recess, rescheduling or postponement thereof) and as
of the date that is ten (10) days prior to the meeting (or any adjournment, recess, rescheduling or postponement thereof), and such update
and supplement shall be delivered to the Secretary at the Office not later than (a) the later of (i) ten (10) days after the record date
for determining the Holders entitled to notice of the meeting (or any adjournment, recess, rescheduling or postponement thereof) or (ii)
the first public announcement of the date of notice of such record date in the case of the update and supplement required to be made as
of the record date, and (b) not later than eight (8) days prior to the date for the meeting (or any adjournment, recess, rescheduling
or postponement thereof) in the case of the update and supplement required to be made as of ten (10) days prior to the meeting or any
adjournment, recess, rescheduling or postponement thereof. The obligation to update and supplement as set forth in this article 58(d)
or any other article shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a member, extend
any applicable deadlines under these articles or enable or be deemed to permit a member who has previously submitted notice under these
articles to amend or update any nomination or business proposal or to submit any new nomination or business proposal, including by changing
or adding nominees, matters, business and or resolutions proposed to be brought before a meeting of the members. In addition, if the member
giving the notice has delivered to the Company a notice relating to the nomination of Directors, the member giving the notice shall deliver
to the Company no later than five (5) business days prior to the date of the meeting or, if practicable, any adjournment, recess, rescheduling
or postponement thereof (or, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned,
recessed, rescheduled, or postponed) reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act. |
| (e) | The Company may also, as a condition to any such nomination or business being deemed properly brought
before an annual or extraordinary general meeting, require any member giving the notice and the beneficial owner, if any, on whose behalf
the nomination or business proposal, as applicable, is made, or any proposed nominee to deliver to the Secretary, within five (5) business
days of any such request, such other information as may reasonably be required by the Company or the Board, in its sole discretion, to
determine (a) the eligibility of such proposed nominee to serve as a Director, (b) whether such nominee qualifies as an “independent
director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any
publicly disclosed corporate governance guideline or committee charter of the Company or (c) such other information that the Board determines,
in its sole discretion, could be material to a reasonable member’s understanding of the independence, or lack thereof, of such nominee.
Notwithstanding anything to the contrary, only persons who are nominated in accordance with the procedures set forth in these articles,
including, without limitation, articles 44 to 45 and articles 56 to 65 shall be eligible for election as Directors; and |
| (f) | Notwithstanding anything to the contrary in these articles 56 to 65, to the extent the Holder giving the
notice is acting solely at the direction of the beneficial owner and not also on its own behalf or in concert with a beneficial owner,
and is not an affiliate or associate or such beneficial owner, information otherwise required by clauses (iii), (iv), (v) and (vi) of
article 58(a) shall not be required of or with respect to such Holder. |
| 59. | Notwithstanding the provisions of these articles, a member giving the notice shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these articles;
provided, however, that any references in these articles to the Exchange Act or the rules promulgated thereunder are not intended to and
shall not limit the separate and additional requirements set forth in these articles with respect to nominations or proposals as to any
other business to be considered. |
| 60. | Only persons who are nominated by members in accordance with the procedures set forth in article 44
to 45 and articles 56 to 65 shall be eligible to be elected at an annual or extraordinary general meeting of members of the Company
to serve as Directors and only such business shall be conducted at a meeting of members as shall have been brought before the meeting
in accordance with the procedures set forth in articles 44 to 45 and articles 56 to 65. The procedures set forth in articles 44
to 45 and articles 56 to 65 for nomination for the election of Directors by members are in addition to, and not in limitation of, any
procedures now in effect or hereafter adopted by or at the direction of the Board or any committee thereof. |
| 61. | Notwithstanding the foregoing provisions of article 44 and articles 56 to 65, if the member
giving the notice (or a qualified representative thereof) does not appear at the annual or extraordinary general meeting of members of
the Company to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. |
| 62. | Except as otherwise provided by law, the Board or the Chairman of the meeting shall have the power (a)
to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be,
in accordance with the procedures set forth in articles 44 and 45 and articles 56 to 65 (including whether the member or beneficial
owner, if any, on whose behalf the nomination or business proposal is made solicited (or is part of a group which solicited) or did not
so solicit, as the case may be, proxies in support of such member’s nominee or business proposal in compliance with such member’s
representation as required by article 59(a)(v)) and (b) if any nomination or proposal was not made or proposed in compliance with articles
44 and 45 and articles 56 to 65, or if any of the information provided to the Company pursuant to articles 44 and 45 and articles 56
to 65 was inaccurate, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. |
| 63. | Nothing in these articles shall be deemed to affect any rights: (a) of members to request inclusion of
business proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act; (b) of the holders of any series
of preferred shares if and to the extent provided for under law, the memorandum of association or these articles or (c) of members of
the Company to bring business before an extraordinary general meeting pursuant to the valid exercise of power granted to them under Section 178
of the Act. Subject to Rule 14a-8 under the Exchange Act, nothing in these articles shall be construed to permit any member, or give any
member the right, to include or have disseminated or described in the Company’s proxy statement any nomination of Director or Directors
or any other business proposal, unless such Member has complied with these articles, including the provision to the Company of notices
required thereunder in a timely manner. |
| 64. | To be eligible to be a nominee of any member for election or re-election as a Director of the Company,
a person must deliver (in accordance with the time periods prescribed for delivery of notice under these articles 56 to 65) to the
Secretary at the Office a written questionnaire with respect to the background and qualification of such individual and the background
of any other person or entity on whose behalf, directly or indirectly, the nomination is being made, and a written representation and
agreement (in the form of such questionnaire and representation and agreement provided by the Secretary, which form shall be provided
by the Secretary upon written request of any member giving the notice and the beneficial owner, if any, on whose behalf the nomination
or business proposal, as applicable, is made; provided such written request identifies both the member making such request and the beneficial
owner(s), if any, on whose behalf such request is being made) that such individual: |
| (a) | (1) is not and will not become a party to: (a) any agreement, arrangement or understanding with, and has
not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any
issue or question (a “Voting Commitment”) that has not been disclosed to the Company; and (b) any Voting Commitment
that could limit or interfere with such individual’s ability to comply, if elected as a Director, with such individual’s fiduciary
duties under applicable law; and (2) is not and will not become a party to any agreement, arrangement or understanding with any person
or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with
service or action as a Director that has not been disclosed therein; |
| (b) | agrees to promptly provide to the Company such other information as the Company may reasonably request
and; |
| (c) | in such individual’s personal capacity and on behalf of any person or entity on whose behalf, directly
or indirectly, the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable corporate
governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company publicly disclosed
from time to time. |
| 65. | Any individual who is nominated for election to the Board, including pursuant to these articles 44
and 45 and articles 56 to 65 shall tender an irrevocable resignation in advance of the general meeting. Unless otherwise resolved
by the Board, such resignation shall become effective if the Board resolves that (a) the information provided to the Company by an individual
who is nominated for election to the Board, including pursuant to any of articles 44 to 45 and articles 56 to 65, as applicable,
or, if applicable, by the member who nominated such person under any of articles 44 to 45 and articles 56 to 65, applicable, and
the beneficial owner, if any, on whose behalf the nomination was made, was untrue in any material respect or omitted to state a material
fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (b)
such individual or, if applicable, the member who nominated such individual under any of articles 44 to 45 and articles 56 to 65,
as applicable, and the beneficial owner, if any, on whose behalf the nomination was made, shall have breached any representations or obligations
owed to the Company under these articles. |
VOTES OF MEMBERS
| 66. | Subject to any special rights or restrictions as to voting for the time being attached by or in accordance
with these articles to any class of shares, every member who is present in person or by proxy shall have one vote for each share of which
he is the Holder. |
| 67. | When there are joint Holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose, seniority shall be determined by the
order in which the names stand in the Register. |
| 68. | A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction
(whether in Ireland or elsewhere) in matters concerning mental disorder, may vote, on a poll, by his committee, receiver, guardian or
other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a poll. Evidence
to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office
or at such other address as is specified in accordance with these articles for the receipt of appointments of proxy and in default the
right to vote shall not be exercisable. |
| 69. | No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting
at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any
such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive. |
| 70. | Votes may be given either personally or by proxy. |
| 71. | (a) |
Every member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf and may appoint
more than one proxy to attend, speak and vote at the same meeting. The appointment of a proxy shall be in any form which the Directors
may approve (subject to compliance with any requirements as to form prescribed by the Act and the Exchange Act) and, if required by the
Company, shall be signed by or on behalf of the appointor. In relation to written proxies, a body corporate must sign a form of proxy
under its common seal (if applicable) or under the hand of a duly authorised officer or attorney thereof. A proxy need not be a member
of the Company. The appointment of a proxy in electronic or other form shall only be effective in such manner as the Directors may approve
and subject to any requirements of the Act. An instrument or other form of communication appointing or evidencing the appointment of
a proxy or a corporate representative (other than a standing proxy or representative) together with such evidence as to its due execution
as the Board may from time to time require, may be returned to the address or addresses stated in the notice of meeting or adjourned
meeting or any other information or communication by such time or times as may be specified by the Board in the notice of meeting or
adjourned meeting or in any other such information or communication (which times may differ when more than one place is so specified)
or, if no such time is specified, at any time prior to the holding of the relevant meeting or adjourned meeting at which the appointee
proposes to vote, and, subject to the Act, if not so delivered the appointment shall not be treated as valid. |
| (b) | Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to
be made by means of an electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments
or revocations of, any such electronic or internet communication or facility to be made. For the avoidance of doubt, such appointments
of proxy as made by electronic or internet communication or facility as permitted by the Directors will be deemed to be deposited at the
place specified for such purpose once received by the Company. The Directors may in addition prescribe the method of determining the time
at which any such electronic or internet communication or facility is to be treated as received by the Company. The Directors may treat
any such electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Holder of a share
as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder. |
| 72. | Any body corporate which is a member of the Company may authorise such person as it thinks fit to act
as its representative at any meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled
to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual
member of the Company. The Company may require evidence from the body corporate of the due authorisation of such person to act as the
representative of the relevant body corporate. |
| 73. | An appointment of proxy relating to more than one meeting (including any adjournment thereof) having once
been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company
for the purposes of any subsequent meeting to which it relates. |
| 74. | Receipt by the Company of an appointment of proxy in respect of a meeting shall not preclude a member
from attending and voting at the meeting or at any adjournment thereof. An appointment proxy shall be valid, unless the contrary is stated
therein, as well for any adjournment of the meeting as for the meeting to which it relates. |
| 75. | (a) |
A vote given in accordance with the terms of an appointment of proxy or a resolution authorising a representative to act on behalf of
a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the appointment of proxy
or of the authority under which the proxy was appointed or of the resolution authorising the representative to act or transfer of the
share in respect of which the proxy was appointed or the authorisation of the representative to act was given, provided that no intimation
in writing (whether in electronic form or otherwise) of such death, insanity, revocation or transfer shall have been received by the
Company at the Office before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used or at which
the representative acts. |
| (b) | The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members
forms for the appointment of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class
meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative. |
| 76. | Subject to the Act and the Exchange Act, a resolution in writing signed by all of the members for the
time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives)
shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened
and held, and may consist of several documents in like form each signed by one or more persons, and if described as a special resolution
shall be deemed to be a special resolution within the meaning of the Act. Any such resolution shall be served on the Company. |
DIRECTORS
| 77. | The number of Directors shall be as the Board may determine from time to time, but shall not be less than
two nor more than twenty unless otherwise determined by the Company in a general meeting. The continuing Directors may act notwithstanding
any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed minimum the remaining Director
or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general
meeting of the Company for the purpose of making such appointment. If, at any annual general meeting of the Company, the number of Directors
is reduced below the prescribed minimum due to the failure of any Directors to be re-elected, then in those circumstances, the two Directors
which receive the highest number of votes in favour of re-election shall be re-elected and shall remain Directors until such time as additional
Directors have been appointed to replace them as Directors. If, at any annual general meeting of the Company, the number of Directors
is reduced below the prescribed minimum in any circumstances where one Director is re-elected, then that Director shall hold office until
the next annual general meeting and the Director which (excluding the re-elected Director) receives the highest number of votes in favour
of re-election shall be re-elected and shall remain a Director until such time as one or more additional Directors have been appointed
to replace him or her. If there are no Director or Directors able or willing to act then any two members may summon a general meeting
for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Act
and these articles) only until the conclusion of the annual general meeting of the Company next following such appointment unless he is
re-elected during such meeting. |
| 78. | Each Director (whether or not an employee) shall be paid a fee or other remuneration for their services
at such rate and/or on such basis as may from time to time be determined by the Board. The Directors may also be paid all travelling,
hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors
or general meetings of the Company or in connection with the business of the Company. The amount, rate or basis of the fees, remuneration
or expenses paid to the Directors shall not require approval or ratification by the Company in a general meeting. |
| 79. | If any Director shall be called upon to perform extra services which in the opinion of the Directors are
outside the scope of the ordinary duties of a Director, the Company may remunerate such Director either by a fixed sum or by a percentage
of profits or otherwise as may be determined by a resolution passed at a meeting of the Directors and such remuneration may be either
in addition to or in substitution for any other remuneration to which he may be entitled as a Director. |
| 80. | A Director (whether or not a member of the Company) shall be entitled to attend and speak at general meetings. |
| 81. | Unless the Company otherwise directs, a Director of the Company may be or become a Director or other officer
of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as Holder or otherwise,
and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer
of, or from his interest in, such other company. |
BORROWING POWERS
| 82. | Subject to the Act, the Directors may exercise all the powers of the Company to borrow or raise money,
and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof and to issue debentures, debenture
stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third
party, without any limitation as to amount. |
POWERS AND DUTIES OF THE DIRECTORS
| 83. | The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting
and registering the Company and may exercise all such powers of the Company as are not, by the Act or by these articles, required to be
exercised by the Company in general meeting, subject, nevertheless, to any of these articles and to the provisions of the Act. |
| 84. | The Directors may from time to time and at any time by power of attorney appoint any company, firm or
person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these
articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions
for the protection of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney
to delegate all or any of the powers, authorities and discretions vested in him. |
| 85. | The Company may exercise the powers conferred by the Act with regard to having an official seal for use
abroad and such powers shall be vested in the Directors. |
86.
| (a) | Each Director is expressly permitted (for the purposes of Section 228(1)(d) of the Act) to use vehicles,
telephones, computers, accommodation and any other Company property as may be specified by the directors where such use is approved by
the Board or by any person so authorised by the Board or as permitted by their terms of employment or appointment. |
| (b) | A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract
with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with the Act. |
| (c) | As recognised by section 228(1)(e) of the Act, the Directors may agree to restrict their power to exercise
an independent judgement but only where this has been approved by a resolution of the Board of the Company. |
| (d) | Nothing in section 228(1)(d) or section 228(1)(f) of the Act shall restrict a Director from engaging directly
or indirectly in the same or similar business activities or lines of business as the Company or any of its subsidiaries. To the fullest
extent permitted by applicable law, the Company renounces any interest or expectancy of the Company and its subsidiaries in, or in being
offered an opportunity to participate in, business opportunities that may from time to time be presented to Directors other than in their
role as directors of the Company, even if the opportunity is one that the Company or its subsidiaries might reasonably be expected to
have pursued or had the ability or desire to pursue if granted the opportunity to do so. The Directors shall have no duty to communicate
or offer such business opportunity to the Company and, to the fullest extent permitted by applicable law, shall not be deemed to have
breached any fiduciary or other duty solely by reason of the fact that such Director pursues or acquires such business opportunity, directs
such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity,
to the Company or any of its subsidiaries. Without prejudice to the generality of the foregoing, a business opportunity shall not be deemed
to be an opportunity of the Company if it is an opportunity that the Company is not financially able or contractually permitted or legally
able to undertake, or that is, by its nature, not in line with the Company’s business or is of no advantage to it or is one in which
the Company has no interest or reasonable prospect. |
| 87. | Save as otherwise provided by these articles, a Director shall not vote at a meeting of the Directors
or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material
or a duty which conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at
a meeting in relation to any such resolution on which he is not entitled to vote. |
| (a) | A Director shall be entitled (in the absence of some other material interest than is indicated below)
to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely: |
| (i) | the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company
or any of its subsidiary or associated companies or obligations incurred by him or by any other person at the request of or for the benefit
of the Company or any of its subsidiary or associated companies; |
| (ii) | the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation
of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and
whether alone or jointly with others under a guarantee or indemnity or by the giving of security; |
| (iii) | any proposal concerning any offer of shares or debentures or other securities of or by the Company or
any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a
participant in the underwriting or sub-underwriting thereof; |
| (iv) | any proposal concerning any other company in which he is interested, directly or indirectly and whether
as an officer or member or otherwise howsoever, provided that he is not the Holder of or beneficially interested in 1% or more of the
issued shares of any class of such company or of the voting rights available to members of such company (or of a third company through
which his interest is derived) (any such interest being deemed for the purposes of this article to be a material interest in all circumstances); |
| (v) | any proposal concerning the adoption, modification or operation of a superannuation fund or retirement
benefits scheme under which he may benefit; |
| (vi) | any proposal concerning the adoption, modification or operation of any scheme or plan for the remuneration
or reward of any employee, officer or Director (or any of them) of the Company and/or any subsidiary thereof, including (without limitation)
in relation to the award or acquisition of shares (or any interest in shares), under which the Director benefits or may benefit; or |
| (vii) | any proposal concerning the giving of any indemnity pursuant to article 139(a) or the discharge of the
cost of any insurance coverage purchased or maintained pursuant to article 94 and article 139(b). |
| (b) | Where proposals are under consideration concerning the appointment (including fixing or varying the terms
of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested,
such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned
(if not debarred from voting under sub-paragraph (a)(iv) of this article) shall be entitled to vote (and be counted in the quorum) in
respect of each resolution except that concerning his own appointment, |
| (c) | If a question arises at a meeting of Directors or of a committee of Directors as to the materiality of
a Director’s interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to
abstain from voting, such question may be referred, before the conclusion of the meeting, to the Chairman of the meeting and his ruling
in relation to any Director other than himself shall be final and conclusive. In relation to the Chairman, such question may be resolved
by a resolution of a majority of the Directors (other than the Chairman) present at the meeting at which the question first arises. |
| (d) | For the purposes of this article, an interest of a person who is the spouse or a minor child of a Director
shall be treated as an interest of the Director. |
| (e) | The Company by Ordinary Resolution may suspend or relax the provisions of this article to any extent or
ratify any transaction not duly authorised by reason of a contravention of this article. |
| 88. | A Director may hold and be remunerated in respect of any other office or place of profit under the Company
or any other company in which the Company may be interested (other than the office of auditor of the Company or any subsidiary thereof)
in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine,
and no Director or intending Director shall be disqualified by his office from contracting or being interested, directly or indirectly,
in any contract or arrangement with the Company or any such other company either with regard to his tenure of any such other office or
place of profit or as vendor, purchaser or otherwise nor shall any Director so contracting or being so interested be liable to account
to the Company for any profits and advantages accruing to him from any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relationship thereby established. |
| 89. | The Directors may exercise the voting powers conferred by shares of any other company held or owned by
the Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour of any
resolution appointing the Directors or any of them as Directors or officers of such other company or providing for the payment of remuneration
or pensions to the Directors or officers of such other company. |
| 90. | Any Director may act by himself or his firm in a professional capacity for the Company, and he or his
firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise
a Director or his firm to act as auditor to the Company. |
| 91. | All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts
for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or
persons and in such manner as the Directors shall from time to time by resolution determine. |
| 92. | The Directors shall cause minutes to be made in books provided for the purpose: |
| (a) | of all appointments of officers made by the Directors; |
| (b) | of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
and |
| (c) | of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees
of Directors. |
| 93. | The Directors may procure the establishment and maintenance of or participate in, or contribute to any
non-contributory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement for the
benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons
(including Directors or other officers) who are or shall have been at any time in the employment or service of the Company or of any company
which is or was a subsidiary of the Company or of the predecessor in business of the Company or any such subsidiary or holding Company
and the wives, widows, families, relatives or dependants of any such persons. The Directors may also procure the establishment and subsidy
of or subscription to and support of any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such
persons as aforesaid or otherwise to advance the interests and well being of the Company or of any such other Company as aforesaid, or
its members, and payments for or towards the insurance of any such persons as aforesaid and subscriptions or guarantees of money for charitable
or benevolent objects or for any exhibition or for any public, general or useful object. Provided that any Director shall be entitled
to retain any benefit received by him under this article, subject only, where the Act require, to disclosure to the members and the approval
of the Company in general meeting. |
DISQUALIFICATION OF DIRECTORS
| 94. | The office of a Director shall be vacated ipso facto if the Director: |
| (a) | is restricted or disqualified to act as a Director under the Act; or |
| (b) | resigns his office by notice in writing to the Company or in writing offers to resign and the Directors
resolve to accept such offer; or |
| (c) | is requested to resign in writing by not less than three quarters of the other Directors; or |
| (d) | is removed from office under article 99. |
APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS
| 95. | At every annual general meeting of the Company, all of the Directors shall retire from office unless re-elected
by Ordinary Resolution at the annual general meeting. A Director retiring at a meeting shall retain office until the close or adjournment
of the meeting. |
| 96. | Every Director shall be eligible to stand for re-election at an annual general meeting in accordance with
articles 44 to 65. |
| 97. | If a Director offers himself for re-election, he shall be deemed to have been re-elected, unless at such
meeting the Ordinary Resolution for the re-election of such Director has been defeated. |
| 98. | The Company may from time to time by Special Resolution increase or reduce the maximum number of Directors. |
| 99. | The Company may, by Ordinary Resolution, of which notice has been given in accordance with the Act, remove
any Director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the
Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract
of service between him and the Company. |
| 100. | The Company may, by Ordinary Resolution, appoint another person in place of a Director removed from office
under article 99 and without prejudice to the powers of the Directors under article 77, the Company in general meeting by Ordinary Resolution
may appoint any person to be a Director either to fill a casual vacancy or as an additional Director; provided that the appointment does
not cause the number of Directors to exceed the maximum number of Directors as determined by the Board in accordance with article 77,
and further provided that if, at the time the Company files its definitive proxy statement for any general meeting of the Company, the
number of persons who are at such time validly nominated in accordance with these articles for election or re-election as Directors (such
person collectively, the “Director Nominees”) exceeds the maximum number of Directors as determined by the Board in
accordance with article 77 (the “Available Director Positions”, and such an election, a “contested election”)
(whether to fill a vacancy pursuant to this article 100 arising from a removal or if members have the right to nominate directors for
election at an annual general meeting or otherwise), then those Director Nominees in number equal to the Available Director Positions
who receive the highest number of votes in favour of their election (whether or not such votes in favour represent, with respect to each
such Director Nominee, a majority of the votes cast in respect of the election of such Director Nominee) by the members present in person
or represented by proxy at such meeting and entitled to vote on the election of Directors shall be appointed Directors. For clarity, notwithstanding
the withdrawal of any nominations for Directors in a contested election subsequent to the time the Company files its definitive proxy
statement, the plurality voting provisions of the proviso in this article 100 will continue to apply to the election of Directors at any
such meeting. If such members do not appoint a Director to fill such vacancy within 45 days after the occurrence of such vacancy, the
Board may appoint a Director to fill such vacancy until the next meeting of the members held for the purpose of electing Directors. If
not re-appointed at such general meeting, such Director shall vacate office at the conclusion thereof. The Directors are not entitled
to appoint alternate directors. |
| 101. | The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or
as an additional Director, provided that the appointment does not cause the number of Directors to exceed the maximum number of Directors
as determined by the Board in accordance with article 77. A Director so appointed shall hold office only until the next following annual
general meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof. The
Directors are not entitled to appoint alternate directors. |
102.
| (a) | The Directors may appoint (and remove) any person to fill the position of Secretary (including more than
one Secretary to act as joint secretary). |
| (b) | It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of
all meetings of the members and Board of the Company, and of its committees, and to authenticate records of the Company. The Secretary
shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary
so appointed may be removed by them. |
| (c) | A provision of the Act or these articles requiring or authorising a thing to be done by or to a Director
and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the
Secretary. |
| (d) | The Secretary may appoint (and remove) any one or more persons as Assistant Secretary from time to time,
who may be delegated such functions of the Secretary as the Secretary may determine from time to time. |
| (e) | Without limitation to the preceding paragraph, the Secretary may delegate any of his functions to such
one or more persons (including individuals, bodies corporate or firms) as may be nominated by the Secretary from time to time. |
| (f) | In addition to the Board’s power to delegate to committees pursuant to article 107, the Board may
delegate any of its powers to any individual Director or member of the management of the Company or any of its subsidiaries as it sees
fit; any such individual shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by
the Board. The Board shall also have the power to appoint and remove officers of the Company including, but not limited to, chief executive
officer, president, vice president, treasurer, controller and assistant treasurer. |
PROCEEDINGS OF DIRECTORS
| 103. | (a) |
The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they may think fit. The
quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors in office at the time when
the meeting is convened. Questions arising at any meeting shall be decided by a majority of votes cast by Directors present or represented
at such meeting. Each Director present and voting shall have one vote. |
| (b) | Any Director may participate in a meeting of the Directors by means of telephonic or other such communication
whereby all persons participating in the meeting can hear each other speak, and participation in a meeting in this manner shall be deemed
to constitute presence in person at such meeting and any director may be situated in any part of the world for any such meeting. |
| 104. | The Chairman or any four Directors may, and the Secretary on the requisition of the Chairman or any four
Directors shall, at any time summon a meeting of the Directors. |
| 105. | The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their
number is reduced below the number fixed by or pursuant to these articles as the minimum number of Directors, the continuing Directors
or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company
but for no other purpose. |
| 106. | The Directors may elect a Chairman of their meetings and determine the period for which he is to hold
office. Any Director may be elected no matter by whom he was appointed but if no such Chairman is elected, or if at any meeting the Chairman
is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number
to be Chairman of the meeting. |
| 107. | The Board may from time to time designate committees of the Board, with such powers and duties as the
Board may decide to confer on such committees, and shall, for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent
or disqualified member at any meeting of the committee. Adequate provision shall be made for notice to members of all meetings; a majority
of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute
a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without
a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings
of such committees. |
| 108. | A committee may elect a chairman of its meeting. If no such chairman is elected, or if at any meeting
the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their
number to be chairman of the meeting. |
| 109. | All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as
a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director
or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed
and was qualified to be a Director. |
| 110. | Notwithstanding anything in these articles or in the Act which might be construed as providing to the
contrary, notice of every meeting of the Directors shall be given to all Directors either by mail, telephone, email, or any other electronic
means on not less than 48 hours’ notice, or on such shorter notice as person or persons calling such meeting may deem necessary
or appropriate and which is reasonable in the circumstances and shall specify the purpose of such meeting and provide other customary
information regarding the topics to be considered. Any Director may waive any notice required to be given under these articles, and the
attendance of a Director at a meeting shall be deemed to be a waiver by such Director. |
| 111. | A resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic
signature, advanced electronic signature or otherwise as approved by the Directors) by all the Directors entitled to receive notice of
a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the
case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one
or more Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors
shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means
of transmitting the contents of documents. |
THE SEAL
| 112. | (a) |
The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Act) shall be used only by the
authority of the Directors or of a committee authorised by the Directors and that every instrument to which the seal shall be affixed
shall be signed by a Director or some other person appointed by the Directors for that purpose. |
| (b) | The Company may exercise the powers conferred by the Act with regard to having an official seal for use
abroad and such powers shall be vested in the Directors. |
DIVIDENDS AND RESERVES
| 113. | The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended
by the Directors. |
| 114. | The Directors may from time to time pay to the members such interim dividends as appear to the Directors
to be justified by the profits of the Company. |
| 115. | No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of the
Act. |
| 116. | The Directors may, before recommending any dividend, set aside out of the profits of the Company such
sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which
the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business
of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the
same to reserve, carry forward any profits which they may think it prudent not to divide. |
| 117. | Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid. All
dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions
of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend
as from a particular date, such share shall rank for dividend accordingly. |
| 118. | The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately
payable by him to the Company in relation to the shares of the Company. |
| 119. | Any general meeting declaring a dividend or bonus and any resolution of the Directors declaring an interim
dividend may direct payment of such dividend or bonus or interim dividend wholly or partly by the distribution of specific assets and
in particular of paid up shares, debentures or debenture stocks of any other company or in any one or more of such ways, and the Directors
shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same
as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof and may determine
that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties,
and may vest any such specific assets in trustees as may seem expedient to the Directors. |
| 120. | Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by
post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders,
to the registered address of that one of the joint Holders who is first named on the members Register or to such person and to such address
as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly
entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend
or other distribution may also be paid by any other method (including payment in a currency other than US$, electronic funds transfer,
direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any member who elects for such
method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect
of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such
methods. |
| 121. | No dividend shall bear interest against the Company. |
| 122. | If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date
of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend
or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. |
ACCOUNTS
| 123. | (a) |
The Company shall cause to be kept adequate accounting records, whether in the form of documents, electronic form or otherwise, that: |
| (i) | correctly record and explain the transactions of the Company; |
| (ii) | will enable, at any time, the assets, liabilities, financial position and profit or loss of the Company
to be determined with reasonable accuracy; |
| (iii) | will enable the Directors to ensure that any financial statements of the Company comply with the requirements
of the Act; and |
| (iv) | will enable those financial statements of the Company to be readily and properly audited. |
Accounting records shall be kept on a
continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Adequate accounting
records shall be deemed to have been maintained if they comply with the provisions of the Act and explain the Company’s transactions
and facilitate the preparation of financial statements that give a true and fair view of the assets, liabilities, financial position and
profit and loss of the Company and, if relevant, the Group and include any information and returns referred to in section 283(2) of the
Act.
The Company may send by post, electronic
mail or any other means of electronic communication a summary financial statement to its members or persons nominated by any member. The
Company may meet, but shall be under no obligation to meet, any request from any of its members to be sent additional copies of its full
report and accounts or summary financial statement or other communications with its members provided that, where the Directors elect to
send summary financial statements to the members, any member may require that he be sent a copy of the statutory financial statements
of the Company.
| (b) | The accounting records shall be kept at the Office or, subject to the provisions of the Act, at such other
place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors. |
| (c) | In accordance with the provisions of the Act, the Directors shall cause to be prepared and to be laid
before the annual general meeting of the Company from time to time such statutory financial statements and reports as are required by
the Act to be prepared and laid before such meeting. |
| (d) | A copy of every statutory financial statement of the Company (including every document required by law
to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’
report, or summary financial statements prepared in accordance with section 1119 of the Act, and Auditors’ report shall be sent
by post, electronic mail or any other means of communication (electronic or otherwise), not less than twenty-one Clear Days before the
date of the annual general meeting, to every person entitled under the provisions of the Act to receive them; provided that in the case
of those documents sent by electronic mail or any other means of electronic communication, such documents shall be sent with the consent
of the recipient, to the address of the recipient notified to the Company by the recipient for such purposes. |
| 124. | The Directors shall determine from time to time whether and to what extent and at what times and places
and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members,
not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company
except as conferred by the Act or authorised by the Directors or by the Company in general meeting. No member shall be entitled to require
discovery of or any information respecting any detail of the Company’s trading, or any matter which is or may be in the nature of
a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the Company and which in the opinion
of the Directors it would be inexpedient in the interests of the members of the Company to communicate to the public. |
CAPITALISATION OF PROFITS
| 125. | Without prejudice to any powers conferred on the Directors as aforesaid and subject to the Directors’
authority to issue and allot shares under articles 8(c) and 8(d), the Directors may resolve to capitalise any part of the amount for the
time being standing to the credit of any of the Company’s reserve accounts (including any capital redemption reserve fund, share
premium account, any undenominated capital, any sum representing unrealised revaluation reserves, merger reserves or other reserve account
not available for distribution) or to the credit of the profit and loss account which is not available for distribution by applying such
sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company who would have been
entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions). Whenever such
a resolution is passed in pursuance of-this article, the Directors shall make all appropriations and applications of the amounts resolved
to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any. Any such capitalisation will not require
approval or ratification by the members of the Company. |
| 126. | Without prejudice to any powers conferred on the Directors by these articles, and subject to the Directors’
authority to issue and allot shares under articles 8(c) and 8(d), the Directors may resolve that any sum for the time being standing to
the credit of any of the Company’s reserve accounts (including any reserve account available for distribution) or to the credit
of the profit and loss account be capitalised and applied on behalf of the members who would have been entitled to receive that sum if
it had been distributed by way of dividend (and in the same proportions) either in or towards paying up amounts for the time being unpaid
on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal
to the sum capitalised (such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Holders
in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposes for which sums standing
to the credit of the capital redemption reserve fund or the share premium account or any undenominated capital shall be applied shall
be those permitted by the Act. |
| 127. | The Directors may from time to time at their discretion, subject to the provisions of the Act and, in
particular, to their being duly authorised pursuant to Section 1021 of the Act, to allot the relevant shares, offer to the Holders of
ordinary shares the right to elect to receive in lieu of any dividend or proposed dividend or part thereof an allotment of additional
ordinary shares credited as fully paid. In any such case the following provisions shall apply. |
| (i) | The basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient
in the Directors’ absolute discretion, the value (calculated by reference to the average quotation) of the additional ordinary shares
(excluding any fractional entitlement) to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the
“average quotation” of an ordinary share shall be the average of the five amounts resulting from determining whichever of
the following ((A), (B) or (C) specified below) in respect of ordinary shares shall be appropriate for each of the first five business
days on which ordinary shares are quoted “ex” the relevant dividend and as determined from the information published by the
New York Stock Exchange reporting the business done on each of these five business days: |
| (A) | if there shall be more than one dealing reported for the day, the average of the prices at which such
dealings took place; or |
| (B) | if there shall be only one dealing reported for the day, the price at which such dealing took place; or |
| (C) | if there shall not be any dealing reported for the day, the average of the closing bid and offer prices
for the day; |
and if there shall be only a bid (but
not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular
day then that day shall not count as one of the said five business days for the purposes of determining the average quotation. If the
means of providing the foregoing information as to dealings and prices by reference to which the average quotation is to be determined
is altered or is replaced by some other means, then the average quotation shall be determined on the basis of the equivalent information
published by the relevant authority in relation to dealings on the New York Stock Exchange or its equivalent.
| (ii) | The Directors shall give notice in writing (whether in electronic form or otherwise) to the Holders of
ordinary shares of the right of election offered to them and shall send with or following such notice forms of election and specify the
procedure to be followed and the place at which, and the latest date and time by which, duly completed forms of election must be lodged
in order to be effective. The Directors may also issue forms under which Holders may elect in advance to receive new ordinary shares instead
of dividends in respect of future dividends not yet declared (and, therefore, in respect of which the basis of allotment shall not yet
have been determined). |
| (iii) | The dividend (or that part of the dividend in respect of which a right of election has been offered) shall
not be payable on ordinary shares in respect of which the right of election as aforesaid has been duly exercised (the “Subject Ordinary
Shares”) and in lieu thereof additional ordinary shares (but not any fraction of a share) shall be allotted to the Holders of the
Subject Ordinary Shares on the basis of allotment determined aforesaid and for such purpose the Directors shall capitalise, out of such
of the sums standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund or share premium
account) or to the credit of the profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of
additional ordinary shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued ordinary
shares for allotment and distribution to and amongst the holders of the Subject Ordinary Shares on such basis. |
| 128. | (a) |
Any additional ordinary shares allotted pursuant to articles 125, 126 or 127 shall rank pari passu in all respects with the fully paid
ordinary shares then in issue save only as regards participation in the relevant dividend or share election in lieu. |
| (b) | The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation
pursuant to articles 125, 126 or 127 with full power to the Directors to make such provisions as they think fit where shares would otherwise
have been distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded and the
benefit of fractional entitlements accrues to the Company rather than to the holders concerned). The Directors may authorise any person
to enter on behalf of all the Holders interested into an agreement with the Company providing for such capitalisation and matters incidental
thereto and any agreement made under such authority shall be effective and binding on all concerned. |
| (c) | The Directors may on any occasion determine that rights of election shall not be offered to any Holders
of ordinary shares who are citizens or residents of any territory where the making or publication of an offer of rights of election or
any exercise of rights of election or any purported acceptance of the same would or might be unlawful, and in such event the provisions
aforesaid shall be read and construed subject to such determination. |
ΑUDΙΤ
| 129. | Auditors shall be appointed and their duties regulated in accordance with the Act or any statutory amendment
thereof. |
NOTICES
| 130. | Any notice to be given, served, sent or delivered pursuant to these articles shall be in writing (whether
in electronic form or otherwise). |
| 131. | (a) |
A notice or document to be given, served, sent or delivered in pursuance of these articles may be given to, served on or delivered to
any member by the Company; |
| (i) | by handing same to him or his authorised agent; |
| (ii) | by leaving the same at his registered address; |
| (iii) | by sending the same by the post in a pre-paid cover addressed to him at his registered address; or |
| (iv) | by sending, with the consent of the member, the same by means of electronic mail or other means of electronic
communication approved by the Directors, with the consent of the member, to the address of the member notified to the Company by the member
for such purpose (or if not so notified, then to the address of the member last known to the Company) and this article 131(a)(iv) constitutes
permission of the use of electronic means within the meaning of 218(3)(d) of the Act. |
| (b) | For the purposes of these articles and the Act, a document shall be deemed to have been sent to a member
if a notice is given, served, sent or delivered to the member and the notice specifies the website or hotlink or other electronic link
at or through which the member may obtain a copy of the relevant document. |
| (c) | Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(i) or (ii) of this
article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or
his authorised agent, or left at his registered address (as the case may be). |
| (d) | Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iii) of this article,
the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing
it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted. |
| (e) | Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iv) of this article,
the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twelve hours after despatch. |
| (f) | Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee
in bankruptcy, examiner or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered address
of such member, or, in the event of notice given or delivered pursuant to sub-paragraph (a)(iv), if sent to the address notified by the
Company by the member for such purpose notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation
or disability of such member. |
| (g) | Notwithstanding anything contained in this article the Company shall not be obliged to take account of
or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any
part of any jurisdiction or other area other than Ireland. |
| (h) | Any requirement in these articles for the consent of a member in regard to the receipt by such member
of electronic mail or other means of electronic communications approved by the Directors, including the receipt of the Company’s
audited accounts and the directors’ and auditor’s reports thereon, shall be deemed to have been satisfied where the Company
has written to the member informing him/her of its intention to use electronic communications for such purposes and the member has not,
within four weeks of the issue of such notice, served an objection in writing on the Company to such proposal. Where a member has given,
or is deemed to have given, his/her consent to the receipt by such member of electronic mail or other means of electronic communications
approved by the Directors, he/she may revoke such consent at any time by requesting the Company to communicate with him/her in documented
form; provided, however, that such revocation shall not take effect until five days after written notice of the revocation is received
by the Company. |
| (i) | Without prejudice to the provisions of sub-paragraphs (a)(i) and (ii) of this article, if at any time
by reason of the suspension or curtailment of postal services in any territory, the Company is unable effectively to convene a general
meeting by notices sent through the post, a general meeting may be convened by a public announcement and such notice shall be deemed to
have been duly served on all members entitled thereto at noon on the day on which the said public announcement is made. In any such case
the Company shall put a full copy of the notice of the general meeting on its website. |
| 132. | A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint
Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint
Holders. |
| 133. | (a) |
Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any
notice in respect of that share which has been duly given to a person from whom he derives his title. |
| (b) | A notice may be given by the Company to the persons entitled to a share in consequence of the death or
bankruptcy of a member by sending or delivering it, in any manner authorised by these articles for the giving of notice to a member, addressed
to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any
manner in which it might have been given if the death or bankruptcy had not occurred. |
| 134. | The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice
to be given by the Company may be written (in electronic form or otherwise) or printed. |
| 135. | A member present, either in person or by proxy, at any meeting of the Company or the Holders of any class
of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was
called. |
WINDING UP
| 136. | If the Company shall be wound up and the assets available for distribution among the members as such shall
be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly
as may be, the losses shall be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of
the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members
shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding
up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited
as paid up on the said shares held by them respectively. Provided that this article shall not affect the rights of the Holders of shares
issued upon special terms and conditions. |
| 137. | (a) |
In case of a sale by the liquidator under the Act, the liquidator may by the contract of sale agree so as to bind all the members for
the allotment to the members directly of the proceeds of sale in proportion to their respective interests in the Company and may further
by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to
have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish,
prejudice or affect the rights of dissenting members conferred by the said section. |
| (b) | The power of sale of the liquidator shall include a power to sell wholly or partially for debentures,
debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of
carrying out the sale. |
| 138. | If the Company is wound up, the liquidator, with the sanction of a Special Resolution and any other sanction
required by the Act, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried
out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of
such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that
no member shall be compelled to accept any assets upon which there is a liability. |
INDEMNITY
| 139. | (a) |
Subject to the provisions of and so far as may be admitted by the Act, every Director and the Secretary of the Company shall be entitled
to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge
of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate
to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgement
is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty
on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect
of any such act or omission in which relief is granted to him by the Court. |
| (b) | The Directors shall have power to purchase and maintain for any Director, the Secretary or other employees
of the Company insurance against any such liability as referred to in the Act. |
| (c) | As far as is permissible under the Act, the Company shall indemnify any current or former executive officer
of the Company (excluding any present or former Directors of the Company or Secretary of the Company), or any person who is serving or
has served at the request of the Company as a director or executive officer of another company, joint venture, trust or other enterprise,
including any Company subsidiary (each individually, a “Covered Person”), against any expenses, including attorney’s
fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was or
is threatened to be made a party, or is otherwise involved (a “proceeding”), by reason of the fact that he or she is or was
a Covered Person; provided, however, that this provision shall not indemnify any Covered Person against any liability arising out of (a)
any fraud or dishonesty in the performance of such Covered Person’s duty to the Company, or (b) such Covered Party’s conscious,
intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of the Company. Notwithstanding
the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Act or to any person holding
the office of auditor in relation to the Company. |
| (d) | In the case of any threatened, pending or completed action, suit or proceeding by or in the name of the
Company, the Company shall indemnify each Covered Person against expenses, including attorneys’ fees, actually and reasonably incurred
in connection with the defence or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company,
or for conscious, intentional or wilful breach of his or her obligation to act honestly and in good faith with a view to the best interests
of the Company, unless and only to the extent that the Court or the court in which such action or suit was brought shall determine upon
application that despite the adjudication of liability, but in view of all the circumstances of the case, such Covered Person is fairly
and reasonably entitled to indemnity for such expenses as the court shall deem proper. Notwithstanding the preceding sentence, this section
shall not extend to any matter which would render it void pursuant to the Act or to any person holding the office of auditor in relation
to the Company. |
| (e) | Any indemnification under this article (unless ordered by a court) shall be made by the Company only as
authorised in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because
such person has met the applicable standard of conduct set forth in this article. Such determination shall be made by any person or persons
having the authority to act on the matter on behalf of the Company. To the extent, however, that any Covered Person has been successful
on the merits or otherwise in defence of any proceeding, or in defence of any claim, issue or matter therein, such Covered Person shall
be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith,
without necessity of authorisation in the specific case. |
| (f) | As far as permissible under the Act, expenses, including attorneys’ fees, incurred in defending
any proceeding for which indemnification is permitted pursuant to this article shall be paid by the Company in advance of the final disposition
of such proceeding upon receipt by the Board of an undertaking by the particular indemnitee to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the Company pursuant to these articles. |
| (g) | It being the policy of the Company that indemnification of the persons specified in this article shall
be made to the fullest extent permitted by law, the indemnification provided by this article shall not be deemed exclusive (a) of any
other rights to which those seeking indemnification or advancement of expenses may be entitled under these articles, any agreement, any
insurance purchased by the Company, vote of members or disinterested directors, or pursuant to the direction (however embodied) of any
court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity
while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of the Company
or of another company, joint venture, trust or other enterprise which he or she is serving or has served at the request of the Company,
to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth. As used in this article,
references to the “Company” include all constituent companies in a scheme of arrangement, consolidation or merger in which
the Company or a predecessor to the Company by scheme of arrangement, consolidation or merger was involved. The indemnification provided
by this article shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of their heirs, executors,
and administrators. |
UNTRACED HOLDERS
| 140. | (a) |
The Company shall be entitled to sell at the best price reasonably obtainable any share or stock of a member or any share or stock to
which a person is entitled by transmission if and provided that: |
| (i) | for a period of twelve years (not less than three dividends having been declared and paid) no cheque or
warrant sent by the Company through the post in a prepaid letter addressed to the member or to the person entitled by transmission to
the share or stock at his address on the Register or other last known address given by the member or the person entitled by transmission
to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the member or
the person entitled by transmission; and |
| (ii) | at the expiration of the said period of twelve years the Company has given notice by advertisement in
a leading Dublin newspaper and a newspaper circulating in the area in which the address referred to in paragraph (a) of this article is
located of its intention to sell such share or stock; and |
| (iii) | the Company has not during the further period of three months after the date of the advertisement and
prior to the exercise of the power of sale received any communication from the member or person entitled by transmission. |
| (b) | To give effect to any such sale the Company may appoint any person to execute as transferor an instrument
of transfer of such share or stock and such instrument of transfer shall be as effective as if it had been executed by the registered
Holder of or person entitled by transmission to such share or stock. The Company shall account to the member or other person entitled
to such share or stock for the net proceeds of such sale by carrying all monies in respect thereof to a separate account which shall be
a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such member or
other person. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments
(other than shares of the Company or its holding company if any) as the Directors may from time to time think fit. |
| (c) | To the extent necessary in order to comply with any laws or regulations to which the Company is subject
in relation to escheatment, abandonment of property or other similar or analogous laws or regulations (“Applicable Escheatment Laws”),
the Company may deal with any share of any member and any unclaimed cash payments relating to such share in any manner which it sees fit,
including (but not limited to) transferring or selling such share and transferring to third parties any unclaimed cash payments relating
to such share. |
| (d) | The Company may only exercise the powers granted to it in sub-paragraph (a) above in circumstances where
it has complied with, or procured compliance with, the required procedures (as set out in the Applicable Escheatment Laws) with respect
to attempting to identify and locate the relevant member of the Company. |
| (e) | Any stock transfer form to be executed by the Company in order to sell or transfer a share pursuant to
sub-paragraph (a) may be executed in accordance with article 20(a). |
DESTRUCTION OF DOCUMENTS
| 141. | The Company may implement such document destruction policies as it so chooses in relation to any type
of documents (whether in paper, electronic or other formats), and in particular (without limitation to the foregoing) may destroy: |
| (a) | any dividend mandate or any variation or cancellation thereof or any notification of change of name or
address, at any time after the expiry of two years from the date such mandate variation, cancellation or notification was recorded by
the Company; |
| (b) | any instrument of transfer of shares which has been registered, at any time after the expiry of six years
from the date of registration; and |
| (c) | any other document on the basis of which any entry in the Register was made, at any time after the expiry
of six years from the date an entry in the Register was first made in respect of it, |
and it shall be presumed conclusively
in favour of the Company that every share certificate (if any) so destroyed was a valid certificate duly and properly sealed and that
every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document
destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of
the Company provided always that:
| (i) | the foregoing provisions of this article shall apply only to the destruction of a document in good faith
and without express notice to the Company that the preservation of such document was relevant to a claim; |
| (ii) | nothing contained in this article shall be construed as imposing upon the Company any liability in respect
of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled;
and |
| (iii) | references in this article to the destruction of any document include references to its disposal in any
manner. |
SHAREHOLDER RIGHTS PLAN
| 142. | Subject to applicable law, the Directors are hereby expressly authorised to adopt any shareholder rights
plan (a “Rights Plan”), upon such terms and conditions as the Directors deem expedient and in the best interests of
the Company, including, without limitation, where the Directors are of the opinion that a Rights Plan could grant them additional time
to gather relevant information or pursue strategies in response to or anticipation of, or could prevent, a potential change of control
of the Company or accumulation of shares in the Company or interests therein. |
| 143. | The Directors may exercise any power of the Company to grant rights (including approving the execution
of any documents relating to the grant of such rights) to subscribe for ordinary shares or preferred shares in the share capital of the
Company (“Rights”) in accordance with the terms of a Rights Plan. |
| 144. | For the purposes of effecting an exchange of Rights for ordinary shares or preferred shares in the share
capital of the Company (an “Exchange”), the Directors may: |
| (a) | resolve to capitalise an amount standing to the credit of the reserves of the Company (including, but
not limited to, the share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution,
being an amount equal to the nominal value of the ordinary shares or preferred shares which are to be exchanged for the Rights; and |
| (b) | apply that sum in paying up in full ordinary shares or preferred shares and allot such shares, credited
as fully paid, to those holders of Rights who are entitled to them under an Exchange effected pursuant to the terms of a Rights Plan. |
| 145. | The common law duties of the Directors to the Company are hereby deemed amended and modified such that
the adoption of a Rights Plan and any actions taken thereunder by the Directors (if so approved by the Directors) shall be deemed to constitute
an action in the best interests of the Company in all circumstances, and any such action shall be deemed to be immediately confirmed,
approved and ratified. |
BUSINESS COMBINATION
| 146. | (a) |
Notwithstanding anything to the contrary contained in these articles, the Company shall not engage in any business combination with any
Interested Member for a period of three years following the time that such member became an Interested Member, unless: |
| (i) | prior to such time the Directors approved either the business combination or the transaction which resulted
in the member becoming an Interested Member; |
| (ii) | upon consummation of the transaction which resulted in the member becoming an Interested Member, the Interested
Member owned at least 85% of the voting shares of the Company outstanding at the time the transaction commenced, excluding for purposes
of determining the voting shares outstanding (but not the outstanding voting shares owned by the Interested Member) those shares owned
(A) by persons who are directors and also officers and (B) employee shares plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
| (iii) | at or subsequent to such time the business combination is approved by the Directors and authorised by
way of Special Resolution without the Interested Member. |
| (b) | The Directors shall have the power and duty to determine, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this article, including, without limitation, (i) whether a Person
is an Interested Member, (ii) the number of shares or other securities beneficially owned by any Person, (iii) whether a Person is an
Affiliate or Associate of another, and (iv) the fair market value of the Company’s securities or securities of any subsidiary of
the Company, and the good faith determination of the Directors on such matters shall be conclusive and binding for all the purposes of
this article. |
| (c) | As used in this article only, the term: |
| (i) | “Affiliate” means a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, another person. |
| (ii) | “Associate”, when used to indicate a relationship with any person, means: (A) any company,
partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly,
the owner of 20% or more of any class of voting shares; (B) any trust or other estate in which such person has at least a 20% beneficial
interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (C) any relative or spouse of such person,
or any relative of such spouse, who has the same residence as such person. |
| (iii) | “Business combination”, when used in reference to any company and any Interested Member of
such company, means: |
| (A) | any scheme of arrangement, merger or consolidation of the Company or any direct or indirect majority-owned
subsidiary of the Company with (1) the Interested Member, or (2) any other company, partnership, unincorporated association or other entity
if the scheme of arrangement, merger or consolidation is caused by the Interested Member; |
| (B) | any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series
of transactions), except proportionately as a member of such company, to or with the Interested Member, whether as part of a dissolution
or otherwise, of assets of the Company or of any direct or indirect majority-owned subsidiary of the Company which assets have an aggregate
market value equal to 10% or more of either the aggregate market value of all the assets of the Company determined on a consolidated basis
or the aggregate market value of all the outstanding shares of the Company; |
| (C) | any transaction which results in the issuance or transfer by the Company or by any direct or indirect
majority-owned subsidiary of the Company of any shares of the Company or of such subsidiary to the Interested Member, except: (1) pursuant
to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of such company or
any such subsidiary which securities were outstanding prior to the time that the Interested Member became such; (2) pursuant to a dividend
or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into
shares of such company or any such subsidiary which security is distributed, pro rata to all holders of a class or series of shares of
such company subsequent to the time the Interested Member became such; (3) pursuant to an exchange offer by the Company to purchase shares
made on the same terms to all holders of said shares; or (4) any issuance or transfer of shares by the Company; provided however, that
in no case under items (3) and (4) of this subparagraph shall there be an increase in the Interested Member’s proportionate share
of the shares of any class or series of the Company or of the voting shares of the Company; |
| (D) | any transaction involving the Company or any direct or indirect majority-owned subsidiary of the Company
which has the effect, directly or indirectly, of increasing the proportionate share of the shares of any class or series, or securities
convertible into the shares of any class or series, of the Company or of any such subsidiary which is owned by the Interested Member,
except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares
of shares not caused, directly or indirectly, by the Interested Member; or |
| (E) | any receipt by the Interested Member of the benefit, directly or indirectly (except proportionately as
a member of such company), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted
in subparagraphs (A)-(D) of this paragraph) provided by or through the Company or any direct or indirect majority-owned subsidiary. |
| (iv) | “Control”, including the terms “controlling”, “controlled by” and
“under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise. A person who is the
owner of 20% or more of the outstanding voting shares of any company, partnership, unincorporated association or other entity shall be
presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the
foregoing, a presumption of control shall not apply where such person holds voting shares, in good faith and not for the purpose of circumventing
this article, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have
control of such entity. |
| (v) | “Interested Member” means any Person, including its Affiliates and Associates (other than
the Company and any direct or indirect majority-owned subsidiary of the Company), that is, or was at any time within the three-year period
immediately prior to the date in question, the Owner of 15% or more of the outstanding voting shares of the Company; provided, however,
that the term “Interested Member” shall not include any person whose ownership of shares in excess of the 15% limitation set
forth herein is the result of action taken solely by the Company; provided that such person shall be an Interested Member if thereafter
such person acquires additional voting shares of the Company, except as a result of further corporate action not caused, directly or indirectly,
by such person. For the purpose of determining whether a person is an Interested Member, the voting shares of the Company deemed to be
outstanding shall include shares deemed to be owned by the person through application of (viii) of this subsection but shall not include
any other unissued shares of such company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise
of conversion rights, warrants or options, or otherwise. |
| (vi) | “Person” means any individual, company, partnership, unincorporated association or other entity. |
| (vii) | “Shares” means, with respect to any company, capital shares and, with respect to any other
entity, any equity interest. |
| (viii) | “Voting shares” means, with respect to any company, shares of any class or series entitled
to vote generally in the election of directors and, with respect to any entity that is not a company, any equity interest entitled to
vote generally in the election of the governing body of such entity. Every reference to a percentage of voting shares shall refer to such
percentage of the votes of such voting shares. |
| (ix) | “Owner”, including the terms “own” and “owned”, when used with respect
to any Shares, means a person that individually or with or through any of its Affiliates or Associates: |
| (A) | beneficially owns such Shares, directly or indirectly; or |
| (B) | has (1) the right to acquire such Shares (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise; provided, however, that a person shall not be deemed the Owner of Shares tendered pursuant to a tender
or exchange offer made by such person or any of such person’s affiliates or associates until such tendered Shares are accepted for
purchase or exchange; or (2) the right to vote such shares pursuant to any agreement, arrangement or understanding; provided, however,
that a person shall not be deemed the Owner of any Shares because of such person’s right to vote such Shares if the agreement, arrangement
or understanding to vote such shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation
made to 10 or more persons; or |
| (C) | has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except
voting pursuant to a revocable proxy or consent as described in item (2) of subparagraph (B) of this paragraph), or disposing of such
Shares with any other person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such
Shares. |
Companies Act 2014
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
MALLINCKRODT PUBLIC LIMITED COMPANY
(as amended by Special Resolution passed on 13
June 2025 with effect from 31 July 2025)
Arthur Cox
Arthur Cox Building
Earlsfort Terrace
Dublin
Exhibit 10.1
PLC FORM FOR MALLINCKRODT PLC DIRECTORS/SECRETARY
DEED OF INDEMNIFICATION
THIS DEED OF INDEMNIFICATION
(this “Agreement”), dated as of _____, 20__, is made by and between Mallinckrodt plc, a public limited company incorporated
in Ireland, and _______ (“Indemnitee”).
WHEREAS,
it is essential to Mallinckrodt plc to retain and attract as directors and secretary the most capable persons available;
WHEREAS, Indemnitee
is a director or secretary of Mallinckrodt plc;
WHEREAS,
each of Mallinckrodt plc and Indemnitee recognize the increased risk of expensive and time-consuming litigation and other claims
currently being asserted against directors and officers of companies;
WHEREAS, it is reasonable,
prudent and necessary for Mallinckrodt plc contractually to obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve Mallinckrodt plc or, at the request
of Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt plc while an officer, director, secretary or employee of Mallinckrodt
plc, in an Other Enterprise Capacity (as defined below) free from undue concern that they will not be so indemnified;
WHEREAS, Indemnitee
is willing to serve, continue to serve and to take on additional service for or on behalf of Mallinckrodt plc or, at the request of Mallinckrodt
plc or a direct or indirect subsidiary of Mallinckrodt plc while an officer, director, secretary or employee of Mallinckrodt plc, in
an Other Enterprise Capacity on the condition that the Indemnitee be indemnified as provided herein;
WHEREAS,
in recognition of Indemnitee’s need for (i) substantial protection against personal liability, and (ii) specific
contractual assurance that such protection will be available to Indemnitee (regardless of, among other things, any amendment to or revocation
of Mallinckrodt plc’s Articles of Association or any change in the composition of Mallinckrodt plc’s Board of Directors or
acquisition transaction relating to Mallinckrodt plc), Mallinckrodt plc wishes to provide in this Agreement for the indemnification by
Mallinckrodt plc of Indemnitee and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under
Mallinckrodt plc’s directors’ and officers’ liability insurance policies, in each case as set forth in this Agreement;
NOW,
THEREFORE, in consideration of the above premises and of Indemnitee serving or continuing to serve Mallinckrodt plc directly or,
at the request of Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt plc while an officer, director, secretary or employee
of Mallinckrodt plc, in an Other Enterprise Capacity, and intending to be legally bound hereby, the parties agree as follows:
1. Certain
Definitions.
(a) Affiliate:
any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, the person specified.
(b) Board:
the Board of Directors of Mallinckrodt plc.
(c) Change
in Control: shall be deemed to have occurred if:
(i) any
“person,” as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act, becomes a “beneficial owner,”
as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Shares (as defined below) of
Mallinckrodt plc;
(ii) the
majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board as of the date
hereof, provided that any person becoming a director after the date hereof whose election or nomination for election was supported
by at least three-quarters of the directors who immediately prior to such election or nomination for election comprised the Incumbent
Directors shall be considered to be an Incumbent Director;
(iii) Mallinckrodt
plc adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;
(iv) all
or substantially all of the assets or business of Mallinckrodt plc is disposed of pursuant to a merger, consolidation or other transaction
(unless the shareholders of Mallinckrodt plc immediately prior to such a merger, consolidation or other transaction beneficially own,
directly or indirectly, in substantially the same proportion as they owned the Voting Shares of Mallinckrodt plc immediately prior to
such transaction, all of the Voting Shares or other ownership interests of the entity or entities, if any, that acquire all or substantially
all of the assets of, or succeed to the business of, Mallinckrodt plc as a result of such transaction); or
(v) Mallinckrodt
plc combines with another entity and is the surviving entity but, immediately after the combination, the shareholders of Mallinckrodt
plc immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares of the combined entity (there
being excluded from the number of shares held by such shareholders, but not from the Voting Shares of the combined entity, any shares
received by Affiliates of such other entity in exchange for shares of such other entity),
provided,
however, that any occurrence that would, in the absence of this proviso, otherwise constitute a Change in Control pursuant to
any of clause (i), (iii), (iv) or (v) of this Section 1(c), shall not constitute a Change in Control if such occurrence
is approved in advance by a majority of the directors on the Board.
(d) Enterprise:
Mallinckrodt plc and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise of which Indemnitee is or was serving at the request of Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt
plc as a director, officer, secretary, trustee, general partner, managing member, fiduciary, board of directors’ committee member,
employee or agent.
(e) Exchange
Act: the U.S. Securities Exchange Act of 1934, as amended.
(f) Expenses:
any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or
to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed
as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred
in connection with investigating, defending, prosecuting (subject to Section 2(b)), being a witness in, participating in
(including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event. Expenses also shall
include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security
for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.
(g) Indemnifiable
Event: any event or occurrence that took or takes place either prior to or after the execution of this Agreement, related to the
fact that Indemnitee is or was a director, officer, secretary or employee of Mallinckrodt plc, or while a director, officer, secretary
or employee of Mallinckrodt plc is or was serving at the request of Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt
plc as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership,
limited liability company, joint venture, employee benefit plan, trust, or other Enterprise (in such capacity, an “Other Enterprise
Capacity”), or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding
is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity
while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary.
(h) Independent
Counsel: the meaning specified in Section 3.
(i) Proceeding:
any threatened, pending, or completed action, suit, litigation, proceeding or arbitration or any alternative dispute resolution mechanism
(including an action by or in the right of Mallinckrodt plc), or any inquiry, hearing, tribunal or investigation, whether conducted by
Mallinckrodt plc or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, litigation,
proceeding or arbitration, whether civil, criminal, administrative, investigative, or other, or otherwise might give rise to adverse
consequences or findings in respect of the Indemnitee.
(j) Reviewing
Party: the meaning specified in Section 3.
(k) Voting
Shares: shares of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies,
to elect the directors (or similar function) of an Enterprise.
2. Agreement
to Indemnify.
(a) General
Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made
a party to or witness or other participant in, a Proceeding in whole or in part by reason of (or arising in whole or in part out of)
an Indemnifiable Event, Mallinckrodt plc shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted
by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only
to the extent that such amendment or interpretation permits Mallinckrodt plc to provide broader indemnification rights than were permitted
prior thereto). For the purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by law” shall
include, but not be limited to: (i) to the fullest extent permitted by the provisions of Irish law and/or the Articles of Association
of Mallinckrodt plc that authorize, permit or contemplate indemnification by agreement, court action or corresponding provisions of any
amendment to or replacement of such provisions; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements
of Irish law and/or the Articles of Association of Mallinckrodt plc adopted after the date of this Agreement that increase the extent
to which a company may indemnify its directors or secretary.
(b) Initiation
of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Mallinckrodt plc or any of its subsidiaries
or any director, officer, secretary or employee of Mallinckrodt plc or any of its subsidiaries unless (i) Mallinckrodt plc has joined
in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights
under Section 4; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved
its initiation.
(c) Mandatory
Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, Indemnitee shall be indemnified by Mallinckrodt plc hereunder against all Expenses incurred in connection therewith.
(d) Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by Mallinckrodt plc for some
or a portion of Expenses, but not, however, for the total amount thereof, Mallinckrodt plc shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled, including, but not limited to successfully resolved claims in any Proceeding.
(e) Prohibited
Indemnification. No indemnification pursuant to this Agreement shall be paid by Mallinckrodt plc:
(i) on
account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee for an accounting of profits made
from the purchase or sale by Indemnitee of securities of Mallinckrodt plc pursuant to the provisions of Section 16(b) of the
Exchange Act or similar provisions of any federal, state, or local laws;
(ii) if
a court of competent jurisdiction by a final and non-appealable judgment shall determine that such indemnification by Mallinckrodt plc
is not permitted under applicable law;
(iii) on
account of any Proceeding relating to an Indemnifiable Event as to which the Indemnitee has been convicted of a crime constituting a
felony under the laws of the jurisdiction where the criminal action had been brought (or, where a jurisdiction does not classify any
crime as a felony, a crime for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or
(iv) on
account of any Proceeding brought by Mallinckrodt plc or any of its subsidiaries against Indemnitee.
3. Reviewing
Party; Exhaustion of Remedies.
(a) Prior
to any Change in Control, the reviewing party (the “Reviewing Party”) shall be any appropriate person or body consisting
of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding
with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Independent Counsel referred to below shall
become the Reviewing Party. With respect to all matters arising after a Change in Control concerning the rights of Indemnitee to indemnity
payments and Expense Advances (as defined in the Sucampo Indemnification Agreement) under the Indemnification Agreement, dated as of
the date hereof, by and between Sucampo Pharmaceuticals LLC, a Delaware limited liability company and a wholly owned subsidiary of Mallinckrodt
plc (“Sucampo” and such agreement, as it may be amended from time to time, the “Sucampo Indemnification Agreement”),
this Agreement, or any other agreement to which Mallinckrodt plc or any of its Affiliates is a party, Mallinckrodt plc’s Articles
of Association, the limited liability company agreement or other organizational documents of Sucampo (as in effect from time to time,
collectively, the “Sucampo Organizational Documents”) or applicable law, in each case as now or hereafter in effect
relating to indemnification for Indemnifiable Events, Mallinckrodt plc and Sucampo shall seek legal advice only from independent counsel
(“Independent Counsel”) selected by Indemnitee and approved by Mallinckrodt plc (which approval shall not be unreasonably
withheld), and who has not otherwise performed services for Mallinckrodt plc, Sucampo or the Indemnitee (other than in connection with
indemnification matters) within the five years prior to such appointment. The Independent Counsel shall not include any person who, under
the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing Mallinckrodt plc,
Sucampo or Indemnitee in an action, suit, litigation, proceeding or arbitration to determine Indemnitee’s rights under this Agreement.
Such counsel, among other things, shall render its written opinion to Mallinckrodt plc, Sucampo and Indemnitee as to whether and to what
extent the Indemnitee should be permitted to be indemnified under applicable law. In doing so, the Independent Counsel may consult with
(and rely upon) counsel in any appropriate jurisdiction who would qualify as Independent Counsel (“Local Counsel”).
Mallinckrodt plc agrees to pay the reasonable fees of the Independent Counsel and the Local Counsel and to indemnify fully such counsel
against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to
this Agreement or the engagement of Independent Counsel or the Local Counsel pursuant hereto.
(b) The
Sucampo Indemnification Agreement provides that, prior to making written demand on Sucampo for indemnification pursuant to Section 4(a) of
the Sucampo Indemnification Agreement or making a request for Expense Advance pursuant to Section 2(c) of the Sucampo Indemnification
Agreement, Indemnitee shall (i) seek such indemnification or Expense Advance, as applicable, under any applicable insurance
policy of Mallinckrodt plc or any of its subsidiaries and (ii) request that Mallinckrodt plc consider in its discretion whether
to make such indemnification or Expense Advance, as applicable. Upon any such request by Indemnitee of Mallinckrodt plc, Mallinckrodt
plc shall consider whether to make such indemnification or Expense Advance, as applicable, based on the facts and circumstances related
to the request. Mallinckrodt plc may require, as a condition to making any indemnification or Expense Advance, as applicable, that Indemnitee
enter into an agreement providing for such indemnification or Expense Advance, as applicable, to be made subject to substantially the
same terms and conditions applicable to an indemnification or Expense Advance, as applicable, by Sucampo under the Sucampo Indemnification
Agreement (including, without limitation, conditioning any Expense Advance upon delivery to Mallinckrodt plc of an undertaking of the
type described in clause (i) of the proviso to Section 2(c) of the Sucampo Indemnification Agreement).
4. Indemnification
Process and Appeal.
(a) Indemnification
Payment. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from Mallinckrodt plc in
accordance with this Agreement as soon as practicable after Indemnitee has made written demand on Mallinckrodt plc for indemnification,
unless the Reviewing Party has given a written opinion to Mallinckrodt plc that Indemnitee is not entitled to indemnification under applicable
law.
(b) Adjudication
or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification
within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee
shall have the right to enforce its rights thereto under this Agreement by commencing litigation in any court located in the country
of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court
or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged
by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4
shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby
irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Irish Courts for purposes of any
action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection
to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Irish Court, and (C) waive, and agree
not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Irish Court has been
brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee
may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively,
in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
(iii) In
the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not
entitled to indemnification, any action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall
be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason
of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Mallinckrodt
plc shall have the burden of proving Indemnitee is not entitled to indemnification.
(iv) In
the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to
enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication
or arbitration that Indemnitee is entitled to receive all or any part of the indemnification sought, Indemnitee shall be entitled
to recover from Mallinckrodt plc, and shall be indemnified by Mallinckrodt plc against, any and all Expenses actually and reasonably
incurred by Indemnitee in connection with such judicial adjudication or arbitration.
(c) Defense
to Indemnification, Burden of Proof and Presumptions. (i) It shall be a defense to any action, suit, litigation, proceeding
or arbitration brought by Indemnitee against Mallinckrodt plc to enforce this Agreement that it is not permissible under applicable law
for Mallinckrodt plc to indemnify Indemnitee for the amount claimed.
(ii) In
connection with any action, suit, litigation, proceeding or arbitration or any determination by the Reviewing Party or otherwise as to
whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on Mallinckrodt
plc.
(iii) Neither
the failure of the Reviewing Party to have made a determination prior to the commencement of such action, suit, litigation, proceeding
or arbitration by Indemnitee that indemnification of the Indemnitee is proper under the circumstances because Indemnitee has met the
standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party that the Indemnitee had not met such
applicable standard of conduct, shall, of itself, be a defense to the action, suit, litigation, proceeding or arbitration or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
(iv) For
purposes of this Agreement, to the fullest extent permitted by law, the termination of any claim, action, suit, litigation, proceeding
or arbitration, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere,
or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have
any particular belief or that a court has determined that indemnification is not permitted by applicable law.
(v) For
purposes of any determination of good faith, to the fullest extent permitted by law, Indemnitee shall be deemed to have acted in
good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements,
or on information supplied to Indemnitee by the management of such Enterprise in the course of their duties, or on the advice of legal
counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public
accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 4(c)(v) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in applicable law.
(vi) The
knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee
of any Enterprise shall, to the fullest extent permitted by law, not be imputed to Indemnitee for purposes of determining any right to
indemnification under this Agreement.
(vii) To
the fullest extent permitted by law, Mallinckrodt plc shall be precluded from asserting in any action, suit, litigation, proceeding or
arbitration commenced pursuant to this Agreement that the procedures or presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any court or before any arbitrator that Mallinckrodt plc is bound by all the provisions of this Agreement.
5. Indemnification
for Expenses Incurred in Enforcing Rights. In addition to Indemnitee’s rights under Section 4(b)(iv), Mallinckrodt
plc shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee
in connection with any Proceeding brought by Indemnitee:
(a) for
indemnification or advance payment of Expenses under any agreement to which Mallinckrodt plc or any of its Affiliates is a party (other
than this Agreement) or under applicable law, Mallinckrodt plc’s Articles of Association, or the Sucampo Organizational Documents,
in each case now or hereafter in effect, relating to indemnification or advance payment of Expenses for Indemnifiable Events, and/or
(b) for
recovery under directors’ and officers’ liability insurance policies maintained by Mallinckrodt plc,
but, in either case, only in the event that Indemnitee
ultimately is determined to be entitled to such indemnification or expense advance or insurance recovery, as the case may be.
6. Notification
and Defense of Proceeding.
(a) Notice.
Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof
is to be made against Mallinckrodt plc under this Agreement, notify Mallinckrodt plc and Sucampo of the commencement thereof; but the
omission so to notify Mallinckrodt plc and Sucampo will not relieve Mallinckrodt plc from any liability that it may have to Indemnitee,
unless, and to the extent that, such failure materially prejudices the interests of Mallinckrodt plc or Sucampo.
(b) Defense.
With respect to any Proceeding as to which Indemnitee notifies Mallinckrodt plc and Sucampo of the commencement thereof, Mallinckrodt
plc will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent Mallinckrodt
plc so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from Mallinckrodt plc
to Indemnitee of its election to assume the defense of any Proceeding, Mallinckrodt plc shall not be liable to Indemnitee under this
Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than
reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding,
but all Expenses related thereto incurred after notice from Mallinckrodt plc of its assumption of the defense shall be at Indemnitee’s
expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Mallinckrodt plc, (ii) Indemnitee
has reasonably determined that there may be a conflict of interest between Indemnitee and Mallinckrodt plc in the defense of the Proceeding,
(iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Mallinckrodt
plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding
shall be borne by Mallinckrodt plc. Mallinckrodt plc shall not be entitled to assume the defense of any Proceeding (x) brought by
or on behalf of Mallinckrodt plc or Sucampo, (y) as to which Indemnitee shall have made the determination provided for in clause
(ii) of this Section 6(b) or (z) after a Change in Control (it being specified, for the avoidance of
doubt, that Mallinckrodt plc may assume defense of any such Proceeding described in this sentence with Indemnitee’s consent, provided
that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b)).
(c) Settlement
of Claims. Mallinckrodt plc shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in
settlement of any Proceeding effected without Mallinckrodt plc’s written consent, such consent not to be unreasonably withheld;
provided, however, that if a Change in Control has occurred, Mallinckrodt plc shall be liable for indemnification of Indemnitee
for amounts paid in settlement if the Independent Counsel has approved the settlement. Mallinckrodt plc shall not settle any Proceeding
in any manner that would impose any liability, penalty or limitation on Indemnitee without Indemnitee’s written consent. Mallinckrodt
plc’s liability hereunder shall not be excused if assumption of the defense of the Proceeding by Mallinckrodt plc was barred by
this Agreement.
7. Establishment
of Trust. In the event of a Change in Control, Mallinckrodt plc shall, upon written request by Indemnitee, create a trust for the
benefit of the Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust
in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request (a) to be incurred
in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event
and (b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing
funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall
not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trust shall continue to
be funded by Mallinckrodt plc in accordance with the funding obligation set forth above, (iii) the Trustee shall promptly pay to
the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement, and (iv) all
unexpended funds in the Trust shall revert to Mallinckrodt plc upon a final determination by the Independent Counsel or a court of competent
jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the
Trust (the “Trustee”) shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve Mallinckrodt
plc of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by
Mallinckrodt plc for federal, state, local, and foreign tax purposes. Mallinckrodt plc shall pay all costs of establishing and maintaining
the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss,
and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.
8. Non-Exclusivity.
The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under Mallinckrodt plc’s Articles
of Association, the Sucampo Organizational Documents, the Sucampo Indemnification Agreement, applicable law or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any action taken or omitted by such Indemnitee in his capacity as an officer or director prior to such amendment, alteration
or repeal. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than
would be afforded currently under Mallinckrodt plc’s Articles of Association, the Sucampo Organizational Documents, the Sucampo
Indemnification Agreement, applicable law or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right.
9. Liability
Insurance. For so long as Indemnitee has indemnification rights hereunder or under the Sucampo Indemnification Agreement, Mallinckrodt
plc shall maintain or cause to be maintained an insurance policy or policies providing general and/or directors’ and officers’
liability insurance covering Indemnitee, in accordance with the terms of such policy or policies, to the maximum extent of the coverage
available for any director, officer, secretary or employee, as applicable, of Mallinckrodt plc, provided and to the extent that such
insurance is available on a commercially reasonable basis.
10. Exclusions.
In addition to and notwithstanding any other provision of this Agreement to the contrary, Mallinckrodt plc shall not be obligated under
this Agreement to make any payment pursuant to this Agreement for which payment is expressly prohibited by law (including, with respect
to any director or secretary of Mallinckrodt plc, in respect of any liability expressly prohibited from being indemnified pursuant to
section 235 of the Irish Companies Act 2014 (as amended, including any successor provisions), but (i) in no way limiting any rights
under section 233 or section 234 of the Irish Companies Act 2014 (each as amended from time to time and including any successor provisions),
and (ii) to the extent any such limitations or prescriptions are amended or determined by a court of a competent jurisdiction to
be void or inapplicable, or relief to the contrary is granted, then the Indemnitee shall receive the greatest rights then available under
law.
11. Continuation
of Contractual Indemnity or Period of Limitations. All agreements and obligations of Mallinckrodt plc contained herein shall continue
during the period Indemnitee is an officer, director, secretary or employee of Mallinckrodt plc or, at the request of Mallinckrodt plc
or a direct or indirect subsidiary of Mallinckrodt plc while serving as an officer, director, secretary or employee of Mallinckrodt plc,
serving in an Other Enterprise Capacity, and shall continue thereafter for so long as Indemnitee shall be subject to, or involved in,
any Proceeding for which indemnification is provided pursuant to this Agreement. Notwithstanding the foregoing, no Proceeding shall be
brought and no cause of action shall be asserted by or on behalf of Mallinckrodt plc or any Affiliate of Mallinckrodt plc against Indemnitee, Indemnitee’s
spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause
of action, or such longer period as may be required by the laws of Ireland under the circumstances. Any claim or cause of action of Mallinckrodt
plc or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within
such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of
action, the shorter period shall govern.
12. Enforcement.
Mallinckrodt plc expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or secretary and, if applicable, officer or employee of Mallinckrodt plc or, at
the request of Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt plc while an officer, director, secretary or employee
of Mallinckrodt plc, in an Other Enterprise Capacity, and Mallinckrodt plc acknowledges that Indemnitee is relying upon this Agreement
in serving as an officer, director, secretary or employee of Mallinckrodt plc or, while serving as an officer, director, secretary or
employee, in an Other Enterprise Capacity.
13. Amendment
of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by each
of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by
the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a continuing waiver. Except as specifically
provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
14. Subrogation.
In the event of payment under this Agreement to Indemnitee, Mallinckrodt plc shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable Mallinckrodt plc effectively to bring suit to enforce such
rights.
15. No
Duplication of Payments. Mallinckrodt plc shall not be liable under this Agreement to make any payment in connection with any claim
made by Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Mallinckrodt plc’s Articles
of Association, the Sucampo Organizational Documents, the Sucampo Indemnification Agreement or otherwise) of the amounts otherwise indemnifiable
hereunder.
16. Obligations
of Mallinckrodt plc. In the event a Proceeding results in a judgment in Indemnitee’s favor or otherwise is disposed of in a
manner that allows Mallinckrodt plc to indemnify Indemnitee in connection with such Proceeding under the Articles of Association of Mallinckrodt
plc as then in effect, Mallinckrodt plc will provide such indemnification to Indemnitee and will reimburse Sucampo for any indemnification
or Expense Advance previously made by Sucampo in connection with such Proceeding.
17. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of
the business and/or assets of Mallinckrodt plc), assigns, spouses, heirs, and personal and legal representatives; provided, however,
that Sucampo shall be a beneficiary of, and have the right to enforce, Section 16 hereof. Mallinckrodt plc shall require
and cause any successor thereof (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all,
or a substantial part, of the business and/or assets of Mallinckrodt plc, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Mallinckrodt plc would
be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to
Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though
he or she may have ceased to serve in such capacity at the time of any Proceeding or is deceased and shall inure to the benefit of the
heirs, executors, administrators, legatees and assigns of such a person.
18. Severability.
If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise
unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision
held to be invalid, void, or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void or unenforceable.
19. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Ireland applicable to contracts
made and to be performed in Ireland without giving effects to its principles of conflicts of laws that would result in the application
of the laws of another jurisdiction.
20. Notices.
All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been
duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested,
and addressed to Mallinckrodt plc at:
Mallinckrodt plc
College Business & Technology Park
Cruiserath Road, Blanchardstown
Dublin, Dublin 15
Attn: EVP, Chief Legal Officer & Secretary
and
Mallinckrodt plc
675 James S. McDonnell Blvd.
Hazelwood, MO 63042
Attn: EVP, Chief Legal Officer & Secretary
And to Indemnitee at:
[●]
Notice of change of address shall be effective
only when given in accordance with this Section 20. All notices complying with this Section 20 shall be deemed
to have been received on the date of hand delivery or on the third business day after mailing.
21. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
22. Amendment
and Restatement of Prior Agreement. If Indemnitee has previously entered into a deed of indemnification with Mallinckrodt plc with
regard to Indemnitee’s service as a director or secretary of Mallinckrodt plc (such deed, the “Prior Agreement”),
such Prior Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, which supersedes and replaces
such Prior Agreement in its entirety. For the avoidance of doubt, this Agreement shall not supersede or replace a deed of indemnification
entered into with Mallinckrodt plc with regard to Indemnitee’s service in another capacity.
[Remainder of page intentionally left
blank.]
IN WITNESS WHEREOF, the parties
have executed this Deed of Indemnification as a deed with the intention that it be delivered on the date first written above.
| GIVEN under the common seal of MALLINCKRODT PUBLIC LIMITED COMPANY and DELIVERED
as a DEED |
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| Mark Tyndall
Duly Authorised Signatory |
| |
| |
| SIGNED AND DELIVERED as a deed by ________ in the presence
of: |
| |
| |
| |
| |
| |
| Witness |
| |
| |
| |
| Name of Witness: |
| |
| |
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| Address of Witness: |
| |
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| Occupation of Witness: |
| |
[Signature page to Deed
of Indemnification]
Exhibit 10.2
SUCAMPO FORM FOR
MALLINCKRODT PLC DIRECTORS/SECRETARY
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT
(this “Agreement”), dated as of ________, 20__, is made by and between Sucampo Pharmaceuticals LLC, a Delaware limited
liability company (“Sucampo”), and ________ (“Indemnitee”).
WHEREAS,
Sucampo is a wholly owned subsidiary of Mallinckrodt plc, a public limited company incorporated in Ireland;
WHEREAS,
it is essential to Sucampo and Mallinckrodt plc that Mallinckrodt plc retain and attract as directors and secretary the most capable
persons available;
WHEREAS, Sucampo has requested
that the Indemnitee serve as a director or secretary of Mallinckrodt plc, and, if requested to do so by Sucampo, Mallinckrodt plc or
a direct or indirect subsidiary of Mallinckrodt plc, in an Other Enterprise Capacity (as defined below); and
WHEREAS, each of Mallinckrodt
plc, Sucampo and Indemnitee recognize the increased risk of expensive and time-consuming litigation and other claims currently being
asserted against directors and officers of companies;
WHEREAS, it is reasonable,
prudent and necessary for Sucampo contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to
the fullest extent permitted by applicable law so that they will serve or continue to serve Mallinckrodt plc or, at the request of Sucampo,
Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt plc while an officer, director, secretary or employee of Mallinckrodt
plc, in an Other Enterprise Capacity free from undue concern that they will not be so indemnified;
WHEREAS, due to restrictions
imposed by Irish law, the Articles of Association of Mallinckrodt plc do not confer indemnification and advancement rights on its directors
and secretary as broad as the indemnification and advancement rights that are customarily provided to the directors and secretary of
a company organized under the laws of a U.S. state;
WHEREAS, Indemnitee
is willing to serve, continue to serve and to take on additional service for or on behalf of Mallinckrodt plc or, at the request of Sucampo,
Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt plc while an officer, director, secretary or employee of Mallinckrodt
plc, in an Other Enterprise Capacity on the condition that the Indemnitee be indemnified as provided herein;
WHEREAS, in recognition of
Indemnitee’s need for (i) substantial protection against personal liability, and (ii) specific contractual assurance
that such protection will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of Mallinckrodt
plc’s Articles of Association, the limited liability company agreement or other organizational documents of Sucampo (as in effect
from time to time, collectively, the “Sucampo Organizational Documents”) or any change in the composition of Mallinckrodt
plc’s Board of Directors or acquisition transaction relating to Mallinckrodt plc), Sucampo wishes to provide in this Agreement
for the indemnification by Sucampo of and the advancing by Sucampo of expenses to Indemnitee as set forth in this Agreement;
NOW, THEREFORE, in consideration
of the above premises and of Indemnitee serving or continuing to serve Mallinckrodt plc directly or, at the request of Sucampo, Mallinckrodt
plc or a direct or indirect subsidiary of Mallinckrodt plc while an officer, director, secretary or employee of Mallinckrodt plc, in
an Other Enterprise Capacity, and intending to be legally bound hereby, the parties agree as follows:
1. Certain
Definitions.
(a) Affiliate:
any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with, the person specified.
(b) Board:
the Board of Directors of Mallinckrodt plc.
(c) Change
in Control: shall be deemed to have occurred if:
(i) any
“person,” as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act, becomes a “beneficial owner,”
as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Shares (as defined below) of
Mallinckrodt plc;
(ii) the
majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board as of the date
hereof, provided that any person becoming a director after the date hereof whose election or nomination for election was supported
by at least three-quarters of the directors who immediately prior to such election or nomination for election comprised the Incumbent
Directors shall be considered to be an Incumbent Director;
(iii) Mallinckrodt
plc adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;
(iv) all
or substantially all of the assets or business of Mallinckrodt plc is disposed of pursuant to a merger, consolidation or other transaction
(unless the shareholders of Mallinckrodt plc immediately prior to such a merger, consolidation or other transaction beneficially own,
directly or indirectly, in substantially the same proportion as they owned the Voting Shares of Mallinckrodt plc immediately prior to
such transaction, all of the Voting Shares or other ownership interests of the entity or entities, if any, that acquire all or substantially
all of the assets of, or succeed to the business of, Mallinckrodt plc as a result of such transaction); or
(v) Mallinckrodt
plc combines with another entity and is the surviving entity but, immediately after the combination, the shareholders of Mallinckrodt
plc immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares of the combined entity (there
being excluded from the number of shares held by such shareholders, but not from the Voting Shares of the combined entity, any shares
received by Affiliates of such other entity in exchange for shares of such other entity),
provided,
however, that any occurrence that would, in the absence of this proviso, otherwise constitute a Change in Control pursuant to
any of clause (i), (iii), (iv) or (v) of this Section 1(c), shall not constitute a Change in Control if such occurrence
is approved in advance by a majority of the directors on the Board.
(d) Enterprise:
Mallinckrodt plc and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise of which Indemnitee is or was serving at the request of Sucampo, Mallinckrodt plc or a direct or indirect subsidiary
of Mallinckrodt plc as a director, officer, secretary, trustee, general partner, managing member, fiduciary, board of directors’
committee member, employee or agent.
(e) Exchange
Act: the U.S. Securities Exchange Act of 1934, as amended.
(f) Expenses:
any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or
to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed
as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred
in connection with investigating, defending, prosecuting (subject to Section 2(b)), being a witness in, participating in
(including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event. Expenses also shall
include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security
for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.
(g) Indemnifiable
Event: any event or occurrence that took or takes place either prior to or after the execution of this Agreement, related to the
fact that Indemnitee is or was a director, officer, secretary or employee of Mallinckrodt plc, or while a director, officer, secretary
or employee of Mallinckrodt plc is or was serving at the request of Sucampo, Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt
plc as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership,
limited liability company, joint venture, employee benefit plan, trust, or other Enterprise (in such capacity, an “Other Enterprise
Capacity”), or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding
is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity
while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary.
(h) Independent
Counsel: the meaning specified in Section 3.
(i) Proceeding:
any threatened, pending, or completed action, suit, litigation, proceeding or arbitration or any alternative dispute resolution mechanism
(including an action by or in the right of Mallinckrodt plc), or any inquiry, hearing, tribunal or investigation, whether conducted by
Mallinckrodt plc or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, litigation,
proceeding or arbitration, whether civil, criminal, administrative, investigative, or other, or otherwise might give rise to adverse
consequences or findings in respect of the Indemnitee.
(j) Reviewing
Party: the meaning specified in Section 3.
(k) Voting
Shares: shares of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies,
to elect the directors (or similar function) of an Enterprise.
2. Agreement
to Indemnify.
(a) General
Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made
a party to or witness or other participant in, a Proceeding in whole or in part by reason of (or arising in whole or in part out of)
an Indemnifiable Event, Sucampo shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law,
as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent
that such amendment or interpretation permits Sucampo to provide broader indemnification rights than were permitted prior thereto). The
parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by Mallinckrodt plc’s
Articles of Association, the separate deed of indemnification which Indemnitee has with Mallinckrodt plc, the Sucampo Organizational
Documents or applicable law.
(b) Initiation
of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Mallinckrodt plc or any of its subsidiaries
or any director, officer, secretary or employee of Mallinckrodt plc or any of its subsidiaries unless (i) Mallinckrodt plc has joined
in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights
under Section 4; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved
its initiation.
(c) Expense
Advances. If so requested by Indemnitee, Sucampo shall advance (within five business days of such request) any and all Expenses to
Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery
to Sucampo of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if and to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified against such Expenses, (ii) Sucampo shall not (unless a court of competent
jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined
below) has determined that Indemnitee is not permitted to be indemnified by Sucampo under applicable law, and (iii) if and to the
extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be
so indemnified by Sucampo under applicable law, Sucampo shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse
Sucampo) for all such amounts theretofore paid. If Indemnitee has commenced or commences any action, suit, litigation or proceeding in
a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or
Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted
to be indemnified by Sucampo under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Sucampo for
any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted
or have lapsed). Indemnitee’s obligation to reimburse Sucampo for Expense Advances shall be unsecured and no interest shall be
charged thereon.
(d) Mandatory
Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, Indemnitee shall be indemnified by Sucampo hereunder against all Expenses incurred in connection therewith.
(e) Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by Sucampo for some or a portion
of Expenses, but not, however, for the total amount thereof, Sucampo shall nevertheless indemnify Indemnitee for the portion thereof
to which Indemnitee is entitled, including, but not limited to successfully resolved claims in any Proceeding.
(f) Prohibited
Indemnification. No indemnification pursuant to this Agreement shall be paid by Sucampo:
(i) on
account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee for an accounting of profits made
from the purchase or sale by Indemnitee of securities of Mallinckrodt plc pursuant to the provisions of Section 16(b) of the
Exchange Act or similar provisions of any federal, state, or local laws;
(ii) if
a court of competent jurisdiction by a final and non-appealable judgment shall determine that such indemnification by Sucampo is not
permitted under applicable law;
(iii) on
account of any Proceeding relating to an Indemnifiable Event as to which the Indemnitee has been convicted of a crime constituting a
felony under the laws of the jurisdiction where the criminal action had been brought (or, where a jurisdiction does not classify any
crime as a felony, a crime for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or
(iv) on
account of any Proceeding brought by Mallinckrodt plc or any of its subsidiaries against Indemnitee.
3. Reviewing
Party; Exhaustion of Remedies.
(a) Prior
to any Change in Control, the reviewing party (the “Reviewing Party”) shall be any appropriate person or body consisting
of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding
with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Independent Counsel referred to below shall
become the Reviewing Party. With respect to all matters arising after a Change in Control concerning the rights of Indemnitee to indemnity
payments and Expense Advances under this Agreement, the separate deed of indemnification which Indemnitee has with Mallinckrodt plc or
any other agreement to which Mallinckrodt plc or any of its Affiliates is a party, Mallinckrodt plc’s Articles of Association,
the Sucampo Organizational Documents or applicable law, in each case as now or hereafter in effect relating to indemnification for Indemnifiable
Events, Mallinckrodt plc and Sucampo shall seek legal advice only from independent counsel (“Independent Counsel”)
selected by Indemnitee and approved by Mallinckrodt plc (which approval shall not be unreasonably withheld), and who has not otherwise
performed services for Mallinckrodt plc, Sucampo or the Indemnitee (other than in connection with indemnification matters) within the
five years prior to such appointment. The Independent Counsel shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing Mallinckrodt plc, Sucampo or Indemnitee in an action, suit,
litigation, proceeding or arbitration to determine Indemnitee’s rights under this Agreement. Such counsel, among other things,
shall render its written opinion to Mallinckrodt plc, Sucampo and Indemnitee as to whether and to what extent the Indemnitee should be
permitted to be indemnified under applicable law. In doing so, the Independent Counsel may consult with (and rely upon) counsel in any
appropriate jurisdiction who would qualify as Independent Counsel (“Local Counsel”). Sucampo agrees to pay the reasonable
fees of the Independent Counsel and the Local Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’
fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel or
the Local Counsel pursuant hereto.
(b) Prior
to making written demand on Sucampo for indemnification pursuant to Section 4(a) or making a request for Expense Advance
pursuant to Section 2(c), Indemnitee shall (i) seek such indemnification or Expense Advance, as applicable, under
any applicable insurance policy of Mallinckrodt plc or any of its subsidiaries and (ii) request that Mallinckrodt plc consider in
its discretion whether to make such indemnification or Expense Advance, as applicable. Upon any such request by Indemnitee of Mallinckrodt
plc, Mallinckrodt plc shall consider whether to make such indemnification or Expense Advance, as applicable, based on the facts and circumstances
related to the request. Mallinckrodt plc may require, as a condition to making any indemnification or Expense Advance, as applicable,
that Indemnitee enter into an agreement providing for such indemnification or Expense Advance, as applicable, to be made subject to substantially
the same terms and conditions applicable to an indemnification or Expense Advance, as applicable, by Sucampo hereunder (including, without
limitation, conditioning any Expense Advance upon delivery to Mallinckrodt plc of an undertaking of the type described in clause (i) of
the proviso to Section 2(c)). In the event indemnification or Expense Advance, as applicable, is not received pursuant to
such an insurance policy, or from Mallinckrodt plc, within five business days of the later of Indemnitee’s request of the applicable
insurer and Indemnitee’s request of Mallinckrodt plc as provided in the first sentence of this Section 3(b), Indemnitee
may make written demand on Sucampo for indemnification pursuant to Section 4(a) or make a request for Expense Advance
pursuant to Section 2(c), as applicable.
4. Indemnification
Process and Appeal.
(a) Indemnification
Payment. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from Sucampo in accordance
with this Agreement as soon as practicable after Indemnitee has made written demand on Sucampo for indemnification, unless the Reviewing
Party has given a written opinion to Sucampo that Indemnitee is not entitled to indemnification under applicable law.
(b) Adjudication
or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification
or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c),
as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement
by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having
subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing
Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding
on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other
remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby irrevocably and unconditionally
(A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts for purposes of any action, suit, litigation, proceeding
or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action,
suit, litigation, proceeding or arbitration in any Delaware Court, and (C) waive, and agree not to plead or to make, any claim that
any such action, suit, litigation, proceeding or arbitration brought in any Delaware Court has been brought in an improper or inconvenient
forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring
any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively,
in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
(iii) In
the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that
Indemnitee is not entitled to indemnification or Expense Advance, any action, suit, litigation, proceeding or arbitration commenced pursuant
to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and
Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant
to this Section 4(b), Sucampo shall have the burden of proving Indemnitee is not entitled to indemnification or advancement
of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee
shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is
made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In
the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to
enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication
or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee
shall be entitled to recover from Sucampo, and shall be indemnified by Sucampo against, any and all Expenses actually and reasonably
incurred by Indemnitee in connection with such judicial adjudication or arbitration.
(c) Defense
to Indemnification, Burden of Proof and Presumptions. (i) It shall be a defense to any action, suit, litigation, proceeding
or arbitration brought by Indemnitee against Sucampo to enforce this Agreement that it is not permissible under applicable law for Sucampo
to indemnify Indemnitee for the amount claimed.
(ii) In
connection with any action, suit, litigation, proceeding or arbitration or any determination by the Reviewing Party or otherwise as to
whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on Sucampo.
(iii) Neither
the failure of the Reviewing Party to have made a determination prior to the commencement of such action, suit, litigation, proceeding
or arbitration by Indemnitee that indemnification of the Indemnitee is proper under the circumstances because Indemnitee has met the
standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party that the Indemnitee had not met such
applicable standard of conduct, shall, of itself, be a defense to the action, suit, litigation, proceeding or arbitration or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
(iv) For
purposes of this Agreement, to the fullest extent permitted by law, the termination of any claim, action, suit, litigation, proceeding
or arbitration, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere,
or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have
any particular belief or that a court has determined that indemnification is not permitted by applicable law.
(v) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee
by the management of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information
or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert
selected by such Enterprise. The provisions of this Section 4(c)(v) shall not be deemed to be exclusive or to limit
in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth
in applicable law.
(vi) The
knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee
of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.
(vii) Sucampo
shall be precluded from asserting in any action, suit, litigation, proceeding or arbitration commenced pursuant to this Agreement that
the procedures or presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any court or before any
arbitrator that Sucampo is bound by all the provisions of this Agreement.
5. Indemnification
for Expenses Incurred in Enforcing Rights. In addition to Indemnitee’s rights under Section 4(b)(iv), Sucampo shall
indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any Proceeding brought by Indemnitee:
(a) for
indemnification or advance payment of Expenses under any agreement to which Sucampo or any of its Affiliates is a party (other than this
Agreement) or under applicable law, Mallinckrodt plc’s Articles of Association, or the Sucampo Organizational Documents, in each
case now or hereafter in effect, relating to indemnification or advance payment of Expenses for Indemnifiable Events, and/or
(b) for
recovery under directors’ and officers’ liability insurance policies maintained by Mallinckrodt plc,
but, in either case, only in the event that Indemnitee
ultimately is determined to be entitled to such indemnification or expense advance or insurance recovery, as the case may be. In addition,
Sucampo shall, if so requested by Indemnitee, advance the foregoing Expenses and any Expenses incurred in any Proceeding brought pursuant
to Section 4 to Indemnitee, subject to and in accordance with Section 2(c).
6. Notification
and Defense of Proceeding.
(a) Notice.
Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof
is to be made against Sucampo under this Agreement, notify Mallinckrodt plc and Sucampo of the commencement thereof; but the omission
so to notify Mallinckrodt plc and Sucampo will not relieve Sucampo from any liability that it may have to Indemnitee, unless, and to
the extent that, such failure materially prejudices the interests of Mallinckrodt plc or Sucampo.
(b) Defense.
With respect to any Proceeding as to which Indemnitee notifies Mallinckrodt plc and Sucampo of the commencement thereof, Sucampo will
be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent Sucampo so wishes,
it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from Sucampo to Indemnitee of its
election to assume the defense of any Proceeding, Sucampo shall not be liable to Indemnitee under this Agreement or otherwise for any
Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation
or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related
thereto incurred after notice from Sucampo of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the
employment of legal counsel by Indemnitee has been authorized by Sucampo, (ii) Indemnitee has reasonably determined that there may
be a conflict of interest between Indemnitee and Sucampo in the defense of the Proceeding, (iii) after a Change in Control, the
employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Sucampo shall not in fact have employed
counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Sucampo. Sucampo
shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Mallinckrodt plc or Sucampo, (y) as
to which Indemnitee shall have made the determination provided for in clause (ii) of this Section 6(b) or
(z) after a Change in Control (it being specified, for the avoidance of doubt, that Sucampo may assume defense of any such Proceeding
described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee
under the foregoing provisions of this Section 6(b)).
(c) Settlement
of Claims. Sucampo shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement
of any Proceeding effected without Sucampo’s written consent, such consent not to be unreasonably withheld; provided, however,
that if a Change in Control has occurred, Sucampo shall be liable for indemnification of Indemnitee for amounts paid in settlement if
the Independent Counsel has approved the settlement. Sucampo shall not settle any Proceeding in any manner that would impose any liability,
penalty or limitation on Indemnitee without Indemnitee’s written consent. Sucampo’s liability hereunder shall not be excused
if assumption of the defense of the Proceeding by Sucampo was barred by this Agreement.
7. Establishment
of Trust. In the event of a Change in Control, Sucampo shall, upon written request by Indemnitee, create a trust for the benefit
of the Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an
amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request (a) to be incurred in
connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event and
(b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing
funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall
not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below)
shall advance, within five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee on the same terms and
conditions as provided in Section 2(c) (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances
for which the Indemnitee would be required to reimburse Sucampo under Section 2(c)), (iii) the Trust shall continue
to be funded by Sucampo in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee
all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement, and (v) all unexpended funds
in the Trust shall revert to Sucampo upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the
case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the “Trustee”)
shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve Sucampo of any of its obligations under this Agreement.
All income earned on the assets held in the Trust shall be reported as income by Sucampo for federal, state, local, and foreign tax purposes.
Sucampo shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including
attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and
maintenance of the Trust.
8. Non-Exclusivity.
The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under Mallinckrodt plc’s Articles
of Association, the separate deed of indemnification which Indemnitee has with Mallinckrodt plc, the Sucampo Organizational Documents,
applicable law or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his capacity as an officer
or director prior to such amendment, alteration or repeal. To the extent that a change in applicable law (whether by statute or judicial
decision) permits greater indemnification than would be afforded currently under Mallinckrodt plc’s Articles of Association, the
separate deed of indemnification which Indemnitee has with Mallinckrodt plc, the Sucampo Organizational Documents, applicable law or
this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right.
9. Continuation
of Contractual Indemnity or Period of Limitations. All agreements and obligations of Sucampo contained herein shall continue during
the period Indemnitee is an officer, director, secretary or employee of Mallinckrodt plc or, at the request of Sucampo, Mallinckrodt
plc or a direct or indirect subsidiary of Mallinckrodt plc while serving as an officer, director, secretary or employee of Mallinckrodt
plc, serving in an Other Enterprise Capacity, and shall continue thereafter for so long as Indemnitee shall be subject to, or involved
in, any Proceeding for which indemnification is provided pursuant to this Agreement. Notwithstanding the foregoing, no Proceeding shall
be brought and no cause of action shall be asserted by or on behalf of Sucampo or any Affiliate of Sucampo against Indemnitee, Indemnitee’s
spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause
of action, or such longer period as may be required by the laws of Delaware under the circumstances. Any claim or cause of action of
Sucampo or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action
within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of
action, the shorter period shall govern.
10. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever (other than pursuant to the terms hereof), Sucampo, in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or
for Expenses, in connection with any claim, including, without limitation, claims for contribution that may be brought against Indemnitee
by directors, officers, employees or agents of Mallinckrodt plc (other than Indemnitee) who may be jointly liable with Indemnitee, relating
to an Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by Mallinckrodt plc and Sucampo, on one hand, and Indemnitee,
on the other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of Mallinckrodt plc and Sucampo (and their respective directors, officers, employees and agents), on one hand, and Indemnitee,
on the other hand, in connection with such event(s) and/or transaction(s).
11. Enforcement.
Sucampo expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order
to induce Indemnitee to serve as a director or secretary and, if applicable, officer or employee of Mallinckrodt plc or, at the request
of Sucampo, Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt plc while serving as an officer, director, secretary
or employee of Mallinckrodt plc, in an Other Enterprise Capacity, and Sucampo acknowledges that Indemnitee is relying upon this Agreement
in serving as an officer, director, secretary or employee of Mallinckrodt plc or while serving as an officer, director, secretary or
employee of Mallinckrodt plc, in an Other Enterprise Capacity.
12. Amendment
of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by each
of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by
the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a continuing waiver. Except as specifically
provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
13. Subrogation.
In the event of payment under this Agreement to Indemnitee, Sucampo shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable Sucampo effectively to bring suit to enforce such rights.
14. No
Duplication of Payments. Sucampo shall not be liable under this Agreement to make any payment in connection with any claim made by
Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Mallinckrodt plc’s Articles of
Association, the separate deed of indemnification which Indemnitee has with Mallinckrodt plc, the Sucampo Organizational Documents or
otherwise) of the amounts otherwise indemnifiable hereunder.
15. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of
the business and/or assets of Sucampo), assigns, spouses, heirs, and personal and legal representatives. Sucampo shall require and cause
any successor thereof (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial
part, of the business and/or assets of Sucampo, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that Sucampo would be required to perform if no such succession
had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he or she may have ceased to serve in such
capacity at the time of any Proceeding or is deceased and shall inure to the benefit of the heirs, executors, administrators, legatees
and assigns of such a person.
16. Severability.
If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise
unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision
held to be invalid, void, or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void or unenforceable.
17. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Delaware applicable to contracts
made and to be performed in such State without giving effects to its principles of conflicts of laws that would result in the application
of the laws of another jurisdiction.
18. Notices.
All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been
duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested,
and addressed to Sucampo at:
Sucampo Pharmaceuticals LLC
675 James S. McDonnell Blvd.
Hazelwood, MO 63042
Attn: Secretary
If to Mallinckrodt plc, to:
College Business & Technology Park
Cruiserath Road, Blanchardstown
Dublin, Dublin 15
Attn: EVP, Chief Legal Officer & Secretary
and
Mallinckrodt plc
675 James S. McDonnell Blvd.
Hazelwood, MO 63042
Attn: EVP, Chief Legal Officer & Secretary
And to Indemnitee at:
[●]
Notice of change of address shall be effective
only when given in accordance with this Section 18. All notices complying with this Section 18 shall be deemed
to have been received on the date of hand delivery or on the third business day after mailing.
19. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. Amendment
and Restatement of Prior Agreement. If Indemnitee has previously entered into an indemnification agreement with Sucampo Pharmaceuticals, Inc.,
the predecessor of Sucampo, with regard to Indemnitee’s service as a director or secretary of Mallinckrodt plc (such agreement,
the “Prior Agreement”), such Prior Agreement is hereby amended and restated in its entirety to read as set forth in
this Agreement, which supersedes and replaces such Prior Agreement in its entirety. For the avoidance of doubt, this Agreement shall
not supersede or replace an indemnification agreement entered into with Sucampo with regard to Indemnitee’s service in another
capacity.
[Remainder of page intentionally left
blank.]
IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Agreement as the date first specified above.
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SUCAMPO PHARMACEUTICALS LLC |
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By: |
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Name: Mark Tyndall |
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Title: Executive Vice President, Chief Legal Officer & Corporate Secretary |
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INDEMNITEE |
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By: |
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Name: |
[Signature page to Indemnification
Agreement]
Exhibit 99.1
Mallinckrodt, Endo Complete Merger to Create Global,
Scaled, Diversified Therapeutics Leader
Highly Complementary Companies
to Advance Therapies to Address Unmet Patient Needs
Respective Generics Businesses
and Endo’s Sterile Injectables Business to be Combined and Spun Off as an Independent Company with Target Date in the Fourth Quarter
of 2025
New York Stock Exchange (NYSE)
Listing of Branded Company Following Spin-off
DUBLIN, Aug. 1, 2025 – /PRNewswire/ – Mallinckrodt plc and Endo, Inc.
today announced that they have completed their merger to create a global, scaled, diversified therapeutics leader.
“We are excited to pursue a promising new
future for all the stakeholders of Mallinckrodt and Endo,” said Siggi Olafsson, President and Chief Executive Officer of the combined
company. “We commend the employees of both companies for the extraordinary effort required to achieve this milestone. Today we
bring together two highly complementary companies with durable, on-market products in our branded portfolio and best-in-class capabilities
across the value chain in our generics and sterile injectables business, which we call Par Health. We have a strong balance sheet and
meaningful financial flexibility to invest in innovation and business development to drive growth. As a company deeply committed to operating
with integrity and purpose, we are focused on delivering significant value to shareholders and employees for the ultimate benefit of
the patients we serve.”
Well-Positioned for Sustainable Growth
The combined company is well-positioned to continue
growing its brands portfolio across a wide range of therapeutic areas of significant unmet need, including endocrinology, gastroenterology,
hepatology, neonatal respiratory critical care, nephrology, neurology, pulmonology, ophthalmology, orthopedics, rheumatology, and urology.
In addition, the generics and sterile injectables
business features a broad product portfolio, a leading controlled substances franchise, robust commercial and manufacturing infrastructure
in the U.S. and internationally, extensive supply chain capabilities, and expertise in complex, highly regulated products. This business
operates under the Par Health name and is intended to be spun off as an independent company with a target date of the fourth quarter
of 2025, subject to approval by Mallinckrodt’s Board of Directors and other conditions.
The combined company is expected to generate
at least $150 million of annual pre-tax run-rate operating synergies by Year 3, and approximately $75 million of pre-tax run rate synergies in
the first 12 months post-merger, driven by business function integration and R&D savings from economies of scale, among other areas.
Following the spin-off of Par Health, the branded
therapeutics company is expected to be listed on the New York Stock Exchange (NYSE), subject to approval of Mallinckrodt’s Board
of Directors.
Financial Terms
Under the terms of the agreement, which was
announced on March 13, 2025, Endo shareholders received a total of $100 million in cash and own 49.9% of Mallinckrodt on a pro forma
basis. Mallinckrodt’s pre-transaction shareholders own 50.1% of Mallinckrodt. The aggregate cash amount to Endo shareholders
was increased from $80 million to $100 million to compensate for a reduction in the exchange ratio that was triggered to ensure that
Mallinckrodt’s pre-transaction shareholders own 50.1% of Mallinckrodt post-closing. On a per share basis, Endo shareholders
are entitled to receive approximately $1.31 in cash and 0.2575 of Mallinckrodt shares. Endo shares have ceased trading on the
OTCQX.
In addition, a subsidiary of Mallinckrodt that
will operate the generics and sterile injectables business incurred a $1.35 billion secured credit facility, consisting of a $150 million
revolving credit facility and a $1.2 billion term loan credit facility. Proceeds from the facility were used to pay off Mallinckrodt’s
senior secured term loans and redeem Mallinckrodt’s senior secured notes concurrently with the completion of the business combination.
The remaining proceeds were or will be used to finance the transaction and transaction costs or for general corporate purposes. Endo’s
debt remains outstanding.
Executive Leadership
Mr. Olafsson, who joined Mallinckrodt as President,
CEO, and a member of the Board of Directors in June 2022, now serves in the same capacity of the newly combined company. Paul Efron,
formerly a member of the Endo Board of Directors, serves as Board Chair of Mallinckrodt. The Company’s Board has nine directors
– four from Mallinckrodt’s board prior to the merger, including Mr. Olafsson, four from Endo’s board prior to the merger,
including Mr. Efron, and one jointly selected new director who will be announced shortly. (Click here to see more information on our
Executive Committee and Board of Directors.)
Earnings Conference Call
Mallinckrodt will issue a press release announcing the legacy
Mallinckrodt and Endo second-quarter 2025 financial results on Wednesday, August 6, 2025, followed by a conference call for
investors at 8 a.m. ET. The audio webcast may be accessed through this link, and to access the call through a conference line,
participants may dial 800-836-8184 (U.S. and Canada toll-free) or 646-357-8785 (outside the U.S.). Participants are advised to join
10 minutes prior to the scheduled start time. A replay of the webcast will be available following the event.
Advisors
Lazard served as Mallinckrodt’s financial
advisor; Wachtell, Lipton, Rosen & Katz served as Mallinckrodt’s lead counsel; and Hogan Lovells and Arthur Cox also served
as legal counsel to Mallinckrodt. Goldman Sachs & Co. LLC served as Endo’s financial advisor; Davis Polk & Wardwell
LLP served as Endo’s lead counsel; and Paul, Weiss, Rifkind, Wharton & Garrison LLP and A&L Goodbody LLP also served as
legal counsel to Endo.
Mallinckrodt has retained Georgeson, LLC as information
agent. Georgeson will assist investors with questions related to the merger mechanics and consideration as well as the conversion of
Endo stock into Mallinckrodt stock. Georgeson can be reached toll-free at (866) 585-7241 or for outside the U.S., (310) 853-6676.
About Mallinckrodt
Mallinckrodt is a leading provider of life-enhancing
therapeutics focused on addressing unmet patient needs and a world-class manufacturer of high-quality generics, sterile injectables,
and active pharmaceutical ingredients.
Our company consists of multiple wholly owned
subsidiaries that operate in two businesses. Our Brands business is focused on autoimmune and rare diseases in areas including endocrinology,
gastroenterology, hepatology, neonatal respiratory critical care, nephrology, neurology, pulmonology, ophthalmology, orthopedics, rheumatology,
and urology. Our Par Health business includes generic drugs, sterile injectables, and active pharmaceutical ingredients. To learn more,
visit www.MNK-Endo.com.
Mallinckrodt uses its website as a channel of
distribution of important company information, such as press releases, investor presentations and other financial information. It also
uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing
a press release or a filing with the U.S. Securities and Exchange Commission ("SEC") disclosing the same information. Therefore,
investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website
can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor
Relations page of the website.
Contacts
Investors
Bryan Reasons
Executive Vice President and
Chief Financial Officer
bryan.reasons@mnk.com
Media
Michael Freitag / Aura Reinhard
/ Catherine Simon
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Information Regarding
Forward-Looking Statements
Statements in this press release that are not
strictly historical may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act
of 1995, and involve a number of risks and uncertainties.
There are a number of important factors that
could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not
place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things:
(i) transaction-related
risks, including the Mallinckrodt’s ability to successfully integrate Mallinckrodt’s business and Endo’s business and
unanticipated costs of such integration, which may result in the combined company not operating as effectively and efficiently as expected;
uncertainties related to a future separation of the combined generics pharmaceuticals businesses of Mallinckrodt and Endo and Endo’s
sterile injectables business; the risk that the expected benefits and synergies of the proposed transactions may not be fully realized
in a timely manner, or at all; unanticipated difficulties, liabilities or expenditures relating to the business combination transaction;
the effect of the completion of the business combination transaction on Mallinckrodt’s and Endo’s business relationships
and business operations generally; the effect of the completion of the business combination transaction on the long-term value of Mallinckrodt’s
ordinary shares; risks that the business combination transaction may disrupt plans and operations of Mallinckrodt and Endo and their
respective management teams and potential difficulties in hiring, retaining and motivating employees as a result of the transaction;
risks related to our increased indebtedness as a result of the business combination transaction; significant transaction costs related
to the proposed business combination transaction; and potential litigation relating to the business combination transaction that could
be instituted against Mallinckrodt, Endo or their respective officers or directors;
(ii) risks
related to Mallinckrodt’s business, including potential changes in Mallinckrodt’s business strategy and performance; the
exercise of contingent value rights by the Opioid Master Disbursement Trust II (the “Trust”); governmental investigations
and inquiries, regulatory actions, and lawsuits, in each case related to Mallinckrodt or its officers; Mallinckrodt’s contractual
and court-ordered compliance obligations that, if violated, could result in penalties; compliance with and restrictions under the global
settlement to resolve all opioid-related claims; matters related to Acthar Gel, including the settlement with governmental parties to
resolve certain disputes and compliance with and restrictions under the related corporate integrity agreement; the ability to maintain
relationships with Mallinckrodt’s suppliers, customers, employees and other third parties following the emergence from the 2023
bankruptcy proceedings; scrutiny from governments, legislative bodies and enforcement agencies related to sales, marketing and pricing
practices; pricing pressure on certain of Mallinckrodt’s products due to legal changes or changes in insurers’ or other payers’
reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; the reimbursement practices
of governmental health administration authorities, private health coverage insurers and other third-party payers; complex reporting and
payment obligations under the Medicare and Medicaid rebate programs and other governmental purchasing and rebate programs; cost containment
efforts of customers, purchasing groups, third-party payers and governmental organizations; changes in or failure to comply with relevant
laws and regulations; any undesirable side effects caused by Mallinckrodt’s approved and investigational products, which could
limit their commercial profile or result in other negative consequences; Mallinckrodt’s and its partners’ ability to successfully
develop, commercialize or launch new products or expand commercial opportunities of existing products, including Acthar Gel (repository
corticotropin injection) SelfJect™ and the INOmax Evolve DS delivery system; Mallinckrodt’s ability to successfully identify
or discover additional products or product candidates; Mallinckrodt’s ability to navigate price fluctuations and pressures, including
the ability to achieve anticipated benefits of price increases of its products; competition; Mallinckrodt’s ability to protect
intellectual property rights, including in relation to ongoing and future litigation; limited clinical trial data for Acthar Gel; the
timing, expense and uncertainty associated with clinical studies and related regulatory processes; product liability losses and other
litigation liability; material health, safety and environmental laws and related liabilities; business development activities or other
strategic transactions; attraction and retention of key personnel; the effectiveness of information technology infrastructure, including
risks of external attacks or failures; customer concentration; Mallinckrodt’s reliance on certain individual products that are
material to its financial performance; Mallinckrodt’s ability to receive sufficient procurement and production quotas granted by
the U.S. Drug Enforcement Administration; complex manufacturing processes; reliance on third-party manufacturers and supply chain providers
and related market disruptions; conducting business internationally; Mallinckrodt’s significant levels of intangible assets and
related impairment testing; natural disasters or other catastrophic events; Mallinckrodt’s substantial indebtedness and settlement
obligation, its ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to incur further indebtedness;
restrictions contained in the agreements governing Mallinckrodt’s indebtedness and settlement obligation on Mallinckrodt’s
operations, future financings and use of proceeds; Mallinckrodt’s variable rate indebtedness; Mallinckrodt’s tax treatment
by the Internal Revenue Service under Section 7874 and Section 382 of the Internal Revenue Code of 1986, as amended; future changes to
applicable tax laws or the impact of disputes with governmental tax authorities; the impact of Irish laws; the impact on the holders
of Mallinckrodt’s ordinary shares if Mallinckrodt were to cease to be a reporting company in the United States; the comparability
of Mallinckrodt’s post-emergence financial results and the projections filed with the Bankruptcy Court; and the lack of comparability
of Mallinckrodt’s historical financial statements and information contained in its financial statements after the adoption of fresh-start
accounting following emergence from the 2023 bankruptcy proceedings; and
(iii) risks
related to Endo’s business, including future capital expenditures, expenses, revenues, economic performance, financial conditions,
market growth and future prospects; Endo changes in competitive, market or regulatory conditions; changes in legislation or regulations;
global political changes, including those related to the new U.S. presidential administration; Endo’s use of artificial intelligence
and data science; the ability to obtain and maintain adequate protection for intellectual property rights; the impacts of competition
such as those related to XIAFLEX®; the timing and uncertainty of the results of both the research and development and regulatory
processes; health care and cost containment reforms, including government pricing, tax and reimbursement policies; litigation; the performance
including the approval, introduction and consumer and physician acceptance of current and new products; the performance of third parties
upon whom Endo relies for goods and services; issues associated with Endo’s supply chain; Endo’s ability to develop and expand
its product pipeline and to launch new products and to continue to develop the market for XIAFLEX® and other branded, sterile injectable
or generic products; the effectiveness of advertising and other promotional campaigns; and the timely and successful implementation of
business development opportunities and/or any other strategic priorities.
The Registration Statement on Form S-4
filed with the SEC in connection with the business combination transaction describes additional risks in connection with the
transaction. While the list of factors presented here is, and the list of factors presented in the Registration Statement on Form
S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to Mallinckrodt’s most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC, which are available from the SEC’s website
(www.sec.gov) and Mallinckrodt’s website (www.mallinckrodt.com) and Endo’s most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which are available from the SEC’s website
(www.sec.gov) and Endo’s website (www.endo.com). There may be other risks and uncertainties that we are unable to predict at
this time or that we currently do not expect to have a material adverse effect on our business.
Mallinckrodt, the “M” brand mark,
the Mallinckrodt Pharmaceuticals logo, Endo and the Endo logo are trademarks owned or licensed by a Mallinckrodt company. Other brands
are trademarks of a Mallinckrodt company or their respective owners. © 2025.
###
Exhibit
99.2
| Confidential and subject to change
Par Health Confidential and subject to change
Par Health
Transaction Overview |
| Confidential and subject to change
Par Health Confidential and subject to change
Transaction Summary |
| Confidential and subject to change
Par Health
1. PF. Adj. EBITDA burdened by $35mm of forecasted annual net dissynergies
Transaction Summary
1
Sources
New $200mm Revolver $ -
New Unitranche Term Loan 1,150.0
Total Sources $1,150.0
MergeCo Transaction Uses $1,000.0
Cash to GxSI Balance Sheet 150.0
Total Uses $1,150.0
Uses
Pro Forma Capitalization
Amount Pricing Maturity x of EBITDA
Cash $150.0
New $200mm Revolver $ - S+650bps 6 years -
New Unitranche Term Loan 1,150.0 S+650bps 6 years 2.7x
Total Debt $1,150.0 2.7x
Net Debt 1,000.0 2.4x
Memo:
LTM Q2'25E PF. Adj. EBITDA1
$422.8
Overview
▪ Following their announced merger, Mallinckrodt and Endo
intend to separate their Generics (“Gx”) and Sterile Injectables
(“SI”) business units into a fully separate enterprise (“Par
Health” or, the “Company”)
• Par Health will consist of the (i) Mallinckrodt Specialty
Generics, (ii) Endo Generic Pharmaceuticals, and (iii) Endo
Sterile Injectables legacy segments
• All remaining business units will operate separately post-merger (“BrandCo”)
▪ The separation from BrandCo offers a meaningful rebranding
opportunity and allows for enhanced focus on the unique needs
of a generics manufacturer
▪ The Company is looking to raise a $1,350mm first-lien private
credit facility consisting of a $200mm revolver (undrawn at
close) and a $1,150mm unitranche term loan
• Represents 2.7x and 2.4x first lien gross and net closing
leverage, respectively
▪ Proceeds of the transaction will be used for repayment of
existing Mallinckrodt debt upon merger close, cash to the
Company’s balance sheet, and transaction fees and expenses
▪ The exact timing and structure of the Par Health separation is
not yet finalized, but is expected to occur after M&A close
▪ Funding of the Par Health financing may occur in two tranches –
(1) at M&A close to effectuate the merger and (2) upon the
subsequent separation |
| Confidential and subject to change
Par Health Confidential and subject to change
Company Overview |
| Confidential and subject to change
Par Health Overview Par Health
Reputation
Combining two well known, reliable and
reputable businesses
Active Pharmaceutical
Ingredients
Premium products serving
top-tier customers
Sterile Injectables
Critical medicines for
hospitals
Generic Pharmaceuticals
High-quality low-cost
medicines
Diversification
Large portfolio of offerings across the
pharmaceutical value chain
Scale
Extensive manufacturing expertise and vertical
integration creates foundation for growth
Par
Health
2 |
| Confidential and subject to change
Par Health
▪ Par Health’s combined Generics and Sterile Injectables is well positioned as a
market leader with robust product portfolio spanning multiple disease areas,
dosage forms and delivery technologies
− Generics:
▪ Finished Dose Generics: A category leader across several product
families with durable sales, comprising analgesics, ADHD, addition
treatment and more
▪ Active Pharmaceutical Ingredients (APIs): Vertically integrated global
footprint supporting diversified and scaled acetaminophen business
and 3rd party controlled substances sales, with new product and made-in-US opportunities
− Sterile Injectables:
▪ Durable legacy products in both vial and ready-to-use formats, with
robust pipeline to fuel future growth
▪ Robust manufacturing infrastructure includes 10 top-tier manufacturing
facilities and 2 R&D centers with US-advantaged footprint
▪ Extensive track record in commercializing tightly regulated products through
data-driven compliance, advanced Suspicious Monitoring System (SOM)
systems, and agency collaboration
Company Overview
Company Overview
Who We Are
By the Numbers
$306M
2025E Free Cash
Flow2
2.7x
Closing Gross Leverage
39.3%
2025E Gross Margin
28.7%
2025E EBITDA Margin
1.1%
2026E Revenue
Growth
~4,000
Employees
10 / 2
Manufacturing
Facilities / R&D Centers
~180
Products
$1.7B
2025E Total Revenue
1. Endo SI and Endo Gx revenues include risk-adjusted pipeline value
2. Reflects pre-tax unlevered free cash flow 3
FY’25E Sales
Sales by Segment1 Sales by Geography
Gx
63.9%
API
15.7%
SI
20.4%
U.S.
88.1%
Europe
5.4%
Other
6.5% |
| Confidential and subject to change
Seasoned Leadership Team Par Health
Stephen Welch
Chief Executive Officer
24
years at MNK
Jack Boyle
Chief Financial Officer
Andrew Gonce
Chief Operations Officer
Jason Goodson
Chief Strategy Officer
Kass Harrold
Chief Administrative Officer
Jake Longenecker
Chief Commercial Officer,
APIs & Controlled Substances
Chief Scientific Officer
Active Search
Matt Maletta
Chief Legal Officer and
Corporate Secretary
Mick McGuinness
Global Head of Quality &
Compliance
Scott Sims
Chief Commercial Officer &
Business Operations, Injectables
Jeff Wiegers
Chief Transformation Officer
Visionary and Tenured Management Team with Over 130 Years of Endo and Mallinckrodt Experience
12
years at MNK
7
years at MNK
6
years at MNK
18
years at Endo
13
years at MNK
10
years at Endo
11
years at Endo
11
years at Endo
26
years at MNK
4 |
| Confidential and subject to change
Par Health
1. Taken as pre-tax 2025E UFCF/ 2025E adj. EBITDA
2. EV/EBITDA multiple median includes Amneal, Amphastar, Ani, Organon, Sandoz, Teva and Viatris multiples as of 6/18/25
Executive Summary
Creation of New GxSI (Generics + Sterile Injectables) Company Creates Opportunity For Significant Value Creation
▪ Combined forecast anticipates flat to
low-single digit net sales growth and
flat to low-single digit EBITDA growth
with a steady EBITDA margin of ~29%
▪ Robust Sterile Injectable pipeline of
~40 products with >60% ready-to-use
(RTU) and other differentiated
products
▪ Strong pre-tax unlevered free cash
flow (uFCF) with initial uFCF % of
~61%1
showing mid-single digit CAGR
over five-year forecast horizon
Significant & Consistent
Cash Flow Generation
▪ Separation from Brands segments allows for enhanced
executive focus on the unique needs of the GxSI
businesses, allowing for the pursuit of unique, fit-for-purpose strategies and focused investing
▪ Best-talent management team approach will provide
important cultural and operational continuity while
instilling the new enterprise with fresh energy, promoting
both recruitment and retention
▪ Rebrand GxSI business to Par Health should create
opportunity to forge a new reputation in the
marketplace, allow for simplified investor communications
and a streamlined and compelling investment profile
(including flexibility for M&A opportunities and other
transactions)
Tenured and Re-focused Business
5
▪ Multiple expansion opportunity as
the business delivers strong
performance and U.S. healthcare
policy and sentiment evolves –
generics sector trading lower (peers
average just ~6.9x on ‘25E EBITDA2
)
▪ Combined business footprint with
unique capacity within US,
supporting largest revenue area while
minimizing tariff exposure
▪ Commercial scale through integration
enables greater go-to-market
capabilities
Attractive Market
Backdrop & Commercial
Opportunity |
| Confidential and subject to change
Business Segments Overview Par Health
Generics Sterile Injectables
$1.1B
2025E Total
Revenue
(4.4%)
Revenue CAGR
(’25E–’27E)
$273M
2025E Total
Revenue
4.6%
Revenue CAGR
(’25E–’27E)
$354M
2025E Total
Revenue
7.5%
Revenue CAGR
(’25E–’27E)
Finished Dose Generics
($1,035M ‘24A)
A category leader in many product
familieswith durable sales
▪ Over 50% of portfolio DEA-controlled
▪ Four manufacturing sites able to flex
geography/cost, scale, technologies
▪ Unique ability to capitalize on expansive portfolio
with capable US footprint
Sterile Injectables
($361M ‘24A)
Robust pipeline, attractive
‘ready-to-use’ offerings should fuel future growth
▪ Durable legacy products in both vial and RTU formats
▪ Domestic and low-cost capacity for internal and contract
manufacturing growth (anticipated CMO revenue from
Endo brands not currently reflected)
▪ Diverse SI portfolio with pipeline of ~40 novel product
offerings
Active Pharmaceutical
Ingredients (APIs)
($297M ‘24A)
Boastslargest domestic API facility by volume
▪ Vertical integration protects core product costs,
supply, and quality
▪ Acetaminophen business provides global scale,
diversification
▪ Global footprint for new product and Made-in-US
opportunities
Opioids
34%
ADHD
16%
Lidoderm AG
14%
Addiction Treat.
7%
Dexlansoprazole
7%
Other on Market
22%
Other on
Market
SI's
53%
Adrenaline
(vials/bags)
27%
Vasostrict
20%
Acetaminophen
(APAP)
60%
Other APIs
7%
Controlled
Substances
33%
6
Note: Endo SI and Endo Gx revenues include risk-adjusted pipeline value |
| Confidential and subject to change
Par Health Confidential and subject to change
A) Generics Overview |
| Confidential and subject to change
Finished Dose Generics | Overview Par Health
Finished Dose Generics
Revenue (’23A – ’27E)
$1,103 $1,035 $1,104 $1,056 $985
$9 $36
$33
$1,103
$1,035
$1,113 $1,093
$1,018
2023A 2024A 2025E 2026E 2027E
On-Market Pipeline
Growth
▪ Portfolio of ~80 product families
▪ Products include: patches, solid oral extended-release
products, solid oral immediate-release products, liquids, semi-solids, powders, ophthalmics, and sprays
▪ One of the only generic manufacturers with its own controlled
substance API manufacturing capability
(1.9%) (6.2%) 7.6% (1.8%) (6.8%)
Select Products
LIDODERM® AG
Topical patch
Hydrocodone APAP
Oral tablet
DEXILANT®
Delayed-release capsule
Par Health's portfolio of fixed dose generics products features a broad
range of dosage forms designed to approach an array of therapeutic
areas – delivering trusted care across conditions
Lisdexamphetamine
Capsules
Oral capsule
Methadone
Oral solution
Mixed Amphetamine
Salts ER
Extended-release capsule
A
7 |
| Confidential and subject to change
Par Health
Product:
Branded Name % of 2025E Revenue Dosage Form Controlled
Substance?
Manufacturing
(Vertically Integrated)
Lidoderm AG LIDODERM® ~17% Topical patch API/FG: CMO
Hydrocodone APAP Norco® ~13% Oral tablet C-II Vertically Integrated
Dexlansoprazole DEXILANT® ~6% Delayed-release capsule API: CMO; FG: Internal
Oxycodone APAP Percocet® ~5% Oral tablet C-II Vertically Integrated
Lisdexamphetamine Capsules VYVANSE® ~5% Oral capsule C-II Vertically Integrated
Oxycodone Roxicodone® ~5% Oral tablet or capsule C-II Vertically Integrated
Naltrexone ReVia ~3% Oral tablet Vertically Integrated
Mixed Amphetamine Salts ER Adderall® XR ~3% Extended-release
capsule C-II Vertically Integrated
Codeine APAP Tylenol with Codeine ~3% Oral tablet C-III Vertically Integrated
Methadone Dolophine® ~2% Oral solution C-II Vertically Integrated
Other (102 Products) N/A ~40% Various N/A Varies
Source: Company information.
Note: Does not include sales from pipeline
Finished Dose Generics | Product Portfolio
Diversified Portfolio Of Differentiated Products With Vertically Integrated Manufacturing Capabilities
A
8 |
| Confidential and subject to change
Finished Dose Generics | Customer Relationships Par Health
All Other and
Government
Sample
Customers
• CVS formularies
• Omnicare
• Cardinal
• Target
• Distributors,
Optum
• Regional chains
• Walgreens
• Cencora (AB)
• Prime
Therapeutics
• Pharmerica
• GPO with 4 main
formularies
• McKesson One
Stop
• Multisource
• Rite Aid
• Wal-Mart
• Express Scripts
• Kroger
• Accredo
• Select regional
chains
• Distributors
• Federal Supply
Schedule
• 340B
• Substantial
lidocaine patch to
government
Par Health Holds Strong Relationships With The 4 Leading Contract Entities
A
2024 Share of
Market, volume 37% 24% 20% 12% 7%
9 |
| Confidential and subject to change
Par Health
1. For molecules we compete in
Active Pharmaceutical Ingredients | Overview
Active Pharmaceutical Ingredients (APIs)
Revenue (’23A – ’27E)
$324 $297
$273 $294 $299
2023A 2024A 2025E 2026E 2027E
▪ Only manufacturer of bulk acetaminophen in the
Western Hemisphere and leading supplier to global
consumer care companies
▪ Received more than one-third of aggregate DEA
quota for the US market in 20241
2.6% (8.3%) (7.9%) 7.5% 1.7%
Business Overview
…To A Global Customer Base
150+
Years in Business
~900
Dedicated
Employees
3
U.S. Manufacturing
Facilities
70
Countries Sold to in
2024
350+
Customers Sold to
in 2024
140+
Product SKUs
Trusted and Proven Partner…
Growth
A
10 |
| Confidential and subject to change
Active Pharmaceutical Ingredients | APAP Deep Dive Par Health
Our Premium Products Serve The Upper Tier Of The Market, Resulting In Strong Relationships With Large, Blue-chip Customers
Unique Position in Global Acetaminophen Market
▪ Fully owned, US-based manufacturing facilities
▪ Advantaged and proprietary PAP process with high-yield, low-impurity profile
▪ Not reliant on China for primary materials
▪ Differentiated chemistry, including standard-setting
direct compression products
▪ End-to-end customers solutions, offering quality,
reliability, support, and technical expertise
▪ Long history of collaborative quality relationship with
key brands and strong regulatory compliance
Supplier of acetaminophen focused on the upper
tier of the market
Product Portfolio
▪ Fully formulated compressible
acetaminophen
▪ Distinguished by formulation
components and particle size
▪ Spray-dried or granulated APAP
powder processing yields customer-specific particle sizes, facilitating
blending with other APIs
▪ Value-added formulations lower
customer manufacturing costs
COMPAP
▪ DCITM: Fully formulated, compressible form of ibuprofen
▪ PAP: Key starting material sold to third parties, manufactured through a
proprietary production process
▪ Other byproducts
Other
▪ Milled and sifted acetaminophen
▪ Multiple packaging configurations to
meet global customer needs
▪ APAP products are distinguished by
particle size and customer
specifications
▪ Largest volumes are attributable to
tablet manufacturing, and smaller
more specialized volumes for sachets,
oral liquids and other formulations
APAP
A
11 |
| Confidential and subject to change
Par Health
OTC Generics
Active Pharmaceutical Ingredients | Long-Term Customer
Relationships
APAP Controlled Substances (CS)
OTC Brands
Selling to leading global customers across…
Branded Generic
Longstanding Relationships Across Blue-chip Market Leading Customers
A
12 |
| Confidential and subject to change
Par Health
Share of revenue by competitive intensity
Percentage of portfolio, 2025 Net Revenues
Finished Dose Gx
Share of revenue by product family market position
Percentage of portfolio, 2025 Net Revenues
Finished Dose Gx
2%
8%
14%
76%
1
2
3-4
5+
2025E
Revenue
$1,113
64%
16%
5%
14%
1
2
3-4
5+
2025E
Revenue
$1,113
Market
Position
Competitor
Count
Despite High Degree Of Competition Across Portfolio, Our Generics Business Has Been Able To Secure First Or
Second Market Position In Majority Of Portfolio, By Revenue
Note: Financials based on FY’25 April LE & exclude Royalties ~$21m, CMO revenue, and pipeline products yet to launch in 2025
Our Generics business is a leader in its primary product
categories, even where competition is intense
Majority of Gx portfolio faces strong competition
• ~75% of portfolio faces 5 or more FDA-approved competitors
• Greatest concentration of competition is 5+ competitors
Majority of Gx portfolio is in a market-leading position
• ~80% of portfolio by revenue in first or second market share
position
• Over 90% of analgesic portfolio in first or second market
position; opportunities in ADHD to grow share
A
13 |
| Confidential and subject to change
Par Health
Source: IQVIA 2024 Data, million extended Units
1. SpecGx LLC is the primary operating entity of Mallinckrodt’s generics business
A
Opioids
(e.g., Gx Vicodin, Gx Percocet)
ADHD
(e.g., Gx Adderall, Gx Vyvanse)
Addiction Treatment
(e.g., Gx Suboxone, Naltrexone)
- 2,000 4,000
MALLINCKRODT
RHODES PHARMA
KVK-TECH INC
AMNEAL PHARMA
TRIS PHARMA INC
HIKMA PHARMA
ALVOGEN INC
GENUS LIFESCIEN
CAMBER PHARMA
EYWA PHARMA
All Others
- 500 1,000
Teva USA
ELITE PHARMA
MALLINCKRODT
SHIRE US INC
SANDOZ INC
TRIGEN LAB
EPIC PHARMA LLC
LANNETT
ALVOGEN INC
KVK-TECH INC
All Others
- 100 200
MALLINCKRODT
HIKMA PHARMA
DR.REDDY'S LAB
RECKITT BENCKIS
ALVOGEN INC
SUN PHARMA
MYLAN
INGENUS
AMNEAL PHARMA
ACCORD HEALTH
All Others
SpecGx LLC1
SpecGx market leader in
top controlled substance
product families
• Strong customer
relationships built
upon supply
performance, quality,
and compliance
• Investments in
capacity to meet
market future needs,
notably within ADHD
• Quota process
expertise and record
of performance
Legacy SpecGx Retail Generics Market Position:
Leader in Controlled Substance Segments
14
SpecGx LLC1
SpecGx LLC1 |
| Confidential and subject to change
Par Health
• API Business R&D focused on new Drug
Master File (DMFs) to support the generics
pipeline as well as enhanced API chemistries
to increase yields and lower costs
• St. Louis plant is largest API production
facility in the country by volume with
potential for expanded production to
support Made-in-America initiatives
Generics| Growth Strategy Generics Pipeline
Strong product launches are expected over the course
of the next 3 years forecasted to generate annual
revenues of at least $80M by 2027
API Development
Vertically integrated solid dose products (SpecGx) both of
which provide more durable generic market assets
▪ Internal capabilities in both US and India to develop
vertically integrated and differentiated products
▪ API development capabilities leverage largest US API
site, deep controlled substances experiences, deep non-nitrosamine formulation capabilities
▪ Finished Dose development leverages both US- and
India-based resources for solid dose offerings
▪ Addition of Endo Gx portfolio provides meaningful
diversification into non-controlled substance products,
including Lidoderm AG as the leading Gx product by
revenue
Generics Development Capabilities
Focused On Opportunities Aligned To Existing Capabilities, With A Particular Focus On
Products That Can Use Internally Sourced APIs
A
15 |
| Confidential and subject to change
Par Health Confidential and subject to change
B) Sterile Injectables Overview |
| Confidential and subject to change
Sterile Injectables | Overview Par Health
Overview Financial Summary
▪ Diverse portfolio of 35+ life-enhancing products used in
hospitals, health-systems and clinics
▪ Durable legacy products in both vial and RTU formats
▪ Domestic and low-cost capacity for internal and contract mfg
growth
▪ Diverse SI portfolio with pipeline of ~40 novel product offerings
Adrenaline
(vials/bags)
27%
Vasostrict
Aplisol 20%
15%
Alvimopan
6%
Other on Market SIs
32%
Sterile Injectables
($361M ‘24A)
▪ Total revenues are expected to hold steady with low-single digit
growth
▪ Meaningful pipeline contribution and growth in 2026 and beyond
▪ Pipeline launches offsetting erosion from competitive pressures
and driving overall revenue growth
▪ Revenue decrease FY23 to FY24 primarily driven by the non-recurrence of FY23 payment received as part of a contract
settlement along with competitive impacts across multiple
products in FY24
$430 $361 $353 $345 $330
$1 $29 $80
$430
$361 $354 $374 $410
2023A 2024A 2025E 2026E 2027E
On-Market Pipeline
Growth (27.1%) (15.9%) (2.0%) 5.5% 9.6%
1
1. Top product breakdown provided on page 18
B
16 |
| Confidential and subject to change
Sterile Injectables Overview Par Health
Key Customers Areas of Focus and Growth Strategy
Hospitals
52%
Clinics
32%
Long Term Care
7%
Other &
Government
9%
Hospitals
• Acute care products in >95% of U.S. hospitals
• Face-to-face key account management
Clinics • Hospital Clinics, Physician Owned Oncology Clinics
LTC • National, Long Term Care GPOs
Other &
Gov’t • Home Infusion, Federal Hospitals
Critical Care Critical Testing Maternal Health Anesthesia
Grow
Differentiated Pipeline
Enhance
Capabilities
Launch
New Products
Grow pipeline value through
addition of differentiated and
durable product opportunities
Enhance capabilities to support
more differentiated and complex
products
Develop and launch new products
that address our customer needs
Expect Segment Revenues To Grow At A Mid-to-high Single Digit CAGR Over Next 3 Years
60% of pipeline is RTUs and
other differentiated
products
Internal manufacturing
capabilities across RTU
formats at scale
~40 new product candidates
with ~20 launches expected
over the next 3 years
B
17 |
| Confidential and subject to change
Par Health
Product: % of 2025E Revenue Dosage Form Manufacturing
(Vertically Integrated?) Market Share
Adrenalin ~24% Injection Rochester (Vials / PFS) /
CMO (Bags) 30%
Aplisol ~19% Injection Rochester 47%
Vasostrict ~10% Injection Rochester 52%
Alvimopan Capsules ~6% Capsules Chennai 28%
Buprenophine ~4% Injection Rochester 83%
Thrombin ~4% Injection Rochester N/A - CMO Product
Calcitonin ~4% Injection Rochester 40%
Ertapenem ~3% Injection CMO 26%
Brevital ~3% Injection Rochester 93%
Tigan ~3% Injection Rochester 100%
Other (25 Products) ~20% Multiple Rochester / CMO / Chennai N/A
Sterile Injectables | Product Portfolio
Broad Portfolio Of Non-marketed Hospital-based Products With Robust Pipeline Including Attractive Ready-to-use
Products And 20 Near-term New Product Launches
B
18 |
| Confidential and subject to change
Par Health
Development Filed
Refocused Pipeline Provides Meaningful Growth Opportunity
Sterile Injectable Product Pipeline
Pipeline data as of March 31, 2025
~40 ~3 2025 planned launches
PRODUCTS
~60% RTU and Differentiated
Expect segment revenues to grow at a mid-to-high single digit CAGR over next 3 years
Product launches ~20 over the next 3 years
2025 planned submissions ~7 3 submissions completed
8 2023-24 launches
Area # in
Pipeline Indications/Therapeutic Areas
Critical Care &
Testing 23
• Anaphylaxis; Hypertension associated with various
conditions
• MRI Imaging
• Opioid overdose; Atrial Fibrillation or Atrial Flutter; Anti-inflammatories
Maternal Health 6
• Antepartum/ Postpartum – initiation/improvement of
uterine contractions
• Parenteral nutrition
Anesthesia 7
• Muscle relaxants
• Anesthetic agent for diagnostic and surgical procedures
• Local or regional anesthesia or analgesia for surgery
Other Diseases &
Conditions 6
• Several diseases, including skin conditions, mental health,
and certain cancers
B Sterile Injectables | Critical Medicines for Hospitals
19 |
| Confidential and subject to change
Par Health Confidential and subject to change
C) Manufacturing and Quality Control |
| Confidential and subject to change
Manufacturing Footprint Par Health
10
Manufacturing
Facilities
2
R&D Centers
Capital investments include projects
to enhance growth or increase
efficiency as well as the requisite
investments to maintain the site to
ensure quality, regulatory and safety
requirements are met (generally in
line with depreciation)
CapEx
~$90M/year
United States
Indore, India
Sterile Injectables
India
Mumbai, India
R&D
Chennai, India
API, Finished Gx
Greenville, IL
Compressible APAP
Webster Groves, MO
Solid Dose / R&D
Fenton, MO
Complex Oral Solid Dose
St. Louis, MO
API
Rochester, MI
Sterile Injectables
Hobart, NY
Controlled Substances
Raleigh, NC
APAP
APIs
Generics
Sterile Injectables
R&D
Expanded, Vertically-Integrated, End-to-End Manufacturing Network Key to
Producing High-Quality Products Valued by Customers
C
20 |
| Confidential and subject to change
Par Health
10B+ Doses Capacity
1. Fenton, MO site leased in 2024, expected to be fully licensed for operation in 2025
Vertically Integrated Business
~10%
APAP / COMPAP
~27,000 Metric Tons
APAP Capacity
Raleigh, NC
APAP
~60% ~40%
Greenville, IL
COMPAP
~90%
APAP to
Global OTC Markets
COMPAPTM to
Global OTC Markets
API
~300 MT Controlled
Substances API
St. Louis, MO
API
~50% ~50%
Hobart, NY /
Fenton, MO
Finished Dose
Generics Finished
Dose for US Rx
Market
API Sales to Global
Generic and Branded
Rx
C
21 |
| Confidential and subject to change
Par Health
0
Warning letters or
critical findings since
2020
Location Last FDA
Inspection Observations
St. Louis, MO Feb 2022 0
Raleigh, NC Jan 2019 0
Greenville, IL Jan 2019 1
Hobart, NY Jan 2025 4
Webster Groves, MO Sept 2023 2
Rochester, MI Jun 2025 1
Indore, India Mar 2024 1
Chennai, India
PCF: Mar 2023 0
PAT: Sep 2019 0
Mumbai, India Dec 2024 4
~20
Regulatory inspections
in the last 5 years
9
Manufacturing Sites
operating under cGMP
and regularly inspected
Commentary
▪ PMDA (Japan) hosted at two separate facilities without any major
findings
▪ Chinese inspectorate hosted at Hobart with zero observations
▪ ANVISA (Brazil) granted cGMP certificate to Greenville facility
▪ Health Canada and EMEA have audited our in-country quality
systems without any major findings
▪ SpecGx PM/Pharmacovigilance program audited twice in the past 5
years without any observations
Quality and Regulatory
Note: No official actions have been taken by regulators, only voluntary actions
C
22 |
| Confidential and subject to change
Par Health Confidential and subject to change
D) Additional Growth Levers |
| Confidential and subject to change
Par Health
▪ Favorable market dynamics, especially in sterile injectables and ADHD products, with strong demand driven in part by
persistent industry supply challenges
▪ Commercial scale through integration enables greater go-to-market capabilities
▪ Multiple small/mid tuck-in opportunities available to expand core portfolio with internal manufacturing capabilities
▪ Engaged with multiple parties on strategic partnerships on advanced manufacturing, e.g., fermentation of intermediates
and continuous manufacturing of APIs
▪ Current political moment favors US manufacturing footprint for pharmaceutical production
▪ Operational footprint configured to support long-term growth in sterile injectables and solid dose (in US and India) with
available idle capacity to potentially reshore, adding to top and bottom line
▪ Strategic capital investments can further expand domestic production and COGS efficiencies
▪ Recent record of successful product launches, including Gx Vyvanse capsules, adrenalin RTU bags, and vasopressin RTU
bottles have expanded core offerings
▪ Pipeline of generic products (with focus on vertical-integration opportunities utilizing internally produced APIs) provides
growth opportunities (~$80M cumulative new revenue by 2027), offsetting typical mid-single digit generic portfolio erosion
▪ Focused strategy likely supports additional pipeline and new product launches within respective segments
Market Dynamics
Additional Growth Levers
Inorganic
Expansion /
Business
Development
Capital /
Expansion of Base
Further Pipeline
Development
D
23 |
| Confidential and subject to change
Par Health Confidential and subject to change
Industry Overview and Outlook |
| Confidential and subject to change
Generics Market Overview Par Health
1. Source: IQVIA, National Sales Perspectives and RxInsights, 2023
Note: Limited to Rx and OTC Insulins; Includes Retail, Non-Retail and Mail
2. Represents moving annual total for November 2023
3. Source: IQVIA, National Sales Perspectives, National Prescription Audit, November 2023
24
Unbranded Generics Sales1
($B)
YoY
Growth % 0.9% (0.2%) (2.5%) (2.0%) 4.5%
Prescriptions (% of total)3
56.4 56.3
54.9 53.8
56.2
2019 2020 2021 2022 2023
9.3% 8.9% 8.7% 11.5% 9.8% 9.4%
4.1% 3.6% 3.4% 3.2% 3.0% 2.7%
86.6% 87.5% 87.8% 85.3% 87.2% 87.9%
2018 2019 2020 2021 2022 2023
Brand Branded Generic Generic
(Adj. Prescriptions)
2 |
| Confidential and subject to change
Sterile Injectables Market Overview Par Health
~$200B
Total
Injectable
Market
Total Products
1,320
~$150B
Biologics
Market
BLA = 286 &
Bio-similar = 16
~$50B Small
Molecule
NDA = 513 &
ANDA/AG = 375
~$20B Retail/Mail ~$30B Non-Retail
Areas of focus:
• Specialty pharmacy
• Ambulatory self administered
• Cross over with Gx if able
• Long-term care
• Home Health
~$25B Hospitals
Areas of focus:
• University & Community Hospitals
• Health-systems
• Clinics
• Affiliated ambulatory surgery centers
• 503B compounding pharmacies
~$73B Retail/Mail ~$77B Non-Retail
25 |
| Confidential and subject to change
Par Health
▪ Combined business footprint unique with API, Gx, and SI
capacity within US, supporting largest revenue area while
minimizing tariff exposure (tariff risks exist on API starting
materials, APAP exports, and Indian finished dose imports)
▪ Evolving legislation favors US manufacturing, combined
entity has greater portfolio and scale
Macro Backdrop
▪ Core products, including acetaminophen, analgesic combo
products, Lidoderm AG patch, and intensive care Steriles
provide strong revenue base
▪ Pipeline includes over 50 products in Gx/Steriles to offset
portfolio erosion, including vertically-integrated Gx
products and competitively differentiated Steriles
▪ Strong reputation and relationship with DEA and FDA
stakeholders
▪ Strong quality performance supports efficiency in future
pipeline ANDA reviews
▪ Both Endo and Mallinckrodt have had Opioid Monitors
and settlements approved related to legacy matters
▪ Robust compliance programs with independent oversight
in place for years
Combined GxSI Business Well Positioned to Navigate Industry-Wide Risks
Global Trade / Geopolitical Risk Pipeline / Product Risk
Regulatory, DEA Quota and FDA Risk Legal History and Compliance
26 |
| Confidential and subject to change
Par Health Confidential and subject to change
Key Credit Highlights |
| Confidential and subject to change
Key Credit Highlights Par Health
2
Industry leading reputation for quality, compliance and service providing stability
within existing and future regulatory frameworks
3
Robust pipelines in Sterile Injectables and core Generics support further growth
and expand addressable market
4
Pro forma business benefits from resilient, high margin revenue streams generating
strong free cash flow conversion
Modest closing leverage and fortified pro forma balance sheet with a conservative go-forward financial policy results in rapid deleveraging over two-years
5
1
Global generics business of scale with a robust, diversified product portfolio spanning
multiple disease areas, dosage forms and delivery technologies
27 |
| Confidential and subject to change
Par Health
Click to edit Master title style
Par Health Can Address The Current And Everchanging Needs Of Today’s Patients And Prescribers
Comprehensive portfolio of
~180 Products
designed to meet a diverse
array of patient needs
Robust Portfolio
A true market leader with
80% of products
in first or second market
share position by revenue
Leading Market
Position
Vertically integrated
marketing network of
10 Facilities
allowing end-to-end control
of quality and speed
Holistic
Manufacturing
Network
Unmatched scale with
sales in
70 Countries
leading to global brand
recognition and accelerated
market penetration
Global Presence
1 Global Generics Business of Scale With a Robust Product Portfolio
28 |
| Confidential and subject to change
Par Health
Suspicious Order Monitoring (SOM)
What is it and why does it matter?
Preventing the diversion of our controlled substances products is
critical to our effortsto help ensure the legitimate medical needs of
appropriate patients are met.
Our Controlled Substances Compliance team of roughly a dozen
professionals(some of whom boast decades of DEA experience on
their resumes) utilizes data technologies, algorithms and human
intelligence to detect and investigate outliersin sales and chargeback
data to flag and restrictsuspicious orders, reducing the likelihood of
bad actors accessing our products thereby helping to reduce their
potential abuse and misuse.
We actively share SOM intelligence with our distributor customers and
law enforcement and are dedicated to continuousimprovement and
industry leadership as we believe reducing diversion saves lives.
We have an excellent working relationship with the DEA and
other law enforcement agencies to minimize diversion
Controlled substances business has been independently monitored by Gil
Kerlikowske (former drug czar) with publicly assessable reportsissued
documenting compliance with obligations
Advance
Policy
Harness Emerging
Technologies
Drive
Industry
Collaboration
and Self-Regulation
RESPONSIBLE LEADERSHIP*
We believe our dedication to
excellence in this area, focus on
continuous improvement, and
willingness to engage and collaborate
to share and advance best practices
forms a virtuous cycle
*Subject to any limitations under our
opioid operating injunction and
applicable antitrust considerations
We Take Our Obligations Seriously and Have
Robust, Industry-Leading Processes in Place
2 Industry Leading Reputation for Quality, Compliance and Service
29 |
| Confidential and subject to change
Par Health
▪ A company-wide approach owned by senior leaders that empowers and engages all employees to:
✓ Embody company values and their associated behaviors
✓ Make risks, opportunities and problems visible as they are identified
✓ Contribute to increasing our organizational capabilities
✓ Drive Continuous Improvement through structured processes
✓ Deliver excellent service and quality to the patient and customers
▪ Based on the 2017 ISPE Quality Culture Guidance and FDA, MHRA, HPRA, PIC/S Guidance on the
importance of Company Culture
▪ Measured through leading and lagging metrics
▪ Supported by 7 systematic processes:
A Quality Culture of Excellence
Gemba
Leadership
& Vision
Culture of
Excellence
Cultural
Enablers
Oversight,
Reporting
& Action
Leading
Indicators &
Action Triggers
Altitude
& Mindset
Good Catch
30
2 |
| Confidential and subject to change
Par Health
Robust Pipeline in Sterile Injectables and Core Generics Driving Further
Growth
Road to Growth Strategy
✓ Following a Q4 2024 reassessment, the sterile
injectables pipeline was streamlined to prioritize
fewer, higher-impact assets – resulting in a more
focused, executable strategy with an increased
likelihood of successful launches
✓ Increased reliance on internal capabilities and
vertical integration to accelerate product
development and commercial readiness
✓ Recent successful launches (e.g., Gx Vyvanse
capsules, adrenalin and vasopressin RTUs)
underscore execution strength and validate the
pivot toward durable, complex generics, while
new submissions and launches (~20 expected
over 3 years) support growth
✓ Enhanced API sourcing and DMF investments
improve speed-to-market, reduce cost and
complexity, and position the business to capture
~$80M in cumulative generics pipeline revenue
by 2027
• Operational complexity
• Drug shortages
• Drug costs
• Safety and wastage
Grounded in
providing solutions to address
hospital and patient pain points
Guided by Voice of Customer
We continue to gain clarity on
target segments / product formats
to address common pain points in
the hospital setting
Continued focus on a
pipeline of differentiated
products that are more
challenging to develop and
less easily commoditized
resulting in more durable
revenue streams
Focus in areas of less
competitive density
Looking Ahead
Continued Pursuit of
Differentiated & Durable
Portfolio
3
31 |
| Confidential and subject to change
Par Health
$306
$413 $425
2025E 2026E 2027E
UFCF
$56 $54 $55
$33 $41 $24
$89 $94
$79
2025E 2026E 2027E
Maintenance CapEx Growth CapEx
$499 $517 $511
2025E 2026E 2027E
PF. Adj. EBITDA
1. Pre-Tax Unlevered Free Cash Flow calculated as PF. Adj. EBITDA (with $35mm of annual dissynergies incorporated) - Non-Routine Legal Adjustments - CapEx -/+ Change in NWC +/- Other Adjustments
Stable Margin Profile Drives Strong Free Cash Flow Generation
and Conversion
32
Scaled Revenue Base
Disciplined CapEx Profile $1bn+ Unlevered Free Cash Flow1
through 2027E
4
Includes $35mm annual dissynergies
Capital investments to enhance growth and efficiency while ensuring requisite
site maintenance
39% 39% 40% 29% 29% 30%
18% 23% 25%
Gross
Margin:
UFCF
Margin:
PF. Adj. EBITDA
Margin:
Driven by NWC impact of higher A/R and Inventory buildup
$1,741 $1,761 $1,727
2025E 2026E 2027E
Revenue
Sizeable PF. Adj. EBITDA Profile With Stable Margins |
| Confidential and subject to change
Par Health
▪ Primary focus on debt repayment in near-term following closing of
the separation
▪ Retained excess free cash flow to be used for accretive
reinvestment and shareholder distributions
▪ Financing Assumptions:
• Debt Quantum: $1,350mm, consisting of a $200mm Revolver
(undrawn at close), and a $1,150mm Unitranche Term Loan
• Pricing: S + 650 bps
• Amortization: 1.0% p.a.
• Opening ECF Sweep: 50%
2.4x
1.8x
1.2x
0.6x
Q2'25 2025E 2026E 2027E
Modest Leverage and Conservative Go-Forward Financial Policy
33
Rapidly Deleveraging Net Leverage Profile1
Significant Deleveraging and Distribution Capacity2
5
High Post-CapEx Fixed Charge Coverage3
2.0x
2.8x
3.8x
4.9x
Q2'25 2025E 2026E 2027E
Commentary
At Close
At Close
$103
$260 $291
2H'25 2026E 2027E
Cumulative leveraged free cash flow of $655mm through 2027E available for
debt repayment, shareholder distributions, and accretive reinvestment
1. First Lien Net Leverage calculated as (Total Debt - Cash) / PF. Adj. EBITDA
2. Levered Free Cash Flow calculated as Unlevered Free Cash Flow - Taxes - Net Interest Expense - Mandatory Amortization. Levered Free Cash Flow is pre-Mandatory ECF Sweep
3. Fixed Charge Coverage Ratio calculated as (LTM PF. Adj. EBITDA - CapEx - Taxes) / (Net Interest Expense + Mandatory Amortization) |
| Confidential and subject to change
Par Health Confidential and subject to change
Financial Overview |
| Confidential and subject to change
Financial Summary: 2022A – 2027E Par Health
34
Revenue by Legacy Business Unit
Revenue By Segment
1. Pipeline figures are risk adjusted
Revenue (On Market vs. Pipeline1
)
Pipeline %
$2,030 $1,857 $1,693 $1,730 $1,695 $1,614
$10 $65 $113
$2,030 $1,857 $1,693 $1,741 $1,761 $1,727
2022A 2023A 2024A 2025E 2026E 2027E
On Market Pipeline
1% 4% 7%
▪ Stable topline projections with forecasted growth in Sterile
Injectables more than offsetting minor contribution declines from
other segments
• Standard average selling price erosion baked into forecast
consistent with historical trends
• High visibility into risk-adjusted revenue contribution from
pipeline products given company expertise in new product
development and regulatory approval processes
▪ 95% of revenues through 2027E are currently on-market and not
subject to pipeline risk
$645 $777 $896 $894 $915 $896
$795 $650 $435 $492 $472 $421
$590 $430 $361 $354 $374 $410
$2,030
$1,857
$1,693 $1,741 $1,761 $1,727
2022A 2023A 2024A 2025E 2026E 2027E
MNK Gx Endo Gx Endo SI
$1,125 $1,103 $1,035 $1,113 $1,093 $1,018
$315 $324 $297 $273 $294 $299
$590 $430 $361 $354 $374 $410
$2,030 $1,857 $1,693 $1,741 $1,761 $1,727
2022A 2023A 2024A 2025E 2026E 2027E
Finished Dose Generics APIs Sterile Injectables
Commentary |
| Confidential and subject to change
Par Health
$752
$495
$296 $306 $413 $425
2022A 2023A 2024A 2025E 2026E 2027E
UFCF
$1,014
$803 $696 $684 $689 $688
2022A 2023A 2024A 2025E 2026E 2027E
Gross Profit
Financial Summary: 2022A – 2027E (Cont’d)
35
Gross Profit
PF. Adj. EBITDA1 Unlevered Free Cash Flow2
$738
$604 $512 $499 $517 $511
2022A 2023A 2024A 2025E 2026E 2027E
PF. Adj. EBITDA
1. PF. Adj. EBITDA includes $35mm annual dissynergies from 2022A to 2027E. Historical figures are pro forma for dissynergies
2. Pre-Tax Unlevered Free Cash Flow calculated as PF. Adj. EBITDA (with $35mm of annual dissynergies incorporated) - Non-Routine Legal Adjustments - CapEx -/+ Change in NWC +/- Other
Adjustments
▪ Stabilized gross profit and PF. Adj. EBITDA margin profile leads to
consistent free cash flow conversion
• CapEx forecast of ~$90mm p.a. supports requisite site and
product maintenance as well as company investment into new
product launches
▪ PF. Adj. EBITDA and cash flow forecasts based on normalized
market conditions and supply dynamics vs. 3-year trailing period
volatility
Commentary
36% 33% 30% 29% 29% 30% 37% 27% 17% 18% 23% 25%
UFCF
Margin:
PF. Adj.
EBITDA
Margin:
Gross
Profit
Margin:
50% 43% 41% 39% 39% 40% |
| Confidential and subject to change
Par Health
At Close 2025E 2026E 2027E
(LTM Q2'25)
Revenue $1,646.4 $1,740.7 $1,760.5 $1,726.6
Growth % 2.8% 1.1% (1.9%)
Gross Profit $620.5 $683.8 $689.2 $687.7
Margin % 37.7% 39.3% 39.1% 39.8%
PF. Adj. EBITDA $422.8 $498.8 $517.4 $511.3
Margin % 25.7% 28.7% 29.4% 29.6%
(-) Non-Routine Legal Adjustments (26.0) (12.5) -
(-) CapEx (89.1) (94.3) (78.6)
(+/-) Changes in NWC (74.9) 3.9 (6.0)
(+/-) Other (3.1) (1.5) (1.3)
(-) Taxes 21.5% (36.0) (55.7) (58.2)
UFCF $269.8 $357.2 $367.2
(-) Net Interest Expense S+650bps (53.8) (85.7) (64.2)
(-) Mandatory Amortization 1.0% (5.8) (11.5) (11.5)
LFCF $103.1 $260.1 $291.4
(-) Mandatory ECF Sweep 50.0% (37.4) - -
(-) Optional Paydown 50.0% (38.7) (143.5) (217.5)
Change in Cash $27.0 $116.5 $73.9
Cash Balance $150.0 $177.0 $293.5 $367.5
Debt Balance 1,150.0 1,068.2 913.2 684.2
Net Debt 1,000.0 891.2 619.6 316.7
LTM PF Adj. EBITDA 422.8 498.8 517.4 511.3
Credit Metrics
First Lien Net Leverage Ratio 2.4x 1.8x 1.2x 0.6x
Fixed Charge Coverage Ratio 2.0x 2.8x 3.8x 4.9x
Pro Forma Financial and Leverage Profile
36
Pro Forma Financial Profile PF. Adj. EBITDA & Margin
2.7x
2.1x
1.8x
1.3x
2.4x
1.8x
1.2x
0.6x
Q2'25 2025E 2026E 2027E
First Lien Gross Leverage First Lien Net Leverage
At Close
1
3
2
4
1
1
1
1
$499 $517 $511
2025E 2026E 2027E
PF. Adj. EBITDA
Includes $35mm annual dissynergies
29% 29% 30% PF. Adj. EBITDA
Margin:
1. 2H’25 data only
2. Includes one 50bps step-down in pricing at 0.5x inside closing First Lien Net Leverage ratio. Net Interest Expense calculated as Cash Interest Expense less Cash Interest Income. Cash
Interest Income calculated as Average Cash Balance multiplied by 3M SOFR Forward Curve
3. Steps down to 25% at 0.5x inside closing First Lien Net Leverage ratio, and to 0% at 1.0x inside closing First Lien Net Leverage ratio
4. Optional ECF Sweep of 50% throughout the projection period
First Lien Gross & Net Leverage |
| Confidential and subject to change
Financial Policy and Capital Allocation Strategy Par Health
37
Focus on
Near-Term
Deleveraging
Shareholder
Distributions
Invest in the
Business
▪ Meaningful deleveraging based off company’s sizeable free cash flow
generation
▪ Maintain conservative financial profile with strong coverage metrics to retain
financial flexibility and optionality
▪ Use portions of retained excess free cash flow for shareholder distributions
while maintaining primary focus of debt repayment
▪ Fund CapEx (~$90mm annually) and R&D required to support new product
launches and maintain high-quality manufacturing capabilities
▪ Portions of retained excess free cash flow to be used for accretive additional
reinvestment or M&A |
| Confidential and subject to change
Disclaimer Par Health
38
This Investor Presentation (“presentation”) contains confidential information regarding the businesses of Endo, Inc. and its subsidiaries (collectively, “Endo”) and Mallinckrodt plc and its subsidiaries
(collectively, “Mallinckrodt” and together with Endo, the “Companies”). By accepting this presentation, the recipient agrees that it will cause its directors, officers, employees and representatives to
maintain the confidentiality of the information contained herein.
The recipient understands and acknowledges that neither the Companies nor their advisors nor any of their representatives have made or are making, and the recipient and the recipient’s representatives
are not relying on, any representation or warranty, expressed or implied, as to the timeliness, accuracy or completeness of this presentation. Neither the Companies nor their advisors shall have any
responsibility whatsoever in respect of the accuracy or completeness of, or omissions from, this presentation or any other document or information, written or oral, supplied at any time to any recipient of
this presentation or its subsidiaries, affiliates, agents or advisors in the course of its evaluation of the Companies or in respect of any opinions, projections or other forward-looking statements expressed
therein or omitted therefrom. The Companies and their affiliates and representatives expressly disclaim any and all liability based, in whole or in part, on the presentation or any such documents or
information, or any errors or omissions therefrom. In addition, no such party is under any obligation to update this presentation or correct any inaccuracies or omissions in it that may exist or become
apparent or to provide the recipient with access to any additional information. Further, the Companies’ capital structures are subject to change, and there can be no assurance that they will not differ from
the information contained in this presentation.
This presentation includes certain statements, claims, estimates, predictions and other information with respect to the anticipated future performance of the Companies. Such statements include or are
based on “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Such statements
have been based on assumptions and subjective judgments and analysis by the Companies or others, and there can be no assurance that any such statements are attainable or will be realized and have
been included solely for illustrative purposes. These forward-looking statements involve risks and uncertainties, many of which are outside of the Companies’ control, and could, individually or in the
aggregate, have a material adverse effect on the Companies’ business, financial condition, results of operations and cash flows. No representations are made as to the accuracy of such statements. Actual
results may vary from the projected results contained or referred to herein and such projections are subject to certain risk factors including, without limitation, those discussed under the heading "Risk
Factors" in each Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or other filings with the U.S. Securities and Exchange Commission. The
Companies undertake no obligation to update any forward-looking statements after the date of this document for any reason.
Neither this presentation nor any additional information which may subsequently be provided to the recipient of this presentation shall constitute or form part of any offer to sell or invitation to purchase
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or investment. Potential investors are responsible for conducting their own investigations and analyses of the Companies.
Non-GAAP financial measures including adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), free cash flow and gross profit are included in this presentation
because they are used by management and certain investors to measure the Companies’ financial performance. Non-GAAP financial measures should not be considered a substitute for financial measures
prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may not be comparable to similarly titled measures reported by other companies. |
| 1
PAR HEALTH
COMBINED SEGMENT ADJUSTED EBITDA
(unaudited, in millions)
Period Ending1
Specialty Generics
Adjusted EBITDA2
GxSI Combined3
Adjusted EBITDA2
Pro forma
adjustments4
Combined Pro
Forma Par Health
Adjusted EBITDA
Trailing Twelve Month Pro Forma June 27, 2025
(Estimated) $ 254.4 $ 181.4 $ (13.0) $ 422.8
Estimated Three Months Ended June 27, 2025 53.3 55.7 (0.5) 108.5
Three Months Ended March 28, 2025 67.2 19.8 (1.6) 85.4
Fiscal Year Ended December 27, 2024 298.0 243.0 (29.0) 512.0
Three Months Ended December 27, 2024 61.0 50.7 (5.0) 106.7
Three Months Ended September 27, 2024 72.9 55.2 (7.0) 121.1
Fiscal Year Ended December 29, 2023 206.8 432.2 (35.0) 604.0
Fiscal Year Ended December 30, 2022 117.8 655.2 (35.0) 738.0
PAR HEALTH
COMBINED SEGMENT ADJUSTED GROSS MARGIN
(unaudited, in millions)
Period Ending
Specialty Generics
Adjusted
Gross Margin
GxSI Combined
Adjusted
Gross Margin
Combined Pro
Forma Par Health
Adjusted
Gross Margin
Fiscal Year Ended December 27, 2024 $ 385.3 $ 310.7 $ 696.0
Fiscal Year Ended December 29, 2023 286.2 517.2 803.4
Fiscal Year Ended December 30, 2022 184.7 829.1 1,013.8
PAR HEALTH
COMBINED SEGMENT UNLEVERED FREE CASH FLOW
(unaudited, in millions)
Period Ending
Specialty Generics
Unlevered Free
Cash Flow
GxSI Combined
Unlevered Free
Cash Flow
Pro forma
adjustments4
Combined Pro
Forma Par Health
Unlevered Free
Cash Flow
Fiscal Year Ended December 27, 2024 $ 171.2 $ 159.5 $ (35.0) $ 295.7
Fiscal Year Ended December 29, 2023 99.1 430.7 (35.0) 494.8
Fiscal Year Ended December 30, 2022 111.1 675.7 (35.0) 751.8 |
| 2
MALLINCKRODT PLC
SPECIALTY GENERICS SEGMENT ADJUSTED EBITDA
(unaudited, in millions)
Period Ending
Specialty Generics
Adjusted EBITDA 2
Trailing Twelve Month Pro Forma June 27, 2025 (Estimated) $ 254.4
Estimated Three Months Ended June 27, 2025 53.3
Three Months Ended March 28, 2025 67.2
Fiscal Year Ended December 27, 2024 298.0
Three Months Ended December 27, 2024 61.0
Three Months Ended September 27, 2024 72.9
Fiscal Year Ended December 29, 2023 206.8
Fiscal Year Ended December 30, 2022 117.8
MALLINCKRODT PLC
SEGMENT OPERATING INCOME TO ADJUSTED EBITDA RECONCILIATIONS
(unaudited, in millions)
Successor
Three Months
Ended March
28, 2025
Fiscal Year
Ended
December 27,
2024
Three Months
Ended
December 27,
2024
Three Months
Ended
September 27,
2024
Three Months
Ended June
28, 2024
Three Months
Ended March
29, 2024
Specialty Generics Segment Operating
Income per SEC Filings5 $ 59.0 $ 170.3 $ 50.5 $ 42.0 $ 51.9 $ 25.9
Adjustments:
Fresh-start inventory-related expense — 82.5 — 21.1 32.1 29.3
Depreciation and Amortization 9.8 42.7 10.5 9.7 10.3 12.2
Share-based compensation 0.6 0.4 0.1 — 0.2 0.1
Additional allocated operating costs6
(2.2) 2.1 (0.1) 0.1 2.0 0.1
Specialty Generics Adjusted EBITDA $ 67.2 $ 298.0 $ 61.0 $ 72.9 $ 96.5 $ 67.6
MALLINCKRODT PLC
SEGMENT OPERATING INCOME TO ADJUSTED EBITDA RECONCILIATIONS - CONTINUED
(unaudited, in millions)
Successor Predecessor
Non-GAAP
Combined9
Period from
November 15, 2023
to December 29,
2023
December 31, 2022
to November 14,
2023
Fiscal Year Ended
December 29, 2023
Specialty Generics Segment Operating (Loss) Income per SEC Filings 5 $ (4.6) $ 37.6 $ 33.0
Adjustments:
Fresh-start inventory-related expense 16.1 22.0 38.1
Depreciation and Amortization 10.4 32.4 42.8
Non-restructuring impairment charge — 85.8 85.8
Share-based compensation — 0.4 0.4
Additional allocated operating costs 6 3.3 3.4 6.7
Specialty Generics Adjusted EBITDA $ 25.2 $ 181.6 $ 206.8 |
| 3
MALLINCKRODT PLC
SEGMENT OPERATING INCOME TO ADJUSTED EBITDA RECONCILIATIONS - CONTINUED
(unaudited, in millions)
Predecessor Predecessor
Non-GAAP
Combined9
June 17, 2022 to
December 30, 2022
January 1, 2022 to
June 16, 2022
Fiscal Year Ended
December 30, 2022
Specialty Generics Segment Operating (Loss) Income per SEC Filings 5 $ (24.8) $ 32.0 $ 7.2
Adjustments:
Fresh-start inventory-related expense 57.0 — 57.0
Depreciation and Amortization 21.1 29.7 50.8
Restructuring and related charges, net — 3.5 3.5
Share-based compensation — — —
Additional allocated operating costs 6 3.5 (4.2) (0.7)
Specialty Generics Adjusted EBITDA $ 56.8 $ 61.0 $ 117.8 |
| 4
MALLINCKRODT PLC
SPECIALTY GENERICS SEGMENT ADJUSTED GROSS MARGIN
(unaudited, in millions)
Period Ending
Specialty Generics
Adjusted
Gross Margin
Fiscal Year Ended December 27, 2024 $ 385.3
Fiscal Year Ended December 29, 2023 286.2
Fiscal Year Ended December 30, 2022 184.7
MALLINCKRODT PLC
SEGMENT ADJUSTED GROSS MARGIN RECONCILIATIONS
(unaudited, in millions)
Successor Predecessor
Non-GAAP
Combined9
Fiscal Year
Ended
December 27,
2024
Period from
November 15,
2023 to
December 29,
2023
December 31,
2022 to
November 14,
2023
Fiscal Year
Ended
December 29,
2023
Specialty Generics Segment Net Sales per SEC Filings $ 896.3 $ 103.2 $ 673.7 $ 776.9
Less: Specialty Generics Cost of Sales per SEC Filings (607.9) (94.1) (452.6) (546.7)
Adjustments:
Fresh-start inventory-related expense 82.5 16.1 22.0 38.1
Amortization 14.4 1.7 16.2 17.9
Specialty Generics Adjusted Gross Margin $ 385.3 $ 26.9 $ 259.3 $ 286.2
MALLINCKRODT PLC
SEGMENT ADJUSTED GROSS MARGIN RECONCILIATIONS - CONTINUED
(unaudited, in millions)
Predecessor Predecessor
Non-GAAP
Combined9
June 17, 2022 to
December 30, 2022
January 1, 2022 to
June 16, 2022
Fiscal Year Ended
December 30, 2022
Specialty Generics Segment Net Sales per SEC Filings $ 357.3 $ 287.5 $ 644.8
Less: Specialty Generics Cost of Sales per SEC Filings (326.9) (204.9) (531.8)
Adjustments:
Fresh-start inventory-related expense 57.0 — 57.0
Amortization 9.5 5.2 14.7
Specialty Generics Adjusted Gross Margin $ 96.9 $ 87.8 $ 184.7 |
| 5
MALLINCKRODT PLC
SPECIALTY GENERICS SEGMENT UNLEVERED FREE CASH FLOW
(unaudited, in millions)
Period Ending
Specialty Generics
Unlevered Free
Cash Flow
Fiscal Year Ended December 27, 2024 $ 171.2
Fiscal Year Ended December 29, 2023 99.1
Fiscal Year Ended December 30, 2022 111.1
MALLINCKRODT PLC
SEGMENT UNLEVERED FREE CASH FLOW RECONCILIATIONS
(unaudited, in millions)
Non-GAAP Combined9
Fiscal Year
Ended
December 27,
2024
Fiscal Year
Ended
December 29,
2023
Fiscal Year
Ended
December 30,
2022
Specialty Generics Segment Adjusted EBITDA $ 298.0 $ 206.8 $ 117.8
Adjustments:
Capital expenditures 7 (59.3) (41.0) (41.7)
Change in net working capital 7
(67.5) (66.7) 35.1
Specialty Generics Unlevered Free Cash Flow $ 171.2 $ 99.1 $ 111.2 |
| 6
ENDO, INC.
GXSI COMBINED SEGMENT ADJUSTED EBITDA
(unaudited, in millions)
Period Ending
GxSI Combined
Segment Adjusted
EBITDA 2
Trailing Twelve Month Pro Forma June 30, 2025 (Estimated) $ 181.4
Estimated Three Months Ended June 30, 2025 55.7
Three Months Ended March 30, 2025 19.8
Year Ended December 31, 2024 243.0
Three Months Ended December 31, 2024 50.7
Three Months Ended September 30, 2024 55.2
Year Ended December 30, 2023 432.2
Year Ended December 31, 2022 655.2
ENDO, INC.
GXSI COMBINED SEGMENT OPERATING INCOME TO ADJUSTED EBITDA RECONCILIATIONS
(unaudited, in millions)
Successor Predecessor
Non-GAAP
Combined9
Three
Months
Ended
March 30,
2025
Three
Months
Ended
December
31, 2024
Three
Months
Ended
September
30, 2024
Three
Months
Ended June
30, 2024
April 1, 2024
through
April 23,
2024
Three
Months
Ended
March 30,
2024
Year Ended
December
31, 2024
GxSI Combined Segment
Operating Income per SEC8 $ 11.3 $ 36.2 $ 48.8 $ 25.4 $ 31.8 $ 62.5 $ 204.7
Adjustments:
Acquired in-process research
and development 10.8 — (1.7) — — (0.8) (2.5)
Depreciation and
Amortization
(2.6) 14.2 8.1 6.7 2.1 9.3 40.4
Share-based compensation 0.3 0.3 — — 0.1 0.4
GxSI Combined Segment
Adjusted EBITDA $ 19.8 $ 50.7 $ 55.2 $ 32.1 $ 33.9 $ 71.1 $ 243.0 |
| 7
ENDO, INC.
SEGMENT OPERATING INCOME TO ADJUSTED EBITDA RECONCILIATIONS - CONTINUED
(unaudited, in millions)
Predecessor
Year Ended
December 31, 2023
Year Ended
December 31, 2022
GxSI Combined Segment Operating Income per SEC8 $ 395.0 $ 685.6
Adjustments:
Acquired in-process research and development (0.3) (68.7)
Depreciation and Amortization 37.4 36.5
Share-based compensation 0.1 1.8
GxSI Combined Segment Adjusted EBITDA $ 432.2 $ 655.2
ENDO, INC.
GXSI COMBINED SEGMENT ADJUSTED GROSS MARGIN
(unaudited, in millions)
Period Ending
GxSI Combined
Segment Adjusted
Gross Margin
Fiscal Year Ended December 31, 2024 $ 310.7
Fiscal Year Ended December 31, 2023 517.2
Fiscal Year Ended December 31, 2022 829.1
ENDO, INC.
GXSI COMBINED SEGMENT ADJUSTED GROSS MARGIN RECONCILIATIONS
(unaudited, in millions)
Successor Predecessor
Non-GAAP
Combined9
Year ended
December 31, 2024
January 1, 2024
through April 23,
2024
Year Ended
December 31, 2024
GxSI Combined Segment Net Sales $ 520.3 $ 276.2 $ 796.5
Less: GxSI Combined Cost of Sales (585.6) (180.0) (765.6)
Adjustments:
Restructuring — 3.6 3.6
Fresh-start inventory-related expense 205.2 — 205.2
Amortization 41.8 29.2 71.0
GxSI Combined Segment Adjusted Gross Margin $ 181.7 $ 129.0 $ 310.7 |
| 8
ENDO, INC.
GXSI COMBINED SEGMENT ADJUSTED GROSS MARGIN RECONCILIATIONS - CONTINUED
(unaudited, in millions)
Predecessor
Year ended
December 31, 2023
Year ended
December 31, 2022
GxSI Combined Segment Net Sales $ 1,079.9 $ 1,385.1
Less: GxSI Combined Cost of Sales (669.7) (720.7)
Adjustments:
Restructuring and Other 5.2 17.4
Fresh-start inventory-related expense — —
Amortization 101.8 147.3
GxSI Combined Segment Adjusted Gross Margin $ 517.2 $ 829.1 |
| 9
ENDO, INC.
GXSI COMBINED SEGMENT UNLEVERED FREE CASH FLOW
(unaudited, in millions)
Period Ending
GxSI Combined
Segment Unlevered
Free Cash Flow
Year Ended December 31, 2024 $ 159.5
Year Ended December 31, 2023 430.7
Year Ended December 31, 2022 675.7
ENDO, INC.
GXSI COMBINED SEGMENT UNLEVERED FREE CASH FLOW RECONCILIATIONS
(unaudited, in millions)
Non-GAAP
Combined9
Year Ended
December 31,
2024
Year Ended
December 31,
2023
Year Ended
December 31,
2022
GxSI Combined Segment Adjusted EBITDA $ 298.0 $ 206.8 $ 117.8
Adjustments:
Capital expenditures 7 (59.3) (41.0) (41.7)
Change in net working capital 7
(67.5) (66.7) 35.1
GxSI Combined Segment Unlevered Free Cash Flow $ 171.2 $ 99.1 $ 111.2
____________________________
1 Mallinckrodt reports its results based on a “52 – 53 week” year ending on the last Friday of December. Endo reports its results on a calendar year basis.
The income statement information for the respective periods are combined within the Pro Forma Financial Information above, given the difference in
the fiscal period end of Mallinckrodt and Endo.
2 The supplemental financial information contains Adjusted EBITDA, which is considered a “Non-GAAP” financial measure under the applicable U.S.
Securities and Exchange Commission’s rules and regulations, together with the reconciliation to the most directly comparable GAAP financial measure.
Management strongly encourages readers to review Mallinckrodt's and Endo's audited and unaudited condensed consolidated financial statements and
publicly filed reports in their entirety.
3 Endo, Inc.'s four historical reportable business segments are Branded Pharmaceuticals, Sterile Injectables, Generic Pharmaceuticals and International
Pharmaceuticals. Within this exhibit, references to "GxSI Combined" represent the combined activity for Endo, Inc.'s Sterile Injectables and Generic
Pharmaceuticals segments. There are no intersegment transactions requiring elimination.
4 Pro Forma Adjusted EBITDA includes approximately $35 million and approximately $9 million of annual and quarterly dissynergies, respectively, as well
as certain adjustments to legal expenses in the historical periods presented.
5 As disclosed in Mallinckrodt's quarterly report on Form 10-Q for the three months ended March 28, 2025 (Successor), management measures and
evaluates Mallinckrodt's operating segments based on segment net sales and operating income. Certain amounts that management considers to be
non-recurring or non-operational are excluded from segment operating income because the chief operating decision maker evaluates the operating
results of the segments excluding such items. These items may include, but are not limited to corporate and unallocated expenses, combination,
integration, and other related costs, and liabilities management and separation costs. Although these amounts are excluded from segment operating
income, as applicable, they are included in reported consolidated operating loss and are reflected in the reconciliations presented above. Management
believes that the segment operating income is the most directly comparable U.S. GAAP measure for the segment Adjusted EBITDA.
6 Represents the allocation of additional operating costs attributable to the Specialty Generics business in each period.
7 Represents capital expenditures and working capital amounts attributable to the Specialty Generics business in each period derived from consolidated
amounts.
8 As disclosed in Endo’s quarterly report on Form 10-Q for the three months ended March 31, 2025 (Successor), management measures and evaluates
Endo's operating segments based on segment adjusted income (loss) from operations before income tax. Certain amounts that management considers
to be non-recurring or non-operational are excluded from segment adjusted income (loss) from operations before income tax because the chief
operating decision maker evaluates the operating results of the segments excluding such items. These items may include, but are not limited to
acquired in-process research and development charges; acquisition-related and integration items, including transaction costs and changes in the fair
value of contingent consideration; cost reduction and integration-related initiatives such as separation benefits, continuity payments, other exit costs
and certain costs associated with integrating an acquired company’s operations; certain amounts related to strategic review initiatives; asset
impairment charges; amortization of intangible assets; inventory step-up recorded as part of our acquisitions; litigation-related and other contingent
matters; certain legal costs; gains or losses from early termination of debt; debt modification costs; gains or losses from the sales of businesses and
other assets; foreign currency gains or losses on intercompany financing arrangements; reorganization items, net (in the Predecessor periods); and
certain other items. Although these amounts are excluded from segment adjusted income (loss) from operations before income tax, as applicable, they
are included in reported consolidated operating loss and are reflected in the reconciliations presented above. Management believes that the segment
operating income is the most directly comparable U.S. GAAP measure for the segment Adjusted EBITDA.
9 As required by GAAP, due to the application of Fresh Start Accounting by both Mallinckrodt and Endo, activity for must be presented separately for the
predecessor period prior to the application of Fresh Start Accounting (the “Predecessor” period) and the successor period following the application of
Fresh Start Accounting (the “Successor” period). However, to facilitate the accumulation of the reconciliation above, results for Predecessor and
Successor periods have been combined and reflected as non-GAAP measures (“combined” results). |
Exhibit 99.3
Par Health Deal - basis financial information presentation
Table of contents 2 July 2025 | Par Health Page 2 Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 1 2 3 4 5 6 3 10 16 48 69 78
Summary of findings
Standalone and synergies Diligence adjusted gross profit Diligence adjusted net sales Diligence EBITDA $(35.0)m $728.5m $1,672.0m $509.8m TTMMar25 net standalone costs and synergies In TTMMar25 In TTMMar25 In TTMMar25 Management’s estimate of standalone costs and identified synergies are $ 57 . 7 m and $ 22 . 7 m, respectively in TTMMar 25 (net $ 35 . 0 m) . Management utilized a bottom’s up build by function to identify incremental costs required to operate the Combined Business on a standalone basis . The majority of the standalone costs are attributed to incremental costs identified for the IT ( $ 18 . 8 m), finance ( $ 12 . 1 m), facilities ( $ 7 . 6 m), and legal functions ( $ 5 . 8 m) . The majority of cost savings identified are in the R&D ( $ 7 . 0 m), commercial ( $ 5 . 7 m), legal ( $ 3 . 9 m), and finance ( $ 3 . 1 m) functions . The analysis consisted of reconciling Management’s SAC model Direct PL starting point and discussing and understanding key assumptions used to develop the model . Gross profit decreased $ 137 . 4 m ( 15 . 9 % ) from $ 865 . 9 m in FY 23 to $ 728 . 5 m in TTMMar 25 , primarily driven by decreases in net sales . Gross margin decreased by 4 . 0 ppts from 47 . 6 % in FY 23 to 43 . 6 % in TTMMar 25 . Gross margin decreased due to a 12 . 3 ppts margin decrease in the Endo GxSI product portfolio from 51 . 5 % in FY 23 to 39 . 2 % in TTMMar 25 due to (i) lower absorption of fixed costs as production volumes decreased and (ii) increased CMO production costs and higher API unit costs as a result of shift in product mix . The decrease in gross profit and gross margin from Endo GxSI products was offset by a 5 . 0 ppts increase in MNK SGx due to (i) net sales price increases and (ii) a shift to a more favorable product mix through the Historical Period . Sales of higher margin generic products increased while the lower margin APAP product sales decreased . Diligence adjusted net sales decreased $ 147 . 4 m ( 8 . 1 % ) over the Historical Period from $ 1 , 819 . 4 m in FY 23 to $ 1 , 672 . 0 m in TTMMar 25 . Decreases in adjusted net sales were primarily driven by decreases in (i) other generics products (Endo Gx) of $ 203 . 3 m ( 28 . 0 % ), specifically Varenicline and Dexlansoprazole, due to heightened competition and pricing pressure, (ii) sterile injectables of $ 62 . 7 m ( 15 . 8 % ) due to loss of exclusivity for Vasostrict and (iii) APAP product sales of $ 62 . 8 m ( 28 . 2 % ) due to decreased sales volume. Increase in other product categories partially offset these decreases, including (i) a $ 98 . 0 m ( 37 . 9 % ) increase in the opioid product group as a result of net selling price increases and (ii) a $ 73 . 6 m ( 67 . 8 % ) increase in the ADHD product group due to the launch of Gx Vyvanse ( $ 37 . 7 m) and increased sales volume ( $ 13 . 2 m volume impact) of Gx Adderall XR and backup sales (sold at a higher price) of Gx Adderall XR ( $ 13 . 0 m price impact) . Diligence EBITDA decreased by $ 149 . 4 m ( 22 . 7 % ) over the Historical period from $ 659 . 2 m in FY 23 to $ 509 . 8 m in TTMMar 25 . This decrease was primarily driven by decreasing revenue and margin in the sterile injectables and other generics portfolio of Endo GxSI, ( $ 231 . 2 m, 52 . 3 % ) as a result of loss of exclusivity, heightened competition and increasing manufacturing costs as volumes decreased . While MNK SGx EBITDA increased ( $ 81 . 8 m, 37 . 7 % ) due to favorable pricing on certain products, increased backup sales across the generic product portfolio, and the introduction of Gx Vyvanse in Aug 23 . Diligence EBITDA reflects Management and diligence adjustments . In TTM 25 the largest adjustments (i) remove impairment and non - cash items ( $ 239 . 9 m), (ii) exclude intercompany transactions, inclusive of corporate allocations ( $ 42 . 4 m), and reflect (iii) the pro forma impact of new facility ramps and certain product disruption ( $ 22 . 7 m) . See Standalone cost and synergies See Recast income statement See Recast income statement See Quality of earnings Diligence EBITDA decreased by $149.4m (22.7%) across Historical Period from $659.2m in FY23 to $509.8m in TTMMar25. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 4
Key considerations SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix In March 2025 MNK and Endo announced a merger to form a Combined company, with the transaction planned to close in the second half of 2025 . Concurrently it was announced MNK SGx and Endo GxSI, intend to be separated to form a new company named Par Health . Par Health will operate as a business of the merged company until a later disposal . This Report presents the earnings of the Combined Business, (MNK SGx and Endo GxSI) referred to throughout as Par Health or the Combined Business . This summary of findings section of the report discusses the analysis of the Combined Business . In the following sections, detailed analysis of Par Health’s financial performance is primarily presented separately for each of MNK SGx and Endo GxSI as analysis was performed while the companies were operating separately prior to the close of the proposed merger . Decrease in Diligence EBITDA is primarily driven by a $147.4m (8.1%) decrease in net sales from $1,819.4m in FY23 to $1,672.0m in TTMMar25. Refer to the subsequent slide for further discussion of revenue trends and drivers. Diligence EBITDA reflects (i) definitional EBITDA adjustments, (ii) Management adjustments proposed by MNK SGx and Endo GxSI Management respectively, and (iii) diligence adjustments identified during the course of diligence. ▪ Management EBITDA : Represents adjustments identified by the respective Management teams of MNK SGx and Endo GxSI . Adjustments primarily reflect the removal of (i) intangible asset impairment and non - cash items ( $ 239 . 9 m in TTMMar 25 ), (ii) intercompany activity inclusive of corporate allocations ( $ 42 . 4 m in TTMMar 25 ), (iii) bankruptcy related items ( $ 8 . 9 m in TTMMar 25 ), and (v) other items that are non - recurring in nature ( $ 2 . 8 m in TTMMar 25 ) . ▪ Diligence EBITDA : Reflects additional adjustments identified throughout the diligence process, including (i) pro forma adjustments associated with facility ramp up and certain product sales and supply disruption ( $ 22 . 7 m in TTMMar 25 ), (ii) out - of - period / accounting adjustments (reduction of $ 6 . 9 m in TTMMar 25 ), (iii) one - time / non - recurring items ( $ 4 . 8 m in TTMMar 25 ), (iv) carve - out adjustments to align with the carve out financial statements and remove cross - charges and allocations for certain functions between the generics businesses perimeter and other excluded segments (reduction of $ 2 . 2 m in TTMMar 25 ), and (v) non - core / non - operational items (reduction of $ 3 . 5 m in TTMMar 25 ) . Standalone EBITDA reflects the impact of Management’s assessment of (i) standalone costs ( $ 57 . 7 m in TTMMar 25 ) and (ii) synergies ( $ 22 . 7 m in TTMMar 25 ) . These adjustments are only calculated for TTMMar 25 . Details of individual adjustments for the MNK SGx and Endo GxSI businesses, as well as a summary of standalone costs and synergies, are presented in the Quality of earnings section of the report . $509.8m TTMMar25 Diligence EBITDA Diligence EBITDA decreased by $149.4m (22.7%) from $659.2m in FY23 to $509.8m in TTMMar25. Currency: $ m FY23 FY24 TTMMar25 Net income 820.9 70.8 58.9 Interest income, net (4.5) (4.1) (4.6) Income tax expense 0.2 0.6 0.5 Depreciation & amortization 182.2 155.1 146.0 Reported EBITDA 998.9 222.5 200.8 Management adjustments (360.9) 322.1 294.0 Management EBITDA 637.9 544.6 494.8 Diligence adjustments 21.2 23.6 14.9 Diligence EBITDA 659.2 568.2 509.8 Standalone adjustments (35.0) Standalone EBITDA 659.2 568.2 474.8 2 July 2025 | Par Health Page 5
Other MNK SGx 13.9 $1,672.0m TTMMar25 adjusted net sales Adjusted net sales decreased $147.4m (8.1%) from $1,819.4m in FY23 to $1,672.0m in TTMMar25. TTMMar25 adjusted net sales by type The overall decrease in net sales from FY23 to TTMMar25 was mainly driven by: ▪ $ 203 . 3 m ( 28 . 0 % ) decrease in other generic pharmaceutical products primarily driven by a $ 217 . 2 m decrease ( 33 . 4 % ) in Endo generics pharmaceuticals specifically related to sales of Varenicline (Endo GxSI) and Dexlansoprazole (Endo GxSI) products, which decreased by $ 146 . 8 m ( 89 . 1 % ) and $ 48 . 2 m ( 42 . 1 % ), respectively, over the Historical Period, as well as decreases across other generics products due to increased pricing pressure from market competitors . Decreases in sales of other generics are primarily offset by (i) a $ 66 . 6 m ( 84 . 8 % ) increase in Lidoderm (Endo GxSI) due to a competitor exiting the market and (ii) a $ 13 . 9 m ( 18 . 6 % ) increase in other MNK generic pharmaceutical products due to price increases over the Historical Period . ▪ $ 62 . 7 m ( 15 . 8 % ) decrease in sterile injectables primarily driven by a decrease in Vasostrict (Endo GxSI) sales of $ 43 . 5 m ( 45 . 6 % ) following a loss exclusivity in 1 Q 22 and decrease in net selling price . ▪ $ 62 . 8 m ( 28 . 2 % ) decrease in APAP (MNK SGx) product sales related to an overall decrease in units sold and a price reduction for APAP Customer 1 (with this customer representing $ 65 . 7 m and $ 36 . 5 m of net sales in FY 23 and TTMMar 25 , respectively) . The decrease in net sales is partially offset by: ▪ $98.0m (37.9%) increase in opioid (MNK SGx) product family sales group as a result of favorable pricing beginning in 1H24. ▪ $73.6m (67.8%) increase in ADHD (MNK SGx) treatment medication sales due to the launch of Gx Vyvanse in Aug23 and higher sales volume plus backup sales of Gx Adderall XR. ▪ $9.8m (9.2%) increase in API (MNK SGx) driven by a higher volume in API sales. Refer to the Recast income statement section of the report for further analysis. 1,819.4 1,672.0 98.0 73.6 9.8 (203.3) (62.7) (62.8) 1,550.0 1,650.0 1,750.0 1,850.0 Adj. net sales FY23 Other Gx Opioids Sterile injectables ADHD APAP API Adj. net sales TTM25 Currency: $m Key considerations SAC and synergy Endo GxSI Combined MNK SGx Endo Gx 26% Other MNK SGx 5% Opioids 21% Sterile injectibles 20% ADHD 11% APAP 10% API 7% Endo Gx (217.2) Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 6
Key considerations Gross margin : Decreased 4 . 0 ppts from 47 . 6 % in FY 23 to 43 . 6 % in TTMMar 25 primarily driven by : ▪ A 12 . 3 % decrease in Endo GxSI gross margin resulting from (i) pricing pressure due to increased generics market competition, (ii) increased production costs at CMOs for certain products, and (iii) overall decrease in manufacturing volume . ▪ The decrease in Endo GxSI gross margin was partially offset by a 5 . 0 % increase in gross margin for MNK SGx as net sales increases outpaced cost of sales due to (i) favorable pricing, and (ii) favorable product mix with higher margins of Gx Vyvanse in recent periods . Gross profit decreased $ 137 . 4 m ( 15 . 9 % ) from $ 865 . 9 m in FY 23 to $ 728 . 5 m in TTMMar 25 principally due to decreased sales and increased per unit production costs for Endo GxSI noted above . 43.6% TTMMar25 adjusted gross margin Gross margin decreased from 47.6% in FY23 to 43.6% in TTMMar25. Adjusted EBITDA margin : Decreased 5.7 ppts from 36.2% in FY23 to 30.5% in TTMMar25 primarily due to: ▪ The decrease in net sales and gross margin discussed above, as well as an increase in operating expenses during the same period . ▪ Operating expenses as a percentage of net sales of the Combined Business increased by 1 . 7 ppts from 11 . 4 % in FY 23 to 13 . 1 % in TTMMar 25 driven by the decrease in net sales at Endo GxSI while operating expenses over the same period for the Endo GxSI business remained relatively consistent . ▪ Operating expenses of the Combined Business increased $ 12 . 1 m ( 5 . 8 % ) from $ 206 . 7 m in FY 23 to $ 218 . 7 m in TTMMar 25 primarily due to an increase in legal expense at MNK SGx . Refer to the EBITDA bridge on the following slide for further analysis. 30.5% TTMMar25 adjusted EBITDA margin Adjusted margin decreased from 36.2% in FY23 to 30.5% in TTMMar25. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 7
659.2 568.2 509.8 22.2 0.6 (113.9) (33.5) (12.2) (12.7) 400.0 450.0 500.0 550.0 600.0 650.0 700.0 EBITDA FY23 Net sales Cost of sales Operating expenses EBITDA FY24 Net sales Cost of sales Operating expenses EBITDA TTMMar25 Currency: $ m Key considerations FY23 to FY24 • 1 Sales : The decrease in net sales of $ 113 . 9 m ( 6 . 3 % ) is due to (i) a $ 248 . 4 m decrease in net sales in the Endo GxSI product portfolio mainly driven by a decrease in sales of Varenicline ( $ 149 . 6 m), Dexlansoprazole ( $ 40 . 3 m), and Vasostrict ( $ 24 . 6 m) due to increase market competition, which is partially offset by (ii) a $ 134 . 6 m increase in sales at MNK SGx driven by favorable pricing, primarily for opioid and addiction treatment medication ( $ 95 . 1 m and $ 13 . 3 m of total, respectively), as well as the new product launch of Gx Vyvanse, an ADHD medication ( $ 56 . 1 m of total) . • 2 Gross profit : The decrease in gross profit of $ 91 . 7 m ( 10 . 6 % ) is driven by the overall decrease in sales $ 113 . 9 m ( 6 . 3 % ) slightly offset by a decrease in corresponding cost of sales of $ 22 . 2 m ( 2 . 3 % ) in FY 24 as compared to FY 23 . The overall decrease is primarily attributable to (i) lower sales volume and ASP at Endo GxSI resulting in a $ 189 . 7 m ( 35 . 1 % ) decrease in gross profit, offset by (ii) increased sales volume and ASP at the MNK GSx business resulting in a $ 98 . 0 m ( 30 . 1 % ) increase in gross profit . • 3 Operating expense : The decrease in operating expenses of $ 0 . 6 m ( 0 . 3 % ) from $ 206 . 7 m in FY 23 to $ 206 . 0 m in FY 24 is driven by (i) increased SG&A ( $ 11 . 4 m) attributed to legal fees at MNK SGx, offset by (ii) decreased R&D costs ( $ 12 . 0 m) due to less R&D activities at Endo GxSI . FY24 to TTMMar25 1 3 4 6 ΔGP ($91.7)m • 5 • 4 Sales : The decrease in net sales of $ 33 . 5 m ( 2 . 0 % ) is primary due to a $ 31 . 5 m decrease in net sales of the Endo GxSI product portfolio driven by pricing pressure posed by lower cost generic drug manufacturers . Sales within the MNK SGx product categories remained broadly flat period over period with net sales of $ 905 . 4 m in FY 24 as compared to $ 903 . 4 m in TTMMar 25 . Gross profit : The decrease in gross profit of $ 45 . 7 m ( 5 . 9 % ) results from decreasing sales and higher corresponding cost of sales of $ 12 . 2 m ( 1 . 3 % ) . Higher cost of sales in TTMMar 25 is attributed to (i) increased production costs at CMOs for certain products within the Endo GxSI portfolio . This is partially offset by the decreased cost of sales of $ 5 . 0 m ( 1 . 0 % ) at MNK SGx due to lower generics volumes sold in the Q 125 as compared to Q 124 . • 6 Operating expense : The increase in operating expenses of $ 12 . 7 m ( 6 . 2 % ) from $ 206 . 0 m in FY 24 to $ 218 . 8 m in TTMMar 25 is driven by (i) increased SG&A ( $ 6 . 8 m) associated with increased legal spend for MNK SGx and (ii) increased research and development costs ( $ 5 . 8 m) associated with filing fees for new Endo SI products (Levothyroxine, Phenylephrine and Selenious Acid) . ΔGP ($45.7)m 5 2 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 8
Key considerations SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix ▪ Diligence adjusted NWC is presented net of (i) definitional adjustments, including cash and cash equivalents and debt items and (ii) directly quantifiable diligence adjustments identifiable in distinct trial balance accounts containing non - operational or non - recurring items . Note the presentation of diligence adjusted net working capital focuses on the material adjustments affecting working capital, specifically in TTMMar 25 . ▪ Mar 25 adjusted NWC of $ 675 . 3 m consists of AR ( $ 483 . 0 m) and inventory ( $ 425 . 6 m), and prepaid expenses ( $ 35 . 4 m), partially offset by AP ( $ 69 . 2 m), payroll related liabilities ( $ 25 . 9 m), and other accrued liabilities including reserves and other accrued expenses ( $ 173 . 6 m) . ▪ Mar 25 diligence adjusted NWC is higher than the TTMMar 25 average due to a decrease in accrued payroll and other current liabilities, primarily attributed to (i) lower bonus accrual at Mar 25 as the annual bonus for both businesses is paid in Q 1 of each year, and (ii) lower accrued royalties driven by less sales in Q 125 . ▪ Key Metrics: ▪ DSO as of Mar 25 ( 59 . 5 days) is slightly higher than the TTMMar 25 average ( 54 . 3 days) primarily due to an increase in DSO at Endo GxSI driven by seasonally lower sales in Q 1 of each year . ▪ DIO as of Mar 25 ( 139 . 2 days) is slightly lower than the TTMMar 25 average ( 143 . 7 days) due to lower inventory as of Mar 25 due to the seasonality of the Endo GxSI business noted above . ▪ DPO as of Mar 25 ( 31 . 8 days) remains relatively consistent with the TTMMar 25 average ( 30 . 1 days) . See the for further discussion on Quality of net assets section. $675.3m Adjusted net working capital as of Mar25 Mar25 NWC Increased as compared to the average TTMMar25 NWC of $648.1m Currency: $ m Jun24 Sep24 Dec24 Mar25 TTM Mar25 avg. Accounts receivable 425.8 450.5 488.1 483.0 461.8 Inventory 463.1 448.4 432.0 425.6 442.3 Prepaid expenses & other current assets 33.2 48.8 36.9 35.4 38.6 Current assets 922.1 947.7 957.0 944.0 942.7 Accounts payable 62.7 64.4 61.9 69.2 64.6 Accrued payroll and payroll - related costs 31.6 41.6 48.6 25.9 36.9 Accrued & other current liabilities 194.8 206.5 197.7 173.6 193.1 Current liabilities 289.1 312.4 308.2 268.7 294.6 Adjusted NWC 633.0 635.2 648.8 675.3 648.1 Adjusted DSO 44.9 56.2 56.5 59.5 54.3 Adjusted DIO 149.2 152.0 134.4 139.2 143.7 Adjusted DPO 31.1 31.2 26.2 31.8 30.1 2 July 2025 | Par Health Page 9
Business overview
The Combined Business has an extensive diversified generic and sterile injectable product portfolio and will be called Par Health. The Combined Business manufactures and sells the following products (as illustrated in the chart at left): containing tablets, oxycodone - containing tablets and other controlled substances (MNK SGx product portfolio). ▪ Sterile injectables, which includes a portfolio of ~ 40 authorized generic sterile injectable products (Endo GxSI product portfolio) . ▪ Medicines used to treat attention - deficit/hyperactivity disorder ("ADHD“) (MNK SGx product portfolio) . ▪ Active pharmaceutical ingredients (“API”) (MNK SGx product portfolio) ▪ Acetaminophen, a pharmaceutical analgesic used to relieve mild to moderate pain and to reduce fever, and direct compression acetaminophen products, known as Compap (“Compap”) for blending with other APIs (together “APAP”) (MNK SGx product portfolio) . ▪ A variety of Generic Pharmaceuticals across a range of therapeutic areas, which 943.5 931.3 953.5 Cost of sales includes ~ 80 different generic drugs (Endo GxSI product portfolio). 728.5 774.2 865.9 Gross profit ▪ Opioid product formulations for the treatment of pain, including hydrocodone - 147.2 140.4 129.0 SG&A These products are primarily sold and distributed through the following channels: ▪ Generics pharmaceuticals, including opioids and ADHD products, are primarily distributed through the “Big Three” pharmaceutical distributors (McKesson, Cardinal, and Cencora (fka AmerisourceBergen), other generic pharmaceuticals are also sold directly to CVS and other retail pharmaceutical chains . Generics products are also supplied to other specialty pharmaceutical distributors, retail pharmaceutical chains, mass merchandisers, hospital buying groups, and direct contracts with the US government . ▪ Sterile injectables are sold primarily to hospitals and healthcare systems under GPO contracts, and are administered in clinical care settings . ▪ API and APAP products are primarily sold to other pharmaceutical manufacturing companies . In addition, API is used for internal manufacturing of finished dose products . MNK and Endo each emerged from Chapter 11 bankruptcy processes in the Historical Period (Nov 23 and Apr 24 , respectively) . The respective Management teams of each of MNK SGx and Endo GxSI indicated that no operational changes were made as a result of the bankruptcies . All non - cash entries and extraordinary items are removed from Adjusted EBITDA . On March 13 , 2025 Mallinckrodt plc (“ MNK”) and Endo, Inc (“Endo”) announced they would merge to form a combined company, with the transaction planned to close in the second half of 2025 . Concurrently it was announced (i) the Specialty Generics segment (“MNK SGx”) of MNK and (ii) the Generic Pharmaceuticals (“Endo Gx”) and Sterile Injectables (“Endo SI”) segments (together “Endo GxSI”) of Endo , referred to throughout as the “Combined Business” or “Par Health”, intend to be separated to form a new company named Par Health . Par Health will operate as a business of the merged company until a later disposal . Throughout this report detailed analysis of Par Health’s financial performance is primarily presented separately for each of MNK SGx and Endo GxSI as analysis was performed while the companies were operating separately prior to the close of the proposed merger . 650.5 437.8 433.3 258.4 353.5 356.4 398.0 362.3 335.3 108.6 164.7 182.2 222.9 178.5 160.1 106.4 74.6 89.8 119.0 88.5 116.1 - 2,000.0 1,800.0 1,600.0 1,400.0 1,200.0 1,000.0 800.0 600.0 400.0 200.0 FY23 FY24 TTMMar25 Currency $ m Endo Gx Opioids Sterile injectibles ADHD APAP API Other MNK SGx SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 218.7 206.0 206.7 Operating expense 509.8 568.2 659.2 Adjusted EBITDA Currency: $ m FY23 FY24 TTMMar25 Net sales 1,819.4 1,705.5 1,672.0 R&D 77.7 65.7 71.6 2 July 2025 | Par Health Page 11
The Combined Business has headquarters in Webster Groves, MO, and Malvern, PA, with production facilities located in the US and India. Manufacturing and FTEs The Combined Business is headquartered in Webster Groves, MO and Malvern, PA with a combined 3 , 657 FTEs ( 1 , 604 at MNK SGx and 2 , 053 at Endo GxSI excluding 326 FTEs in the Indore, India facility) as of Mar 25 , of which 2 , 857 FTEs ( 1 , 347 at MNK SGx and 1 , 510 at Endo GxSI) are dedicated manufacturing and related operations, and the remaining 800 FTEs are non - manufacturing . The Combined Business has 8 operational production facilities with two additional planned to be operational by the end of FY 26 (Fenton, MO and Indore, India) . Production facilities located in the United States and India for both businesses are listed in the table on the right : ▪ MNK SGx footprint includes two leased facilities and four owned facilities within the US . Outside the US, products are stored and distributed under contracts with third - party logistics providers . While MNK SGx includes legal entities in Canada, the UK and Netherlands to facilitate overseas sales, (primarily of APIs, APAP, and Stearates) less than 15 % of MNK SGx net sales in the TTM period were made outside of the US, limiting exposure to foreign currency fluctuations . Further, of the entities located outside of the US, only the Canadian entity utilizes a reporting currency other than USD . ▪ Endo GxSI’s manufacturing footprint includes one site in the U . S . and two additional manufacturing sites in India . The India locations manufacture a wide range of products for both generic pharmaceuticals and sterile injections . The Company is preparing to open a third manufacturing location in India (Indore) which Endo GxSI Management expects to begin operating in FY 26 . This facility is discussed further in the Quality of earnings – Endo GxSI section . While the Endo GxSI manufactures a variety of products abroad, all sales occur in the US, limiting foreign currency exposure . Foreign exchange gains and losses associated with production in India are discussed further in the Quality of earnings – Endo GxSI section . Business Type Product Location MNK SGx Leased Small - scale oral doses and Admin Webster Groves, MO MNK SGx Owned Controlled substance API, intermediates, and stearates St. Louis, MO MNK SGx Owned Solid and liquid oral dose controlled substances Hobart, NY MNK SGx Owned Compap Greenville, IL MNK SGx Owned Acetaminophen Raleigh, NC MNK SGx Leased ADHD medication Fenton, MO MNK SGx Owned Leased to MNK Brands Hazelwood, MO Endo GxSI Leased Sterile injectables Rochester, MI Endo GxSI Leased Sterile injectables and Branded pharmaceuticals R&D Mumbai, India Endo GxSI Leased Branded pharmaceuticals R&D Chennai, India Endo GxSI Owned Sterile injectables Indore, India Endo GxSI Leased Admin Woodcliff Lake, NJ SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 12
Combined financial information in this report represents MNK SGx and Endo GxSI in addition to a combined standalone cost and synergy analysis. The below represents a summary of the basis of presentation for the combined Business. See subsequent page for detailed descriptions. SAC and synergies Endo GxSI MNK SGx Par Health ▪ Derived from the financial records of MNK which are prepared in accordance with US GAAP and audited by PwC (formerly audited by Deloitte through 2023 ) . ▪ Primarily Specialty segment represents the Generics reportable of MNK and related corporate items . Further, MNK SGx is comprised of distinct legal entities . ▪ Aligned to Carve - out financial statements (“COFS”) . The audit of the COFS is in process . ▪ Excludes intercompany activity, primarily relating to charges from Parent for shared service allocations - such allocations do not represent standalone costs . ▪ Derived from the Endo financial records which are prepared in accordance with US GAAP and audited by PwC . ▪ Represents financial information contained within Endo GxSI dedicated profit and cost centers aligned with internal and external reporting segments . ▪ Preparation of the Carve - out financial statements (“COFS”) is in process . The audit of the COFS has not yet commenced . ▪ Cross - charges and allocations for certain functions between other Endo segments outside Endo GxSI are redistributed between Endo GxSI and other Endo segments to account for these functions on a full cost basis . No cost allocations from Endo for shared service support are included in the historical financial results . ▪ MNK SGx and Endo GxSI to the left present the direct income and costs of the respective businesses, excluding corporate allocations and shared functions . ▪ Represents SAC and synergies on a bottoms - up build prepared for the combined MNK SGx and Endo GxSI business (e . g . , Par Health) . ▪ Starting point for analysis was the Management adjusted income statements for MNK SGx and Endo GxSI, respectively . Management evaluated and considered all diligence adjustments when proposing the standalone adjustment. ▪ The analysis consisted of reconciling Management’s SAC model Direct PL starting point and discussing and understanding key assumptions used to develop the model with Management . ▪ Management’s view of deal - basis financial information on a basis, including adjustments, and standalone combined diligence synergies costs. ▪ The Combined Business represents the aggregate of the two businesses and does not constitute a GAAP consolidation . Additionally, it does not incorporate any operational or product portfolio decisions that may be undertaken for the Combined Business . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 13
MNK SGX financial information presented in this report represents dedicated MNK SGx entities, excluding shared service allocations. Basis of presentation of financial information – MNK SGx Balance sheet : Historical financial information of MNK SGx, a reportable segment of MNK, was The deal basis balance sheet reflects the MNK SGx balance sheet from JDE derived from the books and records of MNK, which reports its consolidated which consolidates into MNK’s US GAAP external reporting per HFM, results in accordance with US GAAP . MNK SGx uses JD Edwards (“JDE”) as excluding intercompany balances . Net working capital is reconciled to the its primary accounting system and reports to MNK via the Oracle HFM (“HFM”) COFS, see Appendix G : MNK SGx reconciliation from reported NWC to consolidation system . The information presented in the report is derived from COFS . JDE trial balances for legal entities in which MNK SGx operates. MNK SGx Intercompany: uses COGNOS and HFM to track and monitor sales . For purposes of this report, sales data has been extracted from HFM . All intercompany and intracompany balances and activity have been The financial information presented here - in is unaudited and has been adjusted eliminated through Management and diligence adjustments. for the following : (i) elimination of intercompany shared service allocations and Intercompany activity primarily represents parent allocations for shared intracompany transactions as the costs do not represent standalone costs, refer services between MNK and MNK SGx related to IT, quality, logistics, to the Intercompany for further information, (ii) certain quality of earnings engineering and other above site costs . Shared service allocations are adjustments resulting from analysis of the historical operations, (iii) exclusion of excluded from the deal basis income statement as they do not represent expenses allocated to / incurred by MNK SGx from MNK related to cost to support MNK SGx on a standalone basis on day one . Standalone reorganization and bankruptcy charges and (iv) alignment to the carve - out cost analysis is prepared only on a Combined basis, i . e . , presenting MNK financial statements . The audit of the carve - out financial statements (“COFS”) is SGx and Endo GxSI . Management includes certain cross charges, primarily in process . Though the amounts presented herein are unaudited, MNK is related to insurance, in the internal QBR reporting . As such, we have not audited by PwC (and formerly audited by Deloitte through annual 2023 ) . removed these cross charges from diligence EBITDA . There are other Reported results have been agreed to externally reported MNK segment intercompany transactions between MNK SGx and Specialty Brands, which reporting, see Appendix A : MNK SGx Reconciliation to segment reporting . were included in the diligence adjusted income statement to the extent these Consistent with MNK, MNK SGx’s fiscal year is based on a " 52 - 53 week" year relationships will survive the separation, see section Quality of Earnings - ending on the last Friday of December. Fiscal 2023 and 2024 and TTMMar25 MNK SGx diligence adjustment 8. each consisted of 52 weeks . MNK SGx has intracompany activity which is fully reconciled in this Historical footing differences may exist due to rounding. Derivation of reported deal basis income statement Income statement: The deal basis income statement is based on the MNK SGx segment operations . The activity attributable to MNK SGx was identified through combining distinct legal entities . See Appendix B : MNK SGx FY 23 reconciliation to COFS and Appendix C : MNK SGx FY 24 reconciliation to COFS for a reconciliation of the deal basis income statement to the COFS for FY 23 and FY 24 . Unless otherwise noted, amounts are presented in USD in millions. Immaterial Period. Intracompany activity is primarily related to inventory transfers between the production facilities. Mallinckrodt Plc Specialty Brands Specialty Generics Parent Key: Segment MNK SGx SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 14
Endo GxSI financial information presented in this report represents direct revenue and costs identified in dedicated profit and cost centers for Endo GxSI. Basis of presentation Deal Basis vs. Carve - out financial information Management represented Endo’s reporting segments are identified by profit and cost centers and align with Endo’s internal and external financial reporting segments . The Deal Basis income statements and balance sheets presented in this Report were extracted from Endo’s financial reporting system OneStream with Management and diligence adjustments identified during the diligence process . We reconciled Endo Gx and Endo SI’s adjusted income extracted from OneStream to Endo’s annual reports for FY 23 and FY 24 . Refer to Appendix D : Endo GxSI reconciliation to Auditor’s report for the reconciliation . Deal - basis financial information was prepared for the purpose of providing a representation of the current financial performance of Endo GxSI to be included within the planned Merger . The financial information is grounded in the Endo GxSI segment - level monthly trial balances that includes revenues and expenses that are direct to the Endo GxSI business and based on actual financial details presented throughout the Historical Period . No cost allocations from Endo for shared service support are included in the historical financial results, as such costs are accounted for in a separate ‘corporate’ segment within the consolidated reporting of Endo . Certain functions allocated to/from other Endo segments outside Endo GxSI were redistributed between Endo GxSI and other Endo segment to account for these functions on a full cost basis . We proposed diligence adjustments to remove the allocations of indirect costs from Diligence EBITDA, which netted out to be less than $ ( 0 . 3 )m, to present Diligence EBITDA on a direct costs only basis . Separately from the Deal - basis financial information, Carve - out financial information (on a US GAAP basis) is in process of being prepared for the purpose of providing a set of audited financial statements prior to closing of this proposed merger . Illustrated below is the difference between the Deal Basis and Carve - out financial information . The reconciliations between the Deal Basis and the draft Carve - out income statements for FY 23 and FY 24 are presented in Appendix E : Endo GxSI reconciliation to carve - out income statement – FY 23 . ▪ Corporate allocations are not reflected in the Deal Basis financial information but included in the Carve - out financial information as US GAAP requires a portion of the corporate overheads to be allocated to the segments regardless of use . ▪ Management and Diligence EBITDA adjustments will not be reflected in the Carve - out PL on a US GAAP basis . ▪ Carve - out PL presented in this report may be subject to further updates following completion of audit . Segment trial balances for Endo GxSI extracted from OneStream ▪ Management EBITDA adjustments ▪ Diligence EBITDA adjustments ▪ Shared corporate costs allocation ▪ Potential Carve - out audit adjustments Deal Basis adjusted EBITDA and recast PL Carve - out PL SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 15
Quality of earnings Quality of earnings - MNK SGx Quality of earnings – Endo GxSI
Combined Standalone EBITDA is $474.8m as of TTMMar25, and includes $(57.7)m of SAC and $22.7m of synergies identified by Management. The table below represents the combining quality of earnings for Par Health . As previously noted, this does not constitute a GAAP consolidation of Par Health . See following subsections for detailed analysis of adjustments for each respective businesses, as well as a summary of Management’s standalone cost and synergies estimate as of TTMMar 25 . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 17 A + B = C B A Par Health Endo GxSI MNK SGx TTMMar25 FY24 FY23 TTMMar25 FY24 FY23 TTMMar25 FY24 FY23 Currency: $ m 58.9 70.8 820.9 (102.9) (61.0) 276.1 161.8 131.8 544.8 Reported net income 146.0 155.1 182.2 104.7 111.4 139.1 41.3 43.7 43.1 Depreciation and amortization (4.6) (4.1) (4.5) (0.7) (0.8) (0.8) (3.9) (3.3) (3.7) Interest income, net 0.5 0.6 0.2 - - - 0.5 0.6 0.2 Income tax 200.8 222.5 998.9 1.1 49.6 414.4 199.7 172.9 584.4 Reported EBITDA 239.9 239.7 78.0 239.9 239.7 (7.8) - - 85.8 Impairment & non - cash items 42.4 39.5 45.1 - - - 42.4 39.5 45.1 Intercompany 8.9 37.0 (509.3) (47.0) (48.5) - 55.9 85.5 (509.3) Bankruptcy items 2.8 5.9 25.3 2.0 4.7 25.9 0.8 1.1 (0.6) Other 294.0 322.1 (360.9) 194.9 195.9 18.1 99.1 126.2 (379.0) Management adjustments 494.8 544.6 637.9 196.0 245.5 432.5 298.8 299.1 205.4 Management EBITDA 22.7 20.1 20.4 16.9 15.7 10.2 5.8 4.4 10.2 Pro forma (6.9) 0.8 14.5 (3.4) 0.9 7.3 (3.5) (0.1) 7.3 Out - of - period / accounting 4.8 6.0 (4.0) 1.3 1.9 (8.0) 3.5 4.1 4.0 One - time / non - recurring (2.2) 4.1 (3.3) 0.2 (0.3) 0.1 (2.4) 4.3 (3.4) Carve - out (3.5) (7.3) (6.4) - - - (3.5) (7.3) (6.4) Non - core / non - operational 14.9 23.6 21.2 14.9 18.3 9.6 (0.0) 5.3 11.7 Diligence adjustments 509.8 568.2 659.2 210.9 263.8 442.1 298.8 304.3 217.1 Diligence EBITDA (57.7) Standalone 22.7 Synergies (35.0) Standalone adjustments 474.8 568.2 659.2 210.9 263.8 442.1 298.8 304.3 217.1 Standalone EBITDA
Quality of earnings - MNK SGx
Diligence EBITDA increased from $217.1m in FY23 to $298.8m in TTMMar25. Proposed adjustments increased reported EBITDA by $99.1m in TTMMar25. Quality of earnings overview The table at left presents the reconciliation from Reported EBITDA to Diligence EBITDA for the Historical Period . Refer to the descriptions and discussions below and in the following pages for each adjustment category . A. Reported EBITDA : Represents definitional add backs to net income as follows : (i) depreciation and amortization related to depreciation of machinery and equipment and patent amortization, (ii) interest income, net primarily related to capitalized interest for ongoing capitalizable projects, and (iii) federal income tax expense . B. Management EBITDA : Excludes one - time, and non - recurring expenses identified by Management as part of its quarterly reporting . Appendix H : MNK SGx reconciliation to internal Management reporting packages presents a reconciliation of Management EBTIDA at left to the quarterly reporting package . Adjustments to reported EBTIDA primarily include : (i) bankruptcy related items such as fresh start accounting and reorganization expenses (ii) intercompany income and expenses, inclusive of MNK corporate allocations, (iii) other consisting primarily of fx gains and losses, and (iv) impairment of intangible assets . C. Diligence EBITDA : Reflects additional adjustments identified throughout the diligence process, related to the following : (i) one - time / non - recurring, (ii) pro forma, (iii) out - of - period / accounting, (iv) carve - out, and (v) non - core / non - operational . Diligence adjustments also include certain other out - of - period adjustments, primarily related to true ups of certain estimates, which had no EBITDA impact on the periods presented in this report, though did impact quarterly trending . These items are reflected in the recast income statement . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 19 TTMMar25 FY24 FY23 Ref. Currency: $ m 161.8 131.8 544.8 Net income 41.3 43.7 43.1 i Depreciation & amortization (3.9) (3.3) (3.7) ii Interest income, net 0.5 0.6 0.2 iii Income tax expense 199.7 172.9 584.4 A Reported EBITDA 55.9 85.5 (509.3) i Bankruptcy items 42.4 39.5 45.1 ii Intercompany 0.8 1.1 (0.6) iii Other - - 85.8 iv Impairment 99.1 126.2 (379.0) Management adjustments 298.8 299.1 205.4 B Management EBITDA 5.8 4.4 10.2 i Pro forma 3.5 4.1 4.0 ii One - time / non - recurring (3.5) (0.1) 7.3 iii Out - of - period / accounting (2.4) 4.3 (3.4) iv Carve - out (3.5) (7.3) (6.4) v Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 C Diligence EBITDA
42.4 39.5 45.1 2 Intercompany 0.8 1.1 (0.6) 3 Other - - 85.8 4 Impairment 99.1 126.2 (379.0) Management adjustments 298.8 299.1 205.4 Management EBITDA (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA Bankruptcy items : Management removes from EBITDA the income, expenses, gains and losses as a result of transactions and events associated with MNK’s bankruptcy proceedings . i. Fresh start accounting : Removes the impact of fresh - start accounting, adopted as part of MNK’s emergence from bankruptcies . The activity is non - recurring and non - operational . Activity was derived from distinct trial balance accounts and a distinct entity . Fresh start accounting adjustments primarily relate to the fair value inventory step up ( $ 53 . 7 m in TTMMar 25 ) . The step up in inventory to align to fair market value was amortized over each product type’s (i . e . , generics, controlled substances, stearates, APAP) inventory turn . Further, the adjustment removes the impact of inventory turn changes made as part of fresh - start accounting ( $ ( 0 . 4 )m in TTMMar 25 ) . ii. Reorganization expense : Primarily relates to removing the gains on settlement of liabilities subject to compromise (“LSTC”) in FY 23 ( $ 649 . 3 m) and advisor fees incurred as part of the bankruptcies and subsequent restructuring ( $ 2 . 6 m in TTMMar 25 ) . Activity is separately tracked in distinct trial balance accounts and is non - recurring and non - operational . iii. Opioid liability non - cash accretion : In connection with the 2020 bankruptcy plan, MNK SGx entered into the Opioid - Related Litigation Settlement, committing to deferred cash payments over eight years . The obligations were originally recorded at fair value using an applicable discount rate with accretion occurring over the future payment period . The accretion was discontinued in Sep 23 as the obligations were eliminated in connection with the 2023 bankruptcy plan . This accretion activity was removed given its non - cash, non - recurring nature . 1 Bankruptcy related items ($55.9m in TTMMar25) are excluded from Management and Diligence EBITDA. Management adjustments: TTMMar25 FY24 FY23 Ref. Currency: $ m 2.6 3.0 5.9 Advisor fees - - (649.3) Gain on LSTC 2.6 3.0 (643.4) ii Reorganization expense TTMMar25 FY24 FY23 Ref. Currency: $ m 53.3 82.5 38.1 i Fresh start accounting 2.6 3.0 (643.4) ii Reorganization expense - - 96.0 iii Opioid liability non - cash accretion 55.9 85.5 (509.3) 1 Bankruptcy items FY24 TTMMar25 FY23 Ref. Currency: $ m 172.9 199.7 584.4 Reported EBITDA 85.5 55.9 (509.3) 1 Bankruptcy items SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 20
Currency: $ m Ref. FY23 FY24 TTMMar25 Reported EBITDA 584.4 172.9 199.7 Bankruptcy items 1 (509.3) 85.5 55.9 Intercompany 2 45.1 39.5 42.4 Other 3 (0.6) 1.1 0.8 Impairment 4 85.8 - - Management adjustments (379.0) 126.2 99.1 Management EBITDA 205.4 299.1 298.8 Diligence adjustments 11.7 5.3 (0.0) Diligence EBITDA 217.1 304.3 298.8 TTMMar25 FY24 FY23 Ref. Currency: $ m 33.3 31.8 40.0 i Parent allocations 6.5 6.6 5.1 ii Intercompany interest, net 2.6 1.1 - iii Intercompany royalty expense 0.0 0.0 0.0 iv Intracompany sales / cost of sales 42.4 39.5 45.1 2 Intercompany Shared service allocations ($26.1m in TTMMar25) are excluded from Management and Diligence EBITDA as they are not representative of day one standalone costs. Management adjustments: Intercompany: Eliminates intercompany transactions between MNK SGx and MNK. Intercompany activity includes the following: i. Parent allocations : Represents shared service cost allocations from MNK ( $ 26 . 1 m in TTMMar 25 ) and bankruptcy advisor fees allocated to MNK SGx ( $ 7 . 2 m in TTMMar 25 ) . Shared service allocations are removed from EBITDA as these costs do not represent costs to support MNK SGx on a standalone basis . This report presents direct MNK SGx income and expenses and does not present a standalone view to reflect any additional costs for support functions that would be required to operate the business on a standalone basis day one . Standalone cost analysis is prepared only on a combined basis, i . e . , presenting MNK SGx and Endo GxSI . Refer to discussion within section Standalone cost and synergies for further information . Bankruptcy advisor fees allocated to MNK SGx are also removed from EBITDA as non - recurring and non - operational . ii. Intercompany interest, net : Represents interest incurred on intercompany loans as part of the MNK cash pooling arrangement . This expense was not included within interest added back in the calculation of Reported EBITDA . iii. Intercompany royalty expense : Removes intercompany royalty expense paid to MNK Specialty Brands, another MNK segment, as part of the Amitiza selling agreement . Though this expense is removed from Management EBITDA, this relationship will continue post - transaction and as such costs are included within Diligence EBITDA in the following section, see diligence adjustment 8 i for further details . iv. Intracompany sales / cost of sales : Represents intracompany sales and cost of sales between MNK SGx plants for the transfer of APAP to be used in combination products . Intracompany activity is fully reconciled within MNK SGx . 2 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 21
Other items excluded from Management EBITDA in TTMMar25 include foreign currency gains and losses. Management adjustments: Other : Costs added back primarily represent foreign currency gains and losses . Management removes foreign currency impact, both realized and unrealized from EBITDA . MNK SGx is primarily US based, operating in USD, MNK SGx has limited operations in Canada with CAD as the reporting currency . 3 Impairment : Adjustment to remove non - cash impairments of intangibles in Q 323 related to three assets (Gx Levothyroxine, Gx Xyrem, and Gx Somatuline) . Gx Xyrem and Gx Somatuline assets were impaired as associated future cash flows were not probable . The Gx Levothyroxine asset was impaired as MNK SGx decided not to pursue further development . 4 SAC and synergy Endo GxSI Combined MNK SGx Recast income Quality of Business Summary of statement earnings overview findings Working capital Appendix Currency: $ m Ref. FY23 FY24 TTMMar25 Reported EBITDA 584.4 172.9 199.7 Bankruptcy items 1 (509.3) 85.5 55.9 Intercompany 2 45.1 39.5 42.4 Other 3 (0.6) 1.1 0.8 Impairment 4 85.8 - - Management adjustments (379.0) 126.2 99.1 Management EBITDA 205.4 299.1 298.8 Diligence adjustments 11.7 5.3 (0.0) Diligence EBITDA 217.1 304.3 298.8 2 July 2025 | Par Health Page 22
Pro forma adjustments for Fentanyl Patch disruption further increase EBITDA by $5.8m in TTM25. Diligence adjustments: Pro forma : Adjustments for business disruptions and discontinuations on a pro forma basis are as follows : i. Fentanyl Patch disruption : In the beginning of FY 23 MNK SGx was forced to discontinue the Fentanyl Patch product due to its supplier’s change in materials . MNK SGx purchases the film material used in the patch from 3 M, which was discontinued in FY 23 . The replacement film provided by 3 M required additional testing, FDA review, and FDA approval before the product could be reintroduced to the market . The product reentered the market in the beginning of Q 124 . Additionally, in Q 125 MNK SGx’s co - manufacturer, LTS, failed to apply for quota timely, resulting in the inability to manufacture one of the Fentanyl Patch SKUs . The proposed pro forma adjustment removes the impact of the non - recurring disruption in these two periods and reflects what Management considers typical volume levels (based on 2 H 24 ) . The components of the adjustment are as follows : a. Reintroduction inventory reserve : When the product was reintroduced to the market in Q 124 , Management forecasted to immediately capture a similar market share to the pre - disruption period . Fentanyl Patch sales did not reach the same volumes as the pre - disruption period and Management reserved excess inventory for projected short - dating . As of Q 125 , of the $ 3 . 1 m reserved, $ 0 . 3 m has been released due to increased sales . The release has been considered in the adjustment . b. Product contribution - Product margin impact : Management considers 2 H 24 Fentanyl patch sales volumes typical . As such, the adjustment estimates the margin loss through disruption based on : 2 H 24 sales volume and standard margin for the product set at the beginning of each year . We note the annual run - rate of 2 H 24 volumes broadly aligns to the volume forecast for FY 25 . 5 SAC and synergy Endo GxSI Combined MNK SGx TTMMar25 FY24 FY23 Ref. Currency: $ m 4.0 3.1 8.4 i Fentanyl Patch disruption 1.9 1.3 - ii Fenton cost removal - 0.0 1.8 iii Fentanyl Lozenge discontinuation 5.8 4.4 10.2 5 Pro forma TTMMar25 FY24 FY23 Ref. Currency: $ m 2.8 3.1 - a Reintroduction inventory reserve 1 1.3 - 7.6 b Product margin (0.1) - (0.5) c Opioid NY state tax (0.1) - (0.5) d Royalty expense 1.1 - 6.6 Product contribution 2 - - 1.8 e At risk inventory write - off 3 4.0 3.1 8.4 i Fentanyl Patch disruption TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA 5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA 1 - FY24 and TTMMar25 impact is related to the FY23 disruption 2 - Adjustments in FY23 are related to the FY23 disruption, adjustments in TTMMar25 are related to the Q125 disruption 3 - Impact is related to the FY23 disruption Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 23
TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA 5.8 4.4 10.2 5 Pro forma Pro forma adjustments for Fentanyl Patch disruption further increase EBITDA by $5.8m in TTM25. Diligence adjustments: Pro forma (continued): i. Fentanyl Patch disruption continued: c. Product contribution - Opioid NY tax : Adjusts excise tax expense for Fentanyl Patches during the disruption periods to typical levels based on 2 H 24 expense incurred . d. Product contribution - Royalty expense : MNK SGx remits a royalty payment of 5 % of Fentanyl Patch net sales to LTS, quarterly . This adjustment includes the royalty expense for estimated net sales during the disruption period . e. At risk inventory write - off : During the FY 23 disruption period, MNK SGx manufactured Fentanyl Patch batches at risk utilizing two film alternatives . All inventory manufactured that did not meet specifications was written off in Q 223 . This adjustment removes the impact of the write - off from EBITDA . ii. Fenton cost removal : MNK SGx began construction on a new production facility in Apr 24 , which is expected to become operational in the beginning of FY 26 . This adjustment removes the non - operational set - up costs of the facility (e . g . utilities and personnel costs) as the income statement does not include the benefit of the new facility . iii. Fentanyl Lozenge discontinuation : In Mar 24 , MNK SGx discontinued the production and sale of Fentanyl Lozenges due to low profitability . The proposed adjustment removes the inventory reserve associated with the discontinued product ( $ 1 . 1 m in FY 23 ) and the TIRF/REMS program expense associated with the distribution of the product ( $ 0 . 7 m in FY 23 ), on a pro forma basis . The impact in FY 24 is negligible . The TIRF/REMS is an FDA required program to ensure informed decisions before initiating treatment and while undergoing treatment involving opioids . The distributor of the opioid incurs expense related to this program . Contribution was not removed from EBITDA in this adjustment as the impact was insignificant ( $ 145 k in TTMMar 25 ) . 5 SAC and synergy Endo GxSI Combined MNK SGx 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref. Currency: $ m 4.0 3.1 8.4 i Fentanyl Patch disruption 1.9 1.3 - ii Fenton cost removal - 0.0 1.8 iii Fentanyl Lozenge discontinuation 5.8 4.4 10.2 5 Pro forma TTMMar25 FY24 FY23 Ref. Currency: $ m 2.8 3.1 - a Reintroduction inventory reserve 1 1.3 - 7.6 b Product margin (0.1) - (0.5) c Opioid NY state tax (0.1) - (0.5) d Royalty expense 1.1 - 6.6 Product contribution 2 - - 1.8 e At risk inventory write - off 3 4.0 3.1 8.4 i Fentanyl Patch disruption 1 - FY24 and TTMMar25 impact is related to the FY23 disruption 2 - Adjustments in FY23 are related to the FY23 disruption, adjustments in TTMMar25 are related to the Q125 disruption 3 - Impact is related to the FY23 disruption Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 24
TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA Diligence adjustments for one - time/non - recurring items increase EBITDA by $3.5m in TTMMar25. Diligence adjustments: One - time / non - recurring: Adjustments for one - time / non - recurring items are as follows: i. CIP project write - off : Throughout the Historical Period MNK SGx wrote off certain projects, which is considered non - recurring : a. Post - emergence CIP spend : In FY 24 , Management identified and expensed $ 1 . 5 m from CIP accounts related to subsequent project spend that exceeded the previously ascribed FMV at bankruptcy emergence . b. Solar farm : In FY 24 , Management explored the use of solar farms as an alternative form of power . The project was discontinued, and all associated CIP was written off . MNK SGx does not use solar farms in the normal course of business . c. MASC project : The Mallinckrodt Ammonium Sulphate Crystallization (“MASC”) project was initiated to realize value in production byproducts ; however, the project was cancelled in FY 23 and all cost previously capitalized were written - off in FY 23 . ii. Beetle reserve reversal : In Q 424 the Watco Gateway warehouse experienced a beetle infestation resulting in the inventory at Watco being fully reserved and subsequently destroyed ( $ 1 . 0 m) . This event is considered non - recurring and the corresponding expense removed from EBITDA . MNK SGx has since severed the relationship with Watco and moved warehousing to St . Louis . The warehouse move did not result in significant expenses or cost savings . iii. Legal prod uct liability : The proposed adjustment removes non - recurring costs incurred in relation to asbestos remediation at a legacy business site . 6 SAC and synergy Endo GxSI Combined MNK SGx TTMMar25 FY24 FY23 Ref. Currency: $ m (1.4) (1.5) - a Post - emergence CIP spend (0.5) (0.5) - b Solar farm - - (0.4) c MASC project 1.9 2.0 0.4 i CIP project write - off TTMMar25 FY24 FY23 Ref. Currency: $ m 1.9 2.0 0.4 i CIP project write - off 1.0 1.0 - ii Beetle reserve reversal 0.5 - - iii Asbestos remediation 0.1 0.9 1.1 iv Salary severance and retention 0.0 0.1 0.5 v Big Mac refurbishment - - 1.3 vi Bonus - KEIP removal - - 0.7 vii Vopak adjustments 3.5 4.1 4.0 6 One - time / non - recurring 5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 25
TTMMar25 FY24 FY23 Ref. Currency: $ m 1.9 2.0 0.4 i CIP project write - off 1.0 1.0 - ii Beetle reserve reversal 0.5 - - iii Asbestos remediation 0.1 0.9 1.1 iv Salary severance and retention 0.0 0.1 0.5 v Big Mac refurbishment - - 1.3 vi Bonus - KEIP removal - - 0.7 vii Vopak adjustments 3.5 4.1 4.0 6 One - time / non - recurring TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA 5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA Diligence adjustments for one - time/non - recurring items increase EBITDA by $3.5m in TTMMar25. Diligence adjustments: One - time / non - recurring (continued): iv. Salary severance and retention : MNK SGx incurred one - time, non - recurring employee - related severance and retention payments in the Historical Period which are removed from EBITDA : • Chapter 11 retention : As part of the Chapter 11 bankruptcy proceedings, MNK SGx offered retention bonuses to retain certain employees ( $ 0 . 1 m in TTMMar 25 ) . The adjustment removes the impact of these retention payments as non - recurring . • R&D restructuring severance : The adjustment removes one - time expense related to the restructuring of R&D leadership . The severance is fully paid as of the date of this report ( $ 0 . 9 m in FY 24 ) . v. Big Mac refurbishment : During FY 22 , a leak was discovered in the lining of the Big Mac storage tank (“Big Mac”) at the Raleigh plant . MNK SGx rented a temporary tank and pumping system from Rain for Rent while it refurbished the tank to limit production disruption . This adjustment reflects the add - back of one - time costs incurred to rent a temporary tank and pumping system . The costs associated with investigating and repairing the leak in the lining of the Big Mac tank were borne by the supplier and are not considered part of the adjustment . The rental period discontinued in Sep 24 . vi. Bonus – KEIP removal : In FY 23 certain executives at MNK SGx received bonuses in addition to the annual incentive plan . These bonuses are considered one - time . vii. Vopak adjustments : This adjustment adds back one - time decommissioning expenses ( $ 0 . 4 m) and clean - out fees ( $ 0 . 2 m) incurred in FY 23 related to a change in storage tank providers from Vopak to Chemserve . 6 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 26
TTMMar25 FY24 FY23 Ref. Currency: $ m (2.3) 0.6 3.1 Bad debt expense, as reported 0.1 0.1 0.1 Average write - offs (2.4) 0.5 3.0 i Bad debt expense adjustment TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA Diligence adjustments for out - of - period / accounting items decrease EBITDA by $3.5m in TTMMar25. Diligence adjustments: 5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref. Currency: $ m (2.4) 0.5 3.0 i Bad debt expense adjustment 2.3 1.3 0.4 ii Bonus adjustment (1.6) (4.1) 0.7 iii Inventory variance cap. adjustment (1.5) (1.5) 1.5 iv Price protection accrual reversal (0.5) (0.5) - v Asbestos accrual release 0.3 0.3 1.4 vi APAP Customer 1 related adjustments - 3.7 (0.1) vii Narrow exception impact adjustment - 0.6 - viii Amitiza Medicaid adjustment - (0.2) (0.6) ix Webster Groves - real estate taxes paid adj - - 2.8 x FOB destination accrual - - (1.7) xi Out - of - period inventory reserve release (3.5) (0.1) 7.3 7 Out - of - period / accounting SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix Out - of - period / accounting: Adjustments for out - of - period and accounting items in the Historical Period are as follows: i. Bad debt expense adjustment : MNK SGx reserves for bad debt through three mechanisms (summarized in the table below) : (i) an overall percentage of outstanding AR (“Aging reserve”), (ii) average actual three - year write - offs experience (“General reserve”), and (iii) specifically identified balances (“Specific reserve”) based on Management’s assessed collection risk, primarily related to accounts in collections and memos on credit holds . Throughout the Historical Period MNK SGx has subsequently collected balances from customers in collections . See the table below for movements in the Specific reserve . To remove the out - of - period impact of the reserved balance and corresponding reserve release bad debt is adjusted to reflect the average actual write - offs for the Historical Period ( $ 0 . 1 m per year) . Currency: $ m Dec23 Dec24 Mar25 Specific reserve 3.0 3.1 1.6 Aging reserve 0.1 0.4 0.3 General reserve 0.0 0.0 0.0 Total reserve 3.2 3.6 2.0 ii. Bonus adjustment : MNK SGx accrues for the bonus ratably throughout the year, estimating the expected payout each month . Management initially accrues for the bonus at an expected payout of 1 . 0 x and updates the accrual throughout the year based on MNK SGx performance and estimates . In the Historical Period the MNK SGx bonus was 1 . 65 x in FY 23 and 1 . 9 x in FY 24 . The proposed adjustment presents bonus expense ratably throughout the year based on the actual payout . In Q 125 Management accrued the bonus at an expected payout of 1 . 0 x, as such no adjustment was made to Q 125 for the FY 25 bonus accrual . 7 2 July 2025 | Par Health Page 27
TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA Diligence adjustments for out - of - period / accounting items decrease EBITDA by $3.5m in TTMMar25. Diligence adjustments: Out - of - period / accounting (continued) iii. Inventory variance cap . adjustment : MNK SGx expenses capitalized variances incurred (PPV and other variances) at the end of each product type’s estimated inventory turn . This adjustment presents the impact of amortizing the capitalized variance over the respective inventory turns, rather than Management’s approach of expensing the variance at the end of the turn . See at left for the as reported versus as adjusted activity . iv. Price protection accrual reversal : In Jul 23 MNK SGx accrued for a price protection rebate owed to McKesson, however McKesson did not invoice MNK SGx for the rebate . In Aug 24 MNK SGx reversed the accrual . The adjustment removes both the initial reserve and the corresponding release . v. Asbestos accrual release : In 2020 MNK SGx accrued for expenses related to asbestos abatement at the St . Louis plant, but released the accrual in Q 224 as MNK SGx had yet to approve a plan to remediate the issue in the near term . The out - of - period income was reversed as part of this adjustment . vi. APAP Customer 1 related adjustments : Represents adjustments relating to APAP Customer 1 as follows : • Failure to supply agreed upon volumes : FY 22 lost PAP production caused MNK SGx to incur a failure to supply (“FTS”) penalty of $ 1 . 7 m payable to APAP Customer 1 . The expense was recorded in FY 23 , the adjustment reclassifies the expense to FY 22 when it was incurred . • Minimum purchase commitment : In FY 23 APAP Customer 1 lowered its volume commitment by 650 MTs resulting in a $0.7m penalty payable to MNK SGx. The receipt of this penalty payment is removed from Diligence EBITDA as one - time. 7 TTMMar25 FY24 FY23 Ref. Currency: $ m 149.2 136.2 95.1 Variance release, as reported 150.8 140.3 94.4 Variance release, as adjusted (1.6) (4.1) 0.7 iii Inventory variance cap. adjustment 5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref. Currency: $ m (2.4) 0.5 3.0 i Bad debt expense adjustment 2.3 1.3 0.4 ii Bonus adjustment (1.6) (4.1) 0.7 iii Inventory variance cap. adjustment (1.5) (1.5) 1.5 iv Price protection accrual reversal (0.5) (0.5) - v Asbestos accrual release 0.3 0.3 1.4 vi APAP Customer 1 related adjustments - 3.7 (0.1) vii Narrow exception impact adjustment - 0.6 - viii Amitiza Medicaid adjustment - (0.2) (0.6) ix Webster Groves - real estate taxes paid adj - - 2.8 x FOB destination accrual - - (1.7) xi Out - of - period inventory reserve release (3.5) (0.1) 7.3 7 Out - of - period / accounting SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 28
5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref. Currency: $ m (2.4) 0.5 3.0 i Bad debt expense adjustment 2.3 1.3 0.4 ii Bonus adjustment (1.6) (4.1) 0.7 iii Inventory variance cap. adjustment (1.5) (1.5) 1.5 iv Price protection accrual reversal (0.5) (0.5) - v Asbestos accrual release 0.3 0.3 1.4 vi APAP Customer 1 related adjustments - 3.7 (0.1) vii Narrow exception impact adjustment - 0.6 - viii Amitiza Medicaid adjustment - (0.2) (0.6) ix Webster Groves - real estate taxes paid adj - - 2.8 x FOB destination accrual - - (1.7) xi Out - of - period inventory reserve release (3.5) (0.1) 7.3 7 Out - of - period / accounting TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA Diligence adjustments for out - of - period / accounting items decrease EBITDA by $3.5m in TTMMar25. Diligence adjustments: Out - of - period / accounting (continued) vi. APAP Customer 1 adjustments (continued) • Patheon volume discount : APAP Customer 1 entered a new contract manufacturing relationship, which allows for favorable pricing, but did not alert MNK SGx timely in accordance with the agreement . APAP Customer 1 did not receive the favorable pricing in FY 23 due to the delay . On a go - forward basis the favorable pricing would reduce sales by $ 0 . 5 m, therefore sales have been reduced in FY 23 to align with the go - forward . • True - up charges – out - of - period : Throughout the Historical Period Management recorded certain cost pass through true - ups out of period . The adjustment captures the true - up in the period incurred ( $ 0 . 3 m in the TTM period) . vii. Narrow exception impact normalization : MNK SGx requested a narrow exception in 2017 from the Centers for Medicare & Medicaid Services, which was rejected in Mar 24 . The exception rejection resulted in additional Medicaid rebates of $ 3 . 7 m related to the periods from 1991 through Q 124 which were expensed in Mar 24 at the time of the rejection . The proposed adjustment removes the one - time expense in Mar 24 and reflects the rebates in the periods in which they were incurred . viii. Amitiza Medicaid adjustment : In Apr 24 MNK SGx entered into an agreement with MNK Specialty Brands to distribute Amitiza . At that time, Management estimated Medicaid utilization for Amitiza at 75 % using estimates from its largest customer, Takeda . The estimate was trued up to actual utilization of 37 % in Feb 25 . The proposed adjustment (i) applies the actual utilization to the accrual from Apr 24 and (ii) considers the corresponding increased royalty expense incurred as a result of the utilization adjustment . 7 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 29
5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref. Currency: $ m (2.4) 0.5 3.0 i Bad debt expense adjustment 2.3 1.3 0.4 ii Bonus adjustment (1.6) (4.1) 0.7 iii Inventory variance cap. adjustment (1.5) (1.5) 1.5 iv Price protection accrual reversal (0.5) (0.5) - v Asbestos accrual release 0.3 0.3 1.4 vi APAP Customer 1 related adjustments - 3.7 (0.1) vii Narrow exception impact adjustment - 0.6 - viii Amitiza Medicaid adjustment - (0.2) (0.6) ix Webster Groves - real estate taxes paid adj - - 2.8 x FOB destination accrual - - (1.7) xi Out - of - period inventory reserve release (3.5) (0.1) 7.3 7 Out - of - period / accounting TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA Diligence adjustments for out - of - period / accounting items decrease EBITDA by $3.5m in TTMMar25. Diligence adjustments: Out - of - period / accounting (continued) ix. Webster Groves real estate taxes paid adj : Adjusts the real estate expense to be presented on an as paid basis, incurred ratably throughout the period . Additionally, this adjustment reverses any out - of - period correction entries made to adjust the accrual to the actual payment . x. FOB destination accrual : Title transfers for most customers of MNK SGx when the product is shipped, however title transfers at receipt for certain international customers . All net sales are initially recorded as FOB shipping point and an accrual is made to reduce net sales at each quarter end for FOB destination point customers . The accrual is reversed in the subsequent quarter and the net sales are recognized . At Dec 22 , Management did not accrue for this timing difference in revenue recognition . The proposed adjustment estimates the net sales that should have been recognized in Q 123 to align with FOB destination terms using the FY 22 quarterly average accrual . The accrual is correctly reflected in Reported financial information in - line with MNK SGx policy for other quarters throughout the Historical Period . xi. Out - of - period inventory reserve release : MNK SGx launched Posaconazole, a new product, in Q 322 . Upon initial launch, sales were lower than forecast which created an inventory reserve for the slow - moving inventory through 2 H 22 . In FY 23 sales improved and the reserve was released . With the benefit of hindsight, this adjustment applies the FY 23 reversal to when the reserve was recorded in FY 22 . 7 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 30
TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA Diligence adjustments of $(2.4)m in TTMMar25 align the deal basis income statement to the carve - out financial statements. Diligence adjustments: Carve - out: Adjustments to align the deal basis income statement to the COFS are as follows: i. Amitiza royalty expense : As noted above, in Apr 24 MNK SGx entered into an agreement with MNK Specialty Brands to distribute Amitiza . As part of the agreement MNK SGx receives Amitiza product from MNK Specialty Brands and sells the product domestically, remitting 65 % of net profits to MNK Specialty Brands as a royalty . The expense is initially recorded in the intercompany account, the activity is adjusted to reflect the expense in cost of sales . The royalty payment is considered the cost of sales for MNK SGx . The proposed adjustment includes the previously eliminated intercompany relationship and royalties payable by MNK SGx as an EBITDA reduction . The agreement will continue post separation . ii. Sublease rent income : MNK SGx owns the Hazelwood facility and leases it to MNK Specialty Brands . This adjustment captures the sublease income related to the lease agreement . The income was previously eliminated as an intercompany transaction . The agreement will continue post separation . iii. Passed year end adjustments : As part of year end procedures Management prepares a listing of proposed adjustments to be included in the current year’s books and records . Management may pass on recording the entry and record it in the following fiscal year due to materiality . As part of the carve - out financial statement preparation all passed adjustments have been recorded in the correct fiscal year and the entry recorded by Management in the subsequent fiscal year has been reversed as it is out of period . This adjustment aligns the deal basis income statement to the COFS, see Appendix B : MNK SGx FY 23 reconciliation to COFS and Appendix C : FY 24 reconciliation to COFS for a reconciliation to FY 23 and FY 24 COFS . 8 TTMMar25 FY24 FY23 Ref. Currency: $ m (2.6) (1.1) - i Amitiza royalty expense 0.3 0.3 0.3 ii Sublease rent expense - 5.2 (3.6) iii Passed year end adjustments (2.4) 4.3 (3.4) 8 Carve - out 5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 31
TTMMar25 FY24 FY23 Ref. Currency: $ m (2.9) (4.9) (0.1) i Gain on disposal of fixed assets (1.3) (2.9) (7.0) ii Pension & employee benefit programs 0.4 0.2 0.4 iii Legal - environmental 0.2 0.3 0.3 iv Idle plant depreciation - Hobart (3.5) (7.3) (6.4) 9 Non - core / non - operational TTMMar25 FY24 FY23 Ref. Currency: $ m 199.7 172.9 584.4 A Reported EBITDA 298.8 299.1 205.4 B Management EBITDA 5.8 4.4 10.2 5 Pro forma 3.5 4.1 4.0 6 One - time / non - recurring (3.5) (0.1) 7.3 7 Out - of - period / accounting (2.4) 4.3 (3.4) 8 Carve - out (3.5) (7.3) (6.4) 9 Non - core / non - operational (0.0) 5.3 11.7 Diligence adjustments 298.8 304.3 217.1 Diligence EBITDA Diligence adjustments for non - core / non - operational items decrease EBITDA by $3.5m in TTMMar25. Diligence adjustments: Non - core / non - operational: Adjustments to remove non - core / non - operational items are as follows: i. Gain on disposal of fixed assets : Removes gains on disposal of fixed assets as the gain is considered non - operational . ii. Pension & employee benefit programs : Represents non - operational rabbi trust investment gains and losses, fair value changes in the cash surrender value of life insurance policies, and other pension and post - retirement related expenses . The expenses and income are considered non - operational . iii. Legal - environmental : Removes the quarterly true - ups of the present value of environmental liabilities based on the current market interest rate . The net difference flows through the income statement akin to non - cash interest expense . iv. Idle plant depreciation - Hobart : Removes depreciation for an unused production line at the Hobart plant . The expense was not included in the prior depreciation adjustment as Management tracks this separately . 9 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 32
Quality of earnings – Endo GxSI
Currency: $ m Ref FY23 FY24 TTMMar25 (102.9) (61.0) 276.1 Net income (loss) 104.7 111.4 139.1 Depreciation and amortization (0.7) (0.8) (0.8) Interest income, net 104.0 110.6 138.3 Definitional adjustments 1.1 49.6 414.4 A Reported EBITDA 239.9 239.7 (7.8) i Non - cash adjustments (47.0) (48.5) - ii Bankruptcy items 2.0 4.7 25.9 iii Other 194.9 195.9 18.1 Management adjustments 196.0 245.5 432.5 B Management EBITDA 16.9 15.7 10.2 i Pro forma (3.4) 0.9 7.3 ii Out of period / accounting 1.3 1.9 (8.0) iii One - time / non - recurring 0.2 (0.3) 0.1 iv Carve - out 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 C Diligence EBITDA Margin: 0.1 6.2 38.4 Reported EBITDA 25.6 30.8 40.1 Management EBITDA 27.4 33.0 42.2 Diligence EBITDA Diligence EBITDA decreased from $442.1m in FY23 to $210.9m in TTMMar25. Proposed adjustments increased reported EBITDA by $209.9m in TTMMar25. Quality of earnings overview The table at left presents the reconciliation from Reported EBITDA to Diligence EBITDA for the Historical Period . Refer to the descriptions and discussions below and in the following pages for each adjustment category . A. Reported EBITDA : Represents definitional add backs to net income, including depreciation and amortization, and interest income . B. Management EBITDA : Management tracks non - operational costs on a quarterly basis for SEC reporting compliance . All Management adjustments are recorded separately in discreet trial balance accounts . Appendix D : Endo GxSI reconciliation to Auditor’s report presents a reconciliation of Management EBTIDA at left to Endo’s 10 - K for FY 23 and FY 24 and 10 - Q for Q 125 . We reconciled the Management adjusted EBITDA for Endo GxSI to Management’s internal reporting packages . Adjustments to reported EBTIDA primarily include : (i) non - cash adjustments including intangible asset impairments, contingent consideration revaluation, and gain/loss on disposal of fixed assets, (ii) bankruptcy related items such as fresh start accounting, and (iii) other items excluded from Management adjusted EBITDA, such as milestone payments, and realized / unrealized gains on FX . C. Diligence EBITDA : Reflects additional adjustments identified throughout the diligence process, related to the following : (i) pro forma, (ii) out - of - period / accounting, (iii) one - time / non - recurring, and (iv) carve - out . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 34
Currency: $ m Ref FY23 FY24 TTMMar25 Net income (loss) 276.1 (61.0) (102.9) Non - cash adjustments ($239.9m in TTMMar25) and bankruptcy related items ($(47.0)m in TTMMar25) are excluded from Management EBITDA. Management adjustments: Non - cash adjustments : Primarily represents (i) impairment of intangible assets and (ii) annual revaluation of contingent considerations . i. Impairment of intangible assets : Management added back the impairment charges against the IP of certain products . Impairment assessments on intangible assets are carried out at least annually (for in - process research and development assets) or more frequently as necessary if indicators of potential impairment exist . ii. Revaluation of contingent considerations – Management added back the non - cash revaluation of contingent consideration liability associated with acquisition or licensing of various products . 1 Bankruptcy items i. Asset revaluation : In Apr 24 , Endo emerged from Chapter 11 bankruptcy and adopted fresh start accounting while the normal business operations continued uninterrupted . Management excluded from EBITDA the non - cash entries regarding asset revaluation . ii. Amortization of inventory step - up : Upon the adoption of fresh starting accounting in Apr 24 , inventory was revalued to fair value . The step - up of inventory value was tracked separately and amortized as inventory was sold . Management added back the amortization of the inventory value step - up due to its non - cash nature . iii. Fresh start accounting entries : In Apr 24 , Management adopted fresh start accounting upon emergence from bankruptcy . As part of the emergence process Management also recorded several reconciling entries related to India operations which Management represented net to $ 0 on a consolidated basis . However, these adjustments do impact Endo GxSI on a segment level . Management removed the impact of the entries as they are non - recurring . Further, Management added back $ 6 . 0 m of reserve for the unsecured claims from a contract termination ordered by the Bankruptcy court in Q 124 . 2 1.1 49.6 414.4 Reported EBITDA 239.9 239.7 (7.8) 1 Non - cash adjustments (47.0) (48.5) - 2 Bankruptcy items 2.0 4.7 25.9 3 Other 194.9 195.9 18.1 Management adjustments 196.0 245.5 432.5 Management EBITDA 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref Currency: $ m 245.4 245.7 0.5 i Intangible asset impairments (5.1) (5.5) (8.4) ii Contingent consideration revaluation (0.4) (0.5) 0.2 Gain/Loss on disposal of fixed assets 239.9 239.7 (7.8) 1 Non - cash adjustments TTMMar25 FY24 FY23 Ref Currency: $ m (291.2) (291.2) - i Asset revaluation 212.7 205.2 - ii Amortization of inventory step - up 31.5 37.5 - iii Fresh start accounting entry (47.0) (48.5) - 2 Bankruptcy items SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 35
1.1 49.6 414.4 Reported EBITDA 239.9 239.7 (7.8) 1 Non - cash adjustments (47.0) (48.5) - 2 Bankruptcy items 2.0 4.7 25.9 3 Other 194.9 195.9 18.1 Management adjustments 196.0 245.5 432.5 Management EBITDA 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 Diligence EBITDA Currency: $ m Ref FY23 FY24 TTMMar25 Net income (loss) 276.1 (61.0) (102.9) TTMMar25 FY24 FY23 Ref Currency: $ m 3.3 2.5 0.3 i Milestone payments - acquired R&D (2.2) (2.6) (0.4) ii Realized and unrealized G/L on FX (0.0) 4.1 7.0 iii Severance, retentions and benefits - - 17.1 iv Non - recurring legal settlements - - 1.2 v Inventory write offs 0.9 0.7 0.9 Other 2.0 4.7 25.9 3 Other Other items excluded from Management EBITDA in TTMMar25 include milestone payments and realized and unrealized gains on foreign exchange. Management adjustments: Other i. Milestone payments – acquired R&D : Management added back all upfront and event driven payments in relation to the acquired in - licensed products . All regular royalty expenses are still burdening EBITDA . ii. Realized and unrealized gains on foreign exchange : Primarily attributed to the operations and inventory held in India . Management removed the realized and unrealized gains from EBITDA to present Management EBITDA on a consistent basis . iii. Severance, retentions and benefits : Represents all severance and retention bonuses and related payroll taxes regarding the restructuring efforts in FY 23 and Q 124 . We understand these amounts are tracked in a separate trial balance account . iv. Non - recurring legal settlements : Represents adjustments to the settlement with the unsecured creditor committee during the bankruptcy process which we understand are tracked in a separate trial balance account . v. Inventory write - offs : Represents non - recurring inventory write - off due to quality issues that were added back to EBITDA by Management . 3 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 36
TTMMar25 FY24 FY23 Ref Currency: $ m 5.0 4.7 3.3 Personnel 7.8 7.4 4.0 Non - personnel 12.8 12.1 7.3 Cost of sales labor & OH 2.2 1.8 1.3 G&A 1.9 1.9 1.7 R&D 16.9 15.7 10.2 4 Indore facility ramp up cost Currency: $ m Ref FY23 Net income (loss) 276.1 Reported EBITDA 414.4 Management adjustments 18.1 Management EBITDA 432.5 Indore facility ramp up cost 4 10.2 Pro forma 10.2 Out of period / accounting 5 7.3 One - time / non - recurring 6 (8.0) Carve - out 7 0.1 Diligence adjustments 9.6 Diligence EBITDA 442.1 FY24 TTMMar25 (61.0) (102.9) 49.6 1.1 195.9 194.9 245.5 196.0 15.7 16.9 15.7 16.9 0.9 (3.4) 1.9 1.3 (0.3) 0.2 18.3 14.9 263.8 210.9 Pro forma adjustments for Indore facility ramp up increase Diligence EBITDA by $16.9m in TTMMar25. Diligence adjustments: Proforma adjustment : Removes the impact of scaling up SI operations at the Indore production facility during the Historical Period . This adjustment is based on the expectation that, upon the facility's launch, Endo SI will be able to (i) reduce certain existing costs by relocating the production of various products, and (ii) generate additional revenue from newly introduced products . The adjustment aims to align Endo GxSI’s cost structure with the current revenue stream . Indore facility ramp up costs : Endo owns the manufacturing facility in Indore, India . While the Indore facility is currently utilized to manufacture a limited number of Endo Gx products, Endo GxSI has been investing in Indore to house SI manufacturing and plans to move a number of SI production lines from its Rochester facility as well as expanding overall capacity . Endo SI received FDA approval in Dec 24 on the first product to be manufactured at the Indore facility . It is expected that commercial production will begin in 2026 . Endo GxSI has been incurring costs to prepare for SI operations (primarily associated with equipment testing, maintenance and water/media trials on the new production lines) . The ramp up process is expected to continue during 2025 , before the SI manufacturing processes kick off in 2026 . The proposed pro forma adjustment removes the costs directly related to SI production incurred at Indore . Management represented costs removed are directly attributed to the SI production lines that had not been generating revenue in the Historical Period . The table at left presents the direct Indore ramp up costs as they are recorded in the income statement . Personnel costs represent manufacturing personnel costs related to facility set - up, equipment testing and other preparation work . Non - personnel costs within cost of sales represent primarily utilities, machinery maintenance, and other consumables . All costs within cost of sales added back are related to the preparation of the Indore facility to get ready for commercial production . G&A expenses include HR, Finance, IT and other G&A functions . Costs mainly comprise (i) salaries and wages primarily for HR function, (ii) other personnel related expenses (such as costs for uniforms and auto) and (iii) building expenses (such as cleaning and security) . 4 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 37
Currency: $ m Ref FY23 Net income (loss) 276.1 Reported EBITDA 414.4 Management adjustments 18.1 Management EBITDA 432.5 Pro forma 4 10.2 Dexlan Deerfield Partnership true - up i 2.1 Partnership true up Q423 ii 2.5 Royalty true up - Vasostrict AG iii 1.6 Other iv 1.0 Out of period / accounting 5 7.3 One - time / non - recurring 6 (8.0) Carve - out 7 0.1 Diligence adjustments 9.6 Diligence EBITDA 442.1 FY24 TTMMar25 (61.0) (102.9) 49.6 1.1 195.9 194.9 245.5 196.0 15.7 16.9 1.4 (2.7) - - - - (0.5) (0.7) 0.9 (3.4) 1.9 1.3 (0.3) 0.2 18.3 14.9 263.8 210.9 Diligence adjustments for out - of - period / accounting adjustments decrease EBITDA by $(3.4)m in TTMMar25. Diligence adjustments: Out - of - period/accounting adjustments : Include various items identified that were recorded during the Historical Period relating to prior periods . The adjustment removes settlements, true ups and credits received to align them with the respective periods incurred . i. Dexlan Deerfield partnership true - up : In Q 125 , Management recorded a $ 3 . 7 m royalty credit due from Deerfield regarding the Dexlansoprazole license . A credit was recorded due to the omission of distribution fees in calculating historical gross profits of Dexlansoprazole, which led to higher royalty expenses paid to Deerfield in the Historical Period . Management represented the correction of partnership fees recorded in Q 125 related to FY 23 , FY 24 and prior to FY 23 . We understand the reallocation to the periods incurred is based on royalty statements . ii. Partnership royalty true - up : Prior to the Historical Period, Endo GxSI had been distributing Colchicine and Candesartan products under license agreements with Takeda and Astra Zeneca, respectively . The agreements stipulated royalty payments based on gross profit earned by Endo GxSI upon distribution of these products . Endo GxSI discontinued the distribution of Colchicine and Candesartan in 2022 due to low profitability and negative outlook . Before product discontinuation, decreased sales resulted in negative gross profit for both products and accrual of ‘negative’ royalty in relation to these products during FY 22 – FY 23 . The negative royalty was recognized as a receivable of $ 3 . 6 m as of Nov 23 . Considering these receivables were not subject to recovery, Management wrote off the amounts in Dec 23 . The proposed diligence adjustment removes the impact of the write - off of the royalty receivable as well as the negative royalty expenses recognized during FY 23 . 5 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 38
Diligence adjustments for out - of - period / accounting adjustments decrease EBITDA by $(3.4)m in TTMMar25. Out - of - period/accounting adjustments (continued) : iii. Royalty true - up for Vasostrict : In Q 223 , Management recorded a true - up of royalty due from Aurobindo . In FY 22 , Endo accrued for the estimated royalty from Aurobindo for FY 22 without any financial information provided . In FY 23 , Management trued up the royalty from Aurobindo related to FY 22 upon the receipt of sales statements . The proposed adjustment removes the impact of true up adjustment related to FY 22 royalty . iv. Other : Represents Management’s accounting entries made in the following quarters to correct certain issues after the books had been closed . The proposed adjustment reflects the true ups in the correct period . 5 Diligence adjustments: TTMMar25 FY24 FY23 Ref Currency: $ m (102.9) (61.0) 276.1 Net income (loss) 1.1 49.6 414.4 Reported EBITDA 194.9 195.9 18.1 Management adjustments 196.0 245.5 432.5 Management EBITDA 16.9 15.7 10.2 4 Pro forma (2.7) 1.4 2.1 i Dexlan Deerfield Partnership true - up - - 2.5 ii Partnership true up Q423 - - 1.6 iii Royalty true up - Vasostrict AG (0.7) (0.5) 1.0 iv Other (3.4) 0.9 7.3 5 Out of period / accounting 1.3 1.9 (8.0) 6 One - time / non - recurring 0.2 (0.3) 0.1 7 Carve - out 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 Diligence EBITDA SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 39
1.2 1.2 - Return for recall of discontinued products 4.7 4.9 (0.2) 6.i GTN charges on discontinued products Diligence adjustments: TTMMar25 FY24 FY23 Ref Currency: $ m (102.9) (61.0) 276.1 Net income (loss) 1.1 49.6 414.4 Reported EBITDA 194.9 195.9 18.1 Management adjustments 196.0 245.5 432.5 Management EBITDA 16.9 15.7 10.2 4 Pro forma (3.4) 0.9 7.3 5 Out of period / accounting 4.7 4.9 (0.2) i GTN charges on disc. products (3.2) (3.2) 4.0 ii Vendor credit (0.7) 0.1 2.8 iii Varenicline royalty settlement 0.2 0.3 9.1 iv Excess inventory reserve 0.2 2.0 7.2 v Problem lot inv. write off - (2.3) 2.3 vi Short - date inventory reserve 0.1 0.2 (28.8) vii Novavax settlement - - (4.4) viii Vendor contract breach 1.3 1.9 (8.0) 6 One - time / non - recurring 0.2 (0.3) 0.1 7 Carve - out 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref Currency: $ m 1.4 1.4 - a Propranolol 0.8 0.8 - b Dutas tams HCI caps 0.5 0.5 - c Hydrocodone tabs 0.4 0.4 - c Amphetamine salts XR 0.4 0.6 (0.2) d Doxycycline 3.5 3.8 (0.2) GTN charges on discontinued products 0.8 0.8 - Adrenalin nasal solution 30mg/30mL 0.3 0.3 - Phenoxybenzamine HCI caps 10mg 100s 0.1 0.1 - Treprostinil injection 20mg/20mL Diligence adjustments for one - time/non - recurring items increase EBITDA by $1.3m in TTMMar25. One - time / non - recurring : Adjustments for one - time / non - recurring items are as follows : i. GTN charges on discontinued products : GTN charges on discontinued products : Management reviews the profitability at a product level on a regular basis to rationalize its portfolio and potentially to discontinue products with insufficient margin . Management represented the returns, rebates and other GTN items regarding the discontinued products are typically trued up on the income statement . The proposed adjustment removes GTN charges for discontinued products with no corresponding revenue in the Historical Period . Refer to table at left for a summary of the items adjusted and brief comments below : a. Propranolol has no gross revenue recorded since Oct 23 . The adjustment related to a failure to supply claim raised by Walmart after completion of an audit upon discontinuation of product . The claim is related to prior to FY 23 . b. Dutas represents an add back of a failure to supply rebate charged by a distributor in FY 24 which resulted from a backordered product with an expected delivery date after the discontinuation of Dutas in Mar 24 . c. Hydrocodone / Amphetamine both products were discontinued prior to Historical period . The proposed adjustment represents a reversal of a rebate charged by McKesson in Q 324 relating to prior periods before the product was discontinued . d. Doxycycline primarily relates to a non - recurring return claim by Cardinal in FY 24 relating to sales in FY 22 . Return for recall of discontinued products : Management noted two instances of product recalls which resulted in returns of discontinued products . Adrenalin Nasal, was removed from the market by Endo GxSI after approval was granted to a competitor to market the product . The proposed diligence adjustment removes the non - recurring GTN true - ups for these two recalled products . 6 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 40
Currency: $ m Ref FY23 Net income (loss) 276.1 Reported EBITDA 414.4 Management adjustments 18.1 Management EBITDA 432.5 FY24 TTMMar25 (61.0) (102.9) 49.6 1.1 195.9 194.9 245.5 196.0 15.7 16.9 0.9 (3.4) Pro forma 4 10.2 Out of period / accounting 5 7.3 Diligence adjustments for one - time/non - recurring items increase EBITDA by $1.3m in TTMMar25. Diligence adjustments: One - time / non - recurring (continued) : ii. Vendor credit : Removes a $ 3 . 2 m settlement received in Q 324 from a Chinese vendor for delivering unusable API . Management represented this API was purchased in Q 223 and Q 323 for a total of $ 4 . 0 m and was subsequently deemed unusable . The proposed adjustment excludes both initial purchase and subsequent credit for unusable API as non - recurring nature . iii. Varenicline royalty settlement : In FY 23 , several competitors were granted FDA approvals for generic Varenicline tabs, the largest product for Endo Gx at a time . Endo filed a lawsuit against a competitor for patent infringement over the newly issued U . S . patent covering Endo’s process for making Varenicline tabs . A settlement agreement was reached in Q 424 allowing the competitors to continue selling their products with a royalty due to Endo . The settlement agreement also provided for a lump sum compensation received in Q 424 . The quarterly royalty has since been recognized on net sales reported by competitors . The proposed diligence adjustment (i) removes the legal expenses related to the lawsuit, (ii) removes the lump sum royalty received in Q 424 , and (iii) normalizes the historical royalty income from these competitors based on Q 125 run - rate as if the royalty agreement was in place throughout the Historical Period . 6 4.7 4.9 (0.2) i GTN charges on disc. products (3.2) (3.2) 4.0 ii Vendor credit (0.7) 0.1 2.8 iii Varenicline royalty settlement 0.2 0.3 9.1 iv Excess inventory reserve 0.2 2.0 7.2 v Problem lot inv. write off - (2.3) 2.3 vi Short - date inventory reserve 0.1 0.2 (28.8) vii Novavax settlement - - (4.4) viii Vendor contract breach 1.3 1.9 (8.0) 6 One - time / non - recurring 0.2 (0.3) 0.1 7 Carve - out 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref Currency: $ m (1.7) (1.7) - Varenicline royalty settlement received 0.6 1.4 2.4 Legal expenses (1.0) (0.2) 2.4 Non - recurring Varenicline lawsuit 0.3 0.3 0.3 Run rate royalty income 0.0 - - Less: Reported regular royalty income 0.3 0.3 0.3 Run rate Varenicline royalty income adj. (0.7) 0.1 2.8 6.iii Varenicline royalty settlement adj. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 41
Currency: $ m Ref FY23 Net income (loss) 276.1 Reported EBITDA 414.4 Management adjustments 18.1 Management EBITDA 432.5 Pro forma 4 10.2 Out of period / accounting 5 7.3 GTN charges on disc. products i (0.2) Vendor credit ii 4.0 Varenicline royalty settlement iii 2.8 Excess inventory reserve iv 9.1 Problem lot inv. write off v 7.2 Short - date inventory reserve vi 2.3 Novavax settlement vii (28.8) Vendor contract breach viii (4.4) One - time / non - recurring 6 (8.0) Carve - out 7 0.1 Diligence adjustments 9.6 Diligence EBITDA 442.1 Currency: $ m Ref FY23 Everolimus a 1.3 Argatroban a 2.3 Posaconazole b 1.0 Levo b 0.6 Aplisol batch c 2.4 Dutas Tams HCl Caps d 1.5 Zafirlukast Tabs e 1.0 Vasostrict Pre - mix Bottles f (1.0) Excess inventory reserves 6.iv 9.1 FY24 TTMMar25 (61.0) (102.9) 49.6 1.1 195.9 194.9 245.5 196.0 15.7 16.9 0.9 (3.4) 4.9 4.7 (3.2) (3.2) 0.1 (0.7) 0.3 0.2 2.0 0.2 (2.3) - 0.2 0.1 - - 1.9 1.3 (0.3) 0.2 18.3 14.9 263.8 210.9 FY24 TTMMar25 - - (0.0) - 0.3 (0.2) (0.5) - 0.6 0.5 (0.0) (0.0) - - - - 0.3 0.2 Diligence adjustments for one - time/non - recurring items increase EBITDA by $1.3m in TTMMar25. Diligence adjustments: One - time / non - recurring (continued) : iv. Excess inventory reserve : Endo GxSI reserves for excess inventory based on its sales forecasts by product and inventory expiry by batch to identify product that may not be sold before becoming short dated (< 12 months remaining) . During the Historical Period, many Endo GxSI products encountered competitive pressures that led to a significant decrease in revenue in FY 24 compared to FY 23 , thereby increasing the likelihood that more finished goods would become short dated prior to being sold . Management represented throughout the Historical Period reserves reflected the best estimate based on the latest forecast, however, for certain products in FY 24 , subsequent sales were more favorable than anticipated resulting in unusually high releases of provisions in early FY 24 . The proposed adjustment aims to normalize the level of excess provision in FY 23 and FY 24 by excluding above - normal reserves and releases identified by Management on a product - by - product basis as summarized in the table at left . Further discussion of the product - by product reserve adjustment : a. Net sales for both products decreased in FY 24 as compared to FY 23 from $ 9 . 5 m to $ 4 . 2 m and from $ 1 . 9 m to $ 0 . 6 m for Everolimus and Argatroban respectively resulting in substantial one time reserves booked as of the end of FY 23 as sales of both products decreased considerably . 6 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 42
Currency: $ m Ref FY23 FY24 TTMMar25 Diligence adjustments for one - time/non - recurring items increase EBITDA by $1.3m in TTMMar25. Diligence adjustments: e - time / non - recurring (continued): Excess inventory reserve (continued) e. - - 1.3 a Everolimus - (0.0) 2.3 a Argatroban (0.2) 0.3 1.0 b Posaconazole - (0.5) 0.6 b Levo f. 0.5 0.6 2.4 c Aplisol batch (0.0) (0.0) 1.5 d Dutas Tams HCl Caps - - 1.0 e Zafirlukast Tabs - - (1.0) f Vasostrict Pre - mix Bottles 0.2 0.3 9.1 6.iv Excess inventory reserves b . Endo GxSI experienced a decrease in sales of Posaconazole, with net revenue decreasing from $ 5 . 9 m in FY 23 to $ 3 . 1 m in FY 24 . Endo GxSI could not adjust production levels due to existing purchase commitments with a CMO, which could not be cancelled without incurring penalties . This resulted in significant non - recurring excess reserves being recognized as of the end of FY 23 . Sales for Levothyroxine were originally projected to decrease more sharply than what actually occurred, leading to the release of the provision as of Dec 23 . Due to production issues in FY 23 and FY 24 , two batches of Aplisol were released with significant delays due to additional QA process, resulting in a shorter shelf life than anticipated and consequently causing excess reserves . We understand that Endo GxSI has established a process to rectify these production issues to prevent similar incidents in the future . In Q 423 , Management reserved $ 1 . 5 m for Dutas of which $ 1 . 0 m is related to a significant decrease in demand from CVS . $ 0 . 5 m was associated with a non - recurring production related issue as certain batches were produced earlier than expected hence being dated with a 4 - 5 months shorter period than planned . Zafirlukast had no revenue in the Historical Period . Management wrote off $ 1 . 0 m API with short shelf life in Q 423 as no revenue was forecast for the product in the following 12 months . This item is considered non - recuring as no revenue is expected going forward . Vasostrict relates to one time production issues in FY 22 as a batch was placed on hold for a period resulting in shorter shelf life and hence reserve . In Q 123 Endo GxSI was able to sell through the reserved inventory due to increased market demand and provision has been released . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 6 On iv. 1.1 194.9 49.6 195.9 414.4 18.1 Reported EBITDA Management adjustments 196.0 245.5 432.5 Management EBITDA 16.9 15.7 10.2 4 Pro forma (3.4) 0.9 7.3 5 Out of period / accounting 4.7 4.9 (0.2) i GTN charges on disc. products (3.2) (3.2) 4.0 ii Vendor credit (0.7) 0.1 2.8 iii Varenicline royalty settlement 0.2 0.3 9.1 iv Excess inventory reserve c. 0.2 2.0 7.2 v Problem lot inv. write off - (2.3) 2.3 vi Short - date inventory reserve 0.1 0.2 (28.8) vii Novavax settlement - - (4.4) viii Vendor contract breach 1.3 1.9 (8.0) 6 One - time / non - recurring d. 0.2 (0.3) 0.1 7 Carve - out 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 Diligence EBITDA Currency: $ m Ref FY23 FY24 TTMMar25 Net income (loss) 276.1 (61.0) (102.9) 2 July 2025 | Par Health Page 43
4.7 4.9 (0.2) i GTN charges on disc. products (3.2) (3.2) 4.0 ii Vendor credit (0.7) 0.1 2.8 iii Varenicline royalty settlement 0.2 0.3 9.1 iv Excess inventory reserve 0.2 2.0 7.2 v Problem lot inv. write off - (2.3) 2.3 vi Short - date inventory reserve 0.1 0.2 (28.8) vii Novavax settlement - - (4.4) viii Vendor contract breach 1.3 1.9 (8.0) 6 One - time / non - recurring 0.2 (0.3) 0.1 7 Carve - out 14.9 18.3 9.6 Diligence adjustments 210.9 263.8 442.1 Diligence EBITDA TTMMar25 FY24 FY23 Ref Currency: $ m 0.2 2.0 6.0 a Nitrosamine related issues in production - - 1.2 b Vaso production issues 0.2 2.0 7.2 6.v Problem lot inv. write off 11.1 15.0 14.6 Inventory write - off (problem lot) adjusted Diligence adjustments: TTMMar25 FY24 FY23 Ref Currency: $ m (102.9) (61.0) 276.1 Net income (loss) 1.1 49.6 414.4 Reported EBITDA 194.9 195.9 18.1 Management adjustments 196.0 245.5 432.5 Management EBITDA 16.9 15.7 10.2 4 Pro forma (3.4) 0.9 7.3 5 Out of period / accounting Diligence adjustments for one - time/non - recurring items increase EBITDA by $1.3m in TTMMar25. One - time / non - recurring (continued) : v. Problem lot inventory write off : Management identified certain write offs for problem lots that it considers one - time and non - recurring as described below . An ongoing level of problem lot write offs remains in the income statement . a. Nitrosamine related issues in production : Inventory write - off 6 due to revised FDA guidance . In Aug 23 , the FDA issued a revised guidance on nitrosamine intake limits . The revised guidance resulted in Endo GxSI’s products exceeding limits after stress tests conducted internally, which led to significant non - recurring write - offs of nitrosamine . The proposed diligence adjustment excludes from EBITDA the non - recurring write - off of nitrosamine following the updated FDA guidance . b . Vasostrict production issues : Inventory write - off due to production issues . In Q 323 , upon the adoption of a new manufacturing process, a batch of Vasostrict pre - mix bottle was flagged for quality review . The product was written off due to the quality issue stemming from the new manufacturing process . Production of Vasostrict, the third largest Endo SI product, was halted briefly to address the production quality issue . The proposed adjustment reverses the $ 1 . 2 m of products that were written off in conjunction with the non - recurring production issue . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 44
Currency: $ m Ref FY23 Net income (loss) 276.1 Reported EBITDA 414.4 Management adjustments 18.1 Management EBITDA 432.5 Pro forma 4 10.2 Out of period / accounting 5 7.3 GTN charges on disc. products i (0.2) Vendor credit ii 4.0 Varenicline royalty settlement iii 2.8 Excess inventory reserve iv 9.1 Problem lot inv. write off v 7.2 Short - date inventory reserve vi 2.3 Novavax settlement vii (28.8) Vendor contract breach viii (4.4) One - time / non - recurring 6 (8.0) Carve - out 7 0.1 Diligence adjustments 9.6 Diligence EBITDA 442.1 FY24 TTMMar25 (61.0) (102.9) 49.6 1.1 195.9 194.9 245.5 196.0 15.7 16.9 0.9 (3.4) 4.9 4.7 (3.2) (3.2) 0.1 (0.7) 0.3 0.2 2.0 0.2 (2.3) - 0.2 0.1 - - 1.9 1.3 (0.3) 0.2 18.3 14.9 263.8 210.9 Currency: $ m Ref FY23 FY24 TTMMar25 - - (33.1) Novavax settlement received - - (0.3) Novavax related cost of sales 0.1 0.2 4.6 Legal and litigation expenses 0.1 0.2 (28.8) vii Novavax settlement Diligence adjustments for one - time/non - recurring items increase EBITDA by $1.3m in TTMMar25. Diligence adjustments: One - time / non - recurring (continued) : vi. Short - dated inventory reserve : Management represented a batch of Vasostrict was reserved for due to the shorter than normal shelf life . In the subsequent quarter, Endo SI was able to sell through the products reserved for due to higher demand and thus reversed the majority of the reserves made in Q 423 . The proposed diligence adjustment removes the non - recurring impact of the higher reserve in Q 423 and the sell through in the following quarter . vii. Novavax settlement : Prior to the Historical Period, Endo SI entered into an agreement with Novavax to produce Covid - 19 vaccines . Novavax was unable to meet the minimum order volume commitments during the contracted period due to delay of vaccine launch . In Q 223 , a settlement was reached between Endo and Novavax to terminate the agreement and a lump sum compensation was received and recognized as revenue . Management noted minimal costs associated with the Novavax contract were incurred in FY 23 . The proposed adjustment removes the non - recurring settlement amount received from Novavax and the costs associated with the matter (which primarily include legal expenses of $ 4 . 9 m in FY 23 in conjunction with the settlement) considering its non - recurring nature . viii. Vendor contract breach : Removes a true up of third - party development expenses recorded in Q 223 and Q 323 of $ 1 . 4 m and $ 3 . 0 m respectively, which was related to the original accrual made prior to Historical Period . Endo GxSI outsources the development and commercialization of Ephedrine formulations to Curia . As Curia, a former CMO, was unable to maintain production quality, which resulted in a breach of contract . The amounts accrued originally were settled for a fraction of the outstanding balances in FY 23 . Management represented all costs related to the true up were incurred prior to FY 23 . Endo GxSI switched to a different CMO after the contract breach and Management confirmed no material expenses have been incurred in conjunction with the change in vendors . 6 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 45
Currency: $ m Ref FY23 Net income (loss) 276.1 Reported EBITDA 414.4 Management adjustments 18.1 Management EBITDA 432.5 Pro forma 4 10.2 Out of period / accounting 5 7.3 One - time / non - recurring 6 (8.0) Carve - out 7 0.1 Diligence adjustments 9.6 Diligence EBITDA 442.1 FY24 TTMMar25 (61.0) (102.9) 49.6 1.1 195.9 194.9 245.5 196.0 15.7 16.9 0.9 (3.4) 1.9 1.3 (0.3) 0.2 18.3 14.9 263.8 210.9 TTMMar25 FY24 FY23 Currency: $ m 5.7 5.6 5.5 RemainCo Regulatory affairs 5.6 5.6 5.7 RemainCo Medical information 4.1 4.3 5.2 RemainCo Pharmacovigilance 4.0 4.2 3.8 RemainCo Medical affairs 0.9 0.9 0.7 RemainCo R&D risk management 20.2 20.5 20.9 Total original expense 13.6 14.1 14.1 Allocated to other 6.6 6.4 6.9 i Remained at GxSl 20.2 20.5 20.9 Total amounts allocated Currency: $ m Ref FY23 Allocations from RemainCo to Endo GxSI i 6.9 Allocations from GxSI to RemainCo ii (6.7) Carve - out 7 0.1 FY24 TTMMar25 6.4 6.6 (6.6) (6.4) (0.3) 0.2 Diligence adjustments for carve - out allocations increase EBITDA by $0.2m in TTMMar25. Diligence adjustments: Carve out : Historically, Endo GxSI recorded two types of allocations : (i) costs recorded in cost centers outside Endo GxSI that were allocated to Endo GxSI and (ii) costs recorded within Endo GxSI cost centers being further allocated to cost centers outside Endo GxSI . The proposed diligence adjustment removes costs recorded outside of Endo GxSI and subsequently allocated to Endo GxSI . Additionally, the adjustment removes direct costs recorded within Endo GxSI that were allocated to other cost centers outside the Transaction Perimeter . The table at left below presents both allocations which partially offset . Management represents these allocations between cost centers are primarily based on an annual analysis of employee’s time spent on different segments . The percentage determined by time spent on each segment is applied to both personnel expenses and other overhead expenses . i . Allocations to Endo GxSI : Allocated through R&D expenses and include primarily (i) regulatory affairs, (ii) medical information, (iii) pharmacovigilance and (iv) medical affairs as presented in the table below . Direct expenses are recorded at the Branded segment and primarily relate to personnel expense of ~ $ 12 . 6 m and third party call center costs of $ 3 . 2 m in TTMMar 25 . 7 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 46
Currency: $ m Ref FY23 Net income (loss) 276.1 Reported EBITDA 414.4 Management adjustments 18.1 Management EBITDA 432.5 Pro forma 4 10.2 Out of period / accounting 5 7.3 One - time / non - recurring 6 (8.0) Carve - out 7 0.1 Diligence adjustments 9.6 Diligence EBITDA 442.1 FY24 TTMMar25 (61.0) (102.9) 49.6 1.1 195.9 194.9 245.5 196.0 15.7 16.9 0.9 (3.4) 1.9 1.3 (0.3) 0.2 18.3 14.9 263.8 210.9 FY24 TTMMar25 FY23 Ref Currency: $ m 6.4 6.6 6.9 i Allocations from RemainCo to Endo GxSI (6.4) (6.6) (6.7) ii Allocations from GxSI to RemainCo 0.2 (0.3) 0.1 7 Carve - out TTMMar25 FY24 FY23 Currency: $ m 7.1 6.5 7.2 EndoGx Quality 6.4 6.9 6.9 EndoGx Supply chain 2.8 3.0 3.3 EndoGx Technical operations 2.6 3.0 3.5 EndoGx Sourcing 0.5 0.5 0.7 EndoGx Logistics 0.6 0.6 0.1 EndoGx Other 19.9 20.5 21.8 Total original expense 13.5 13.8 15.0 Remained at GxSl 6.4 6.6 6.7 ii Allocated to Other 19.9 20.5 21.8 Total amounts allocated Diligence adjustments for carve - out allocations increase EBITDA by $0.2m in TTMMar25. Diligence adjustments: Carve out (continued) ii . Allocations out of Endo GxSI : Primarily include (i) quality, (ii) supply chain, (iii) technical operations and (iv) sourcing as presented in the table below . Direct expenses are incurred at the Endo Gx segment and mainly include personnel expenses of $ 15 . 8 m in TTMMar 25 . The adjustment removes the expenses allocated to other segments outside of Endo GxSI as presented in the table at left below . A small portion of the original expenses incurred at Endo Gx is not part of the allocation as these expenses are already reversed through Management’s non - GAAP adjustments . These expenses primarily relate to special compensation items such as severance and retention bonus . 7 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 47
Recast income statement Recast income statement - MNK SGx Recast income statement - Endo GxSI
TTMMar25 recast income statement reflects Management and diligence EBITDA adjustments and standalone costs. The table below presents the combining recast income statement of Par Health. As previously noted, this does not constitute a GAAP consolidation of Par Health. Refer to the following slides for income statement trending discussed for each of the MNK SGx and Endo GxSI businesses. E = C + D D C = A + B B A Par Health Standalone Standalone + Synergies Par Health Endo GxSI MNK SGx TTMMar25 TTMMar25 TTMMar25 FY24 FY23 TTMMar25 FY24 FY23 TTMMar25 FY24 FY23 Currency: $ m 4,869.3 - 4,869.3 4,934.8 5,375.8 2,510.3 2,548.5 3,212.2 2,359.0 2,386.4 2,163.6 Gross sales (3,197.3) - (3,197.3) (3,229.3) (3,556.4) (1,741.6) (1,748.4) (2,163.7) (1,455.6) (1,480.9) (1,392.7) Gross sales reductions 1,672.0 - 1,672.0 1,705.5 1,819.4 768.6 800.1 1,048.5 903.4 905.4 770.9 Net sales 943.5 - 943.5 931.3 953.5 467.1 449.9 508.6 476.4 481.5 444.9 Cost of sales 728.5 - 728.5 774.2 865.9 301.6 350.2 539.9 426.9 424.0 325.9 Gross profit 66.0 11.6 54.5 56.1 56.3 26.9 28.5 30.0 27.6 27.6 26.3 Personnel 121.5 28.8 92.7 84.3 72.7 17.1 17.8 15.8 75.6 66.4 56.9 Non - personnel 187.5 40.4 147.2 140.4 129.0 44.0 46.3 45.8 103.2 94.1 83.2 SG&A 21.7 (2.7) 24.4 24.5 22.6 15.3 15.1 13.9 9.1 9.4 8.7 Personnel 44.4 (2.7) 47.1 41.2 55.1 31.3 25.0 38.1 15.8 16.2 17.0 Non - personnel 66.2 (5.4) 71.6 65.7 77.7 46.7 40.1 52.0 24.9 25.6 25.7 R&D 253.7 35.0 218.7 206.0 206.7 90.6 86.4 97.8 128.1 119.6 108.9 Operating expenses 474.8 (35.0) 509.8 568.2 659.2 210.9 263.8 442.1 298.8 304.3 217.1 EBITDA 1 3,636 (23) 3,659 3,549 3,389 1,992 1,966 1,937 1,667 1,583 1,452 Average headcount KPIs 43.6 43.6 45.4 47.6 39.2 43.8 51.5 47.3 46.8 42.3 Gross margin 28.4 30.5 33.3 36.2 27.4 33.0 42.2 33.1 33.6 28.2 Standalone EBITDA margin Note 1: Represents diligence for MNK SGx and Endo GxSI as the standalone adjustment was calculated on a combined basis. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 49
Recast income statement – MNK SGx
258.4 353.5 356.4 108.6 164.7 182.2 222.9 178.5 160.1 106.4 119.0 116.1 74.6 89.7 88.6 - 200.0 400.0 600.0 800.0 1,000.0 FY23 FY24 TTMMar25 Currency: $ (millions) Net sales by product category Opioids ADHD APAP API Others The diligence adjusted income statement reflects both Management and diligence adjustments quantified in the Historical Period. Quality of earnings - MNK SGx section . Refer to the basis of presentation in the Business overview section of the report for further discussion of the development of deal basis financials . volumes sold and a new product launch and (ii) increases in gross margin with lower cost of sales growth as compared to the growth in sales ( $ 38 . 4 m, based on FY 23 net sales at TTMMar 25 gross margin) . The increases were offset by increased legal spend ( $ 4 . 0 m in FY 23 to $ 23 . 3 m in TTMMar 25 ) . 1. Net sales : Increased $ 132 . 5 m ( 17 . 2 % ) across the Historical Period from $ 770 . 9 m in FY 23 to $ 903 . 4 m in TTMMar 25 . Increases in net sales were primarily driven by (i) favorable net sales pricing in the Opioid product family ( $ 112 . 9 m) and (ii) Gx Vyvanse product launch ( $ 37 . 7 m) . Increases were identified primarily within o pioid medications and ADHD treatments ( $ 98 . 0 m and $ 73 . 6 m increase across the Historical Period, respectively) . The increases mentioned above are offset by a decrease of APAP net sales ( $ 62 . 8 m decrease across the Historical Period) . See subsequent slides for further details on net sales trends, gross to net trends and price/volume impacts . 2. Gross margin : Increased by 5 . 0 ppts from 42 . 3 % in FY 23 to 47 . 3 % in TTMMar 25 primarily due to contract price increases mentioned above . The increase in net sales out paced the increases in cost of sales as seen at left, leading to margin expansion . Further, the launch of Gx Vyvanse in Aug 23 contributed to the higher margins in recent periods, as sales increased by $ 37 . 7 m from $ 23 . 6 m in FY 23 to $ 61 . 3 m in TTMMar 25 and standard margin for the product is ~ 95 % . 3. EBITDA margin : Increased by 4 . 9 ppts from 28 . 2 % in FY 23 to 33 . 1 % in TTMMar 25 due to the net sales and gross margin increases noted above . The increase in gross margin as it relates to EBITDA margin was partially offset by increased legal spend in SG&A over the Historical Period . The adjacent table presents MNK SGx summary income statement on a TTMMar25 FY24 FY23 Currency: $ m diligence adjusted basis, inclusive of Management and diligence adjustments 2,359.0 2,386.4 2,163.6 Gross sales (i.e., Diligence EBITDA). The adjusted income statement is derived from the (1,455.6) (1,480.9) (1,392.7) Gross to net sales adjustments deal basis income statement and adjusted for Management and diligence 903.4 905.4 770.9 Net sales adjustments (includes adjustments to align to the COFS) discussed in the 476.4 481.5 444.9 Cost of sales 770.9 905.4 903.4 SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 426.9 424.0 325.9 Gross profit 27.6 27.6 26.3 Personnel 75.6 66.4 56.9 Non - personnel Diligence EBITDA increased by $81.7m (37.7%) from $217.1m in FY23 to 103.2 94.1 83.2 SG&A $298.8m in TTMMar25, primarily driven by increasing net sales ($56.0m, using 9.1 9.4 8.7 Personnel TTMar25 net sales at FY23 gross margins) due to favorable pricing, higher 15.8 16.2 17.0 Non - personnel 128.1 119.6 108.9 Operating expenses 298.8 304.3 217.1 Diligence EBITDA R&D 25.7 25.6 24.9 KPIs Gross margin 42.3 46.8 47.3 EBTIDA margin 28.2 33.6 33.1 Year on year growth: (0.2) 17.5 n/a % growth in net sales (1.0) 8.2 n/a % growth in COS (1.8) 40.2 n/a % growth in EBITDA 2 July 2025 | Par Health Page 51
Increases in EBITDA throughout the Historical Period were primarily driven by an increase of $132.5m in net sales from $770.9m in FY23 to $903.4m in TTMMar25. 1 2 3 4 5 6 7 8 FY23 to FY24 • 1 Sales : The increase in net sales of $134.6m (17.5%) is due to favorable pricing and the new product launch of Gx Vyvanse. • 2 COS : The increase in cost of sales of $ 36 . 5 m ( 8 . 2 % ) is attributable to (i) increased generics volumes sold (increasing by 79 . 1 m doses) (ii) increased period costs year over year, which increased by $ 10 . 7 m from $ 15 . 6 m in FY 23 to $ 26 . 3 m in FY 24 and (iii) higher bonus plan payout in FY 24 ( 1 . 9 x) of $ 16 . 2 m as compared to $ 12 . 6 m in in FY 23 ( 1 . 65 x) . The increase in net sales ( 17 . 5 % ) outpaced increases in cost of sales ( 8 . 2 % ) across the same period . • 3 SGA : The increase of $ 10 . 9 m ( 13 . 1 % ) is primarily driven by increased legal spend of $ 10 . 8 m in FY 24 as MNK SGx continues to produce materials and otherwise comply with the grand jury subpoenas . • 4 R&D: Expenses remained flat year over year with R&D expenses at $25.7m in FY23 and $25.6m in FY24. FY24 to TTMMar25 • 5 Sales : Remained broadly flat period over period with net sales of $905.4m in FY24 as compared to $903.4m in TTMMar25. • 6 COS: The decrease in cost of sales of $5.0m (1.1%) is primarily attributable to (i) decreased generics volumes sold in the Q125 as compared to Q124 and (ii) decrease in the inventory reserve due to LOCM calculations ($0.9m of income recognized in Q125). • 7 SGA: The increase of $9.2m (9.8%) is primarily driven by an $8.5m increase in legal spend period over period. Significant subpoena expenses were not incurred until Q224. • 8 R&D: Expenses remained flat year over year with R&D expenses at $25.6m in FY24 and $24.9m in TTMMar25. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 52
Gross to net reductions decreased as a percentage of Generics gross sales throughout the Historical Period from 75.8% in FY23 to 69.8% in TTMMar25. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix TTMMar25 FY24 FY23 Ref Currency: $ m Generics 1,153.7 1,204.5 1,169.5 Opioids 707.0 664.2 457.7 ADHD 217.0 214.7 200.2 Others 2,077.6 2,083.4 1,827.4 i Gross sales Reductions to gross sales: (1,213.2) (1,245.1) (1,186.9) ii Chargebacks (88.4) (83.6) (50.4) iii GPO, Distributor & Managed Care fees (68.6) (66.1) (64.5) iv Rebates (47.1) (47.1) (40.9) v Discounts (15.0) (12.6) (10.8) vi Medicaid (7.8) (8.8) (3.8) vii Returns (10.3) (12.2) (28.3) viii Others (1,450.5) (1,475.4) (1,385.7) Reductions to gross sales: 627.1 608.0 441.7 Net sales - Generics 160.1 178.5 222.9 APAP net sales 116.1 119.0 106.4 API net sales 903.4 905.4 770.9 Net sales As a % of gross sales: 58.4 59.8 65.0 Chargebacks 4.3 4.0 2.8 GPO, Distributor & Managed Care fees 3.3 3.2 3.5 Rebates 2.3 2.3 2.2 Discounts 0.7 0.6 0.6 Medicaid 0.4 0.4 0.2 Returns 0.5 0.6 1.5 Others The adjacent table represents gross sales and various deductions for MNK SGx’s generic products and is inclusive of Management and diligence adjustments . This analysis is segregated by generic products and APAP and API . With the exception of returns and other minor deductions, there are no gross to net sales deductions for APAP and API products . Net sales for APAP and API are discussed in further details on the subsequent pages . Generic gross sales increased by $ 256 . 1 m ( 14 . 0 % ) in FY 24 compared to FY 23 and remained broadly flat from FY 24 to TTMMar 25 . The increase from FY 23 to FY 24 was primarily due to favorable price increases in opioid products and higher demand for ADHD medication (including Gx Vyvanse, a product launched in Aug 23 ) . Further details of trending by product category is discussed on a net sales basis . Refer to the following pages for further details . Reductions to gross sales comprise a variety of arrangements with customers and accounted for 75 . 8 % , 70 . 8 % and 69 . 8 % of generics gross sales in FY 23 , FY 24 and TTMMar 25 , respectively . Management accrues for deductions and amounts due to customers at the time of sale based on contracted or estimated rates (as applicable) and volume . Chargebacks, rebates, GPO, distributor and managed care fees represent payments to customers based on contract pricing . Estimates are developed using historical purchase activity by customer by SKU . Management adjusts to true - up accruals on a monthly basis . A description of various reductions to gross sales is as follows : i . Chargebacks : Represent the difference between the price paid by wholesalers, referred to as wholesale acquisition cost (“WAC”), and the contract price paid by end customers to the wholesaler . The wholesaler will seek payment for this difference from MNK SGx when sales to end customers occur . The expense is recorded based on an advanced rate estimate using the three - month average purchases at the SKU contract level . Chargebacks were 65 % , 59 . 8 % , and 58 . 4 % of generics gross sales in FY 23 , FY 24 , and TTMMar 25 , respectively . The decrease in chargebacks relative to gross sales was primarily driven by increases in general contract prices . Gross to net reductions 75 . 8 70 . 8 69 . 8 1 – Classification differences between the two business are as follows : (i) Endo GxSI classifies DSA fees within “Rebates” whereas MNK SGx classifies DSA fees in “GPO, distributor & managed care fees”, (ii) managed care rebates are classified in “Rebates” at Endo GxSI whereas MNK SGx classifies these within “GPO, distributor & managed care fees” and (iii) shelf - stock adjustments are included in “Failure to supply fee” at Endo GxSI while MNK SGx records these expenses in “Others” . 2 July 2025 | Par Health Page 53
Gross to net reductions decreased as a percentage of Generics gross sales throughout the Historical Period from 75.8% in FY23 to 69.8% in TTMMar25. iii. vii. GPO, distributor & managed care fees ; Represents fees paid for distribution, logistics, administration and inventory management services by MNK SGx to wholesalers, distributors and Group Purchasing Organizations (“GPO”) . The fees increased as a percentage of gross sales throughout the Historical Period due to the customer mix related to Gx Vyvanse sales (fees as a percentage of gross sales were 4 . 5 % , 5 . 3 % and 5 . 1 % in FY 23 , FY 24 , and TTMMar 25 , respectively) . Additionally, Oxycodone - APAP (fees as a percentage of gross sales were 1 . 7 % in FY 23 increasing to 3 . 7 % in TTMMar 25 ) and Hydrocodone - APAP (fees as a percentage of gross sales were 3 . 0 % in FY 23 increasing to 4 . 4 % in TTMMar 25 ) increased throughout the Historical Period due to a mapping change in Q 124 as it relates to the Cardinal Source program from rebates to fees . iv. Rebates : MNK SGx pays various rebates to distributors, wholesalers and retailers on purchases of generics including base rebates (percentage of sales) and retention rebates for significant buyer groups based on retaining primary award position . v. Discounts : MNK SGx typically offers a 2 . 0 % discount for prompt pay, which is accrued for all customers at the time of sale . Higher discount percentages are offered to the larger customers, given the increased volumes sold as compared to other customers . vi. Medicaid : Medicaid is accrued based on Medicaid utilization and updated on the second month of each quarter . Medicaid remained relatively flat over the Historical Period . Returns : Returns are accrued based on 18 - month trending of each product group and updated on a quarterly basis . viii . Others : Includes (i) failure to supply fees, (ii) wholesaler differentials paid to end customers for difference between the price paid by the customer to wholesalers and the contract price with MNK SGx, and (iii) allowance adjustments for WAC changes and shelf stock adjustments . The decrease across the Historical Period is largely driven by a decrease in failure to supply fees incurred ( $ 19 . 2 m in FY 23 to $ 1 . 6 m in TTMMar 25 ) . Competitors began leaving the market in 2022 , leading to increased market share and increased failure to supply fees as MNK SGx absorbed the additional demand . These costs have subsided in FY 24 and TTMMar 25 as Management has worked with customers to reach various agreements to waive or renegotiate FTS for quota related issues . 1 – Classification differences between the two business are as follows : (i) Endo GxSI classifies DSA fees within “Rebates” whereas MNK SGx classifies DSA fees in “GPO, distributor & managed care fees”, (ii) managed care rebates are classified in “Rebates” at Endo GxSI whereas MNK SGx classifies these within “GPO, distributor & managed care fees” and (iii) shelf - stock adjustments are included in “Failure to supply fee” at Endo GxSI while MNK SGx records these expenses in “Others” . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 54 TTMMar25 FY24 FY23 Ref Currency: $ m Generics 1,153.7 1,204.5 1,169.5 Opioids 707.0 664.2 457.7 ADHD 217.0 214.7 200.2 Others 2,077.6 2,083.4 1,827.4 i Gross sales Reductions to gross sales: (1,213.2) (1,245.1) (1,186.9) ii Chargebacks (88.4) (83.6) (50.4) iii GPO, Distributor & Managed Care fees (68.6) (66.1) (64.5) iv Rebates (47.1) (47.1) (40.9) v Discounts (15.0) (12.6) (10.8) vi Medicaid (7.8) (8.8) (3.8) vii Returns (10.3) (12.2) (28.3) viii Others (1,450.5) (1,475.4) (1,385.7) Reductions to gross sales: 627.1 608.0 441.7 Net sales - Generics 160.1 178.5 222.9 APAP net sales 116.1 119.0 106.4 API net sales 903.4 905.4 770.9 Net sales As a % of gross sales: 58.4 59.8 65.0 Chargebacks 4.3 4.0 2.8 GPO, Distributor & Managed Care fees 3.3 3.2 3.5 Rebates 2.3 2.3 2.2 Discounts 0.7 0.6 0.6 Medicaid 0.4 0.4 0.2 Returns 0.5 0.6 1.5 Others 69.8 70.8 75.8 Gross to net reductions
770.9 905.4 903.4 95.1 56.1 12.6 15.2 2.9 17.5 700 750 800 850 900 950 Net sales FY23 Opioids ADHD APAP API Others Net sales FY24 Opioids ADHD APAP API Others Net sales TTMMar25 Currency: $ m P: $96.6m V/M: ($1.5m) P: $7.1m V/M: $49.0m P: $2.8m V/M: $9.8m P: $13.6m V/M: $1.6m P: $5.6m V/M: $11.9m (2.8) P: $0.5m (1.3) P: ($0.2m) V/M: ($3.3m) V/M: ($1.1m) (18.4) P: ($3.7m) V/M: ($14.7m) (44.4) P: ($3.1m) V/M: ($41.3m) P: $16.3m V/M: ($13.4m) Net sales increased from $770.9m in FY23 to $905.4m in FY24 primarily due to increased prices in opioids ($97.8m) and increased volumes of Gx Vyvanse ($39.1m). FY23 to FY24 1. Opioids : Increased sales driven by price ( $ 96 . 6 m), partially offset by declining volume ( $ ( 1 . 5 )m) . The price component is primarily driven by price increases, the majority of which were effective Feb 24 , for Hydrocodone - APAP, Oxycodone - APAP, and Oxycodone IR resulting in a $ 37 . 2 m, $ 22 . 9 m, and $ 8 . 8 m increases, respectively . Declining volumes for Fentanyl Patch and Morphine ER are driving the decrease in volume . 2. ADHD : Increased sales driven by price ( $ 7 . 1 m) and volume ( $ 49 . 0 m) . The primary driver of sales growth was the change in volume attributable to (i) increased volumes of Gx Vyvanse sold as product launched in Aug 23 ( $ 39 . 1 m impact) and (ii) higher demand for Gx Adderall XR medication as compared to FY 23 ( $ 9 . 6 m impact) . The price impact of $ 7 . 1 m is driven by (i) increase of Metadate products on average by $ 0 . 25 per dose ( $ 7 . 4 m impact), and (ii) increased price of Gx Adderall XR sold due to backup sales, which are sold at a higher price because they are “ad hoc” sales to customers and not at a contracted rate ( $ 11 . 3 m impact), and (iii) offset by the decrease in sales due to price changes of other products including Gx Vyvanse ( $ ( 5 . 3 )m impact) . 3. APAP : Decreased sales driven by price ( $ ( 3 . 1 )m) and volume ( $ ( 41 . 3 )m) . APAP units sold decreased by 5 . 8 m MT ( 21 . 6 % ) from 26 . 9 m MT in FY 23 to 21 . 1 m MT in FY 24 . APAP Customer 1 and 2 comprise of 32 . 8 % of APAP net sales, both drive the overall volume impact due to the decrease in units sold ( $ ( 22 . 3 )m and $ ( 4 . 2 )m volume impact, respectively) . A price reduction for APAP Customer 1 related to $ ( 3 . 1 )m of the total price impact . 4. API : Increased sales due to price ( $ 2 . 8 m) and volume ( $ 9 . 8 m) . The price impact is attributable to favorable pricing for Nals API, leading to an increase of $ 1 . 6 m . The volume impact is primarily driven by (i) increased demand for Nals API ( $ 11 . 8 m), (ii) higher volumes of Stearates sold as a function of higher demand and low customer inventories ( $ 1 . 3 m), and (iii) offsetting volumes decrease in Methylphenidate ( $ ( 3 . 4 )m) . 5. Others : Other is made up of addiction treatment medications and other generic drugs . Increased sales due to price ( $ 13 . 6 m) resulted from (i) Naltrexone prices increasing by ~ $ 0 . 22 per dose ( $ 11 . 1 m) and (ii) in Apr 24 MNK SGx entered an agreement with MNK Brands to distribute Amitiza ( $ 2 . 8 m) . The volume impact of $ 1 . 6 m is largely attributable to Buprenorphine/Naloxone ( $ 1 . 1 m) . MNK SGx net sales by product FY24 FY23 Currency: $ m 142.9 104.2 Hydrocodone - APAP 70.1 46.8 Oxycodone - APAP 48.7 38.8 Oxycodone IR 32.1 27.2 Codeine - APAP 60.8 41.4 Other 354.6 258.4 Opioids 57.4 23.6 Gx Vyvanse 29.6 8.6 Gx Adderall XR 14.6 6.2 Metadate 12.6 11.6 Mixed Salts 51.4 58.6 Other 165.5 108.6 ADHD 87.8 74.6 Others 178.5 222.9 APAP 119.0 106.4 API 905.4 770.9 Net sales SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 55
MNK SGx net sales by product Currency: $ m FY24 TTMMar25 Hydrocodone - APAP 142.9 142.4 Oxycodone - APAP 70.1 76.0 Oxycodone IR 48.7 48.0 Codeine - APAP 32.1 29.6 Other 60.8 59.7 Opioids 354.6 355.7 Gx Vyvanse 57.4 61.3 Gx Adderall XR 29.6 34.8 Metadate 14.6 15.9 Mixed Salts 12.6 15.6 Other 51.4 54.2 ADHD 165.5 181.8 Others 87.8 89.7 APAP 178.5 160.1 API 119.0 116.1 Net sales 905.4 903.4 Net sales remained flat from $905.4m in FY24 to $903.4m in TTMMar25 due to ADHD volume increases ($17.5m) offset by APAP volume decreases ($18.4m). FY24 to TTMMar25 1. Opioids : Increased sales driven by price ( $ 16 . 3 m), offset by declining volume ( $ ( 13 . 4 )m) . Most of the price component is attributable to the impact of the Feb 24 price increase for Hydrocodone - APAP and Oxycodone - APAP, the combined effects result in an $ 8 . 2 m and $ 7 . 1 m increase, respectively . The volume impact of Hydrocodone - APAP and Codeine - APAP was $ ( 8 . 8 )m and $ ( 3 . 1 )m as compared to FY 24 . Volume decreases are driven by competitive pressures arising from competitors re - entering the market . 2. ADHD : Experienced increased sales of $ 17 . 5 m, comprising of a price impact of $ 5 . 6 m largely relating to favorable price increases on Metadate and Mixed Salts ( $ 1 . 5 m and $ 2 . 2 m increase, respectively) . The volume impact of $ 11 . 9 m is primarily attributable to incremental volume growth for Gx Adderall XR and Gx Vyvanse of $ 4 . 9 m each . 3. APAP : Decreased sales driven by decreases in price ( $ ( 3 . 7 )m) and volume ( $ ( 14 . 7 )m) . While prices for APAP Customer 1 increased as compared to FY 24 ( $ 2 . 4 m price impact), change in prices among other APAP customers resulted in an overall decrease of $ ( 5 . 6 )m in sales . APAP Customer 1 purchased fewer volumes in TTMMar 25 , resulting in a $ ( 5 . 1 )m volume impact . Management notes decreases in volume sold of APAP in the TTMMar 25 period are also due to decreased production at the Raleigh facility . 4. API : Decreased sales driven by volume ( $ ( 3 . 3 )m) and offset slightly by price ( $ 0 . 5 m) . While Stearate sales increased and resulted in a $ 0 . 5 m price impact, a reduction in demand for Nals API in Q 125 is the largest driver of the volume decrease ( $ ( 7 . 8 )m volume impact) . Increases in the volumes sold of Codeine ( $ 1 . 2 m) and Methylphenidate ( $ 1 . 1 m), among other controlled substances and stearate products offset the impact from Nals API, resulting in a net decrease of $ ( 3 . 3 )m due to volume . 5. Others: Net sales in other products remained relatively consistent period over period. 770.9 905.4 903.4 95.1 56.1 12.6 15.2 2.9 17.5 700 750 800 850 900 950 Net sales FY23 Opioids ADHD APAP API Others Net sales FY24 Opioids ADHD APAP API Others Net sales TTMMar25 Currency: $ m P: $96.6m V/M: ($1.5m) P: $7.1m V/M: $49.0m P: $2.8m V/M: $9.8m P: $13.6m V/M: $1.6m P: $5.6m V/M: $11.9m (2.8) P: $0.5m (1.3) P: ($0.2m) V/M: ($3.3m) V/M: ($1.1m) (18.4) P: ($3.7m) V/M: ($14.7m) (44.4) P: ($3.1m) V/M: ($41.3m) P: $16.3m V/M: ($13.4m) SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 56
As a % of salaries TTMMar25 FY24 FY23 TTMMar25 FY24 FY23 Currency: $ m 100.0 100.0 100.0 22.3 22.0 20.6 Salaries and wages 25.5 28.2 25.3 5.7 6.2 5.2 Bonus 20.4 21.2 23.9 4.6 4.7 4.9 Benefits 9.7 9.2 11.8 2.2 2.0 2.4 Commission 9.1 9.3 8.8 2.0 2.0 1.8 Payroll tax 36.7 37.0 35.0 Opex personnel costs TTMMar25 FY24 FY23 Currency: $ m 22.6 22.5 21.1 Salaries and wages 1 5.0 5.1 5.2 Benefits and payroll taxes 27.6 27.6 26.3 Personnel - SG&A 7.5 7.8 7.1 Salaries and wages 1 1.6 1.6 1.5 Benefits and payroll taxes 9.1 9.4 8.7 Personnel - R&D 36.7 37.0 35.0 Total opex personnel costs 4.1 4.1 4.5 Opex personnel costs as a % of net sales Key metrics as a % of salaries and wages: 22.1 22.6 24.6 SG&A benefits and payroll 20.9 20.9 21.6 R&D benefits and payroll Average headcount: 126 119 114 SG&A per head 43 45 44 R&D per head Cost per head (000s): 218.3 232.2 230.3 SG&A 213.8 210.0 199.3 R&D Personnel operating expenses remained broadly consistent throughout the Historical Period ranging from $35.0m in FY23 to $36.7m in TTMMar25. The table at left presents operating expenses segregated by personnel and non - personnel on a diligence adjusted basis . Components of personnel expense are as follows : • SG&A salaries and wages : Employees are primarily located at MNK SGx’s headquarters, Webster Groves, with some employees based in the UK (MNK SGx selling entity) . Personnel costs incurred within SG&A slightly increased throughout the Historical Period from $ 21 . 1 m in FY 23 to $ 22 . 6 m in TTMMar 25 . Increases from FY 23 to FY 24 are due to increased bonus payout of $ 1 . 1 m, 1 . 65 x ( $ 3 . 7 m) in FY 23 compared to 1 . 9 x ( $ 4 . 8 m) in FY 24 . Additionally, headcount has continued to increase throughout the Historical Period from 114 FY 23 average to 126 TTMMar 25 average ( 10 . 5 % increase) as the size of the business grows . • SG&A benefits and payroll taxes : Expenses incurred remained flat throughout the Historical Period with slightly decreased benefits and payroll taxes as a percentage of salaries and wages from FY 23 to FY 24 , 24 . 6 % and 22 . 6 % , respectively . The decrease in percentage from FY 23 to TTMMar 25 is due to decreased worker’s compensation . • R&D personnel costs : Employees are located at MNK SGx headquarters, which is also the R&D facility . Costs and headcount have remained flat throughout the Historical Period . • Cost per head : Costs per head remained broadly consistent throughout the Historical Period . The decrease in cost per head in SG&A from $ 232 . 2 k in FY 24 to $ 218 . 3 k in TTMMar 25 is due to bonus expense . Bonus was adjusted to reflect the 1 . 9 x payout incurred ratably in FY 24 , while Q 125 is accrued at an expected FY 25 payout of 1 . 0 x . 1 Salary and wages include bonus payments and various forms of incentive compensation in addition to base salary expense. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 57
Non - personnel costs within SG&A increased $20.0m (24.0%) in the TTMMar25 period due to increased legal costs. SG&A as a percentage of operating expense increased from 76 . 4 % to 80 . 6 % over the Historical Period due to higher legal spend . An overview of accounts and significant fluctuations are as follows : 1. Legal : Costs primarily consist of costs related to MNK SGx’s ongoing grand jury subpoenas . The expense increased throughout the Historical Period from $ 4 . 0 m in FY 23 to $ 23 . 3 m in the TTMMar 25 period, due to the grand jury subpoenas received by MNK SGx . Management estimates the current legal costs to service the subpoena at $ 2 . 0 m per month . 2. REMs / strategic consulting : Relates primarily to (i) participation in the mandatory Opioid REMs program ( $ 12 . 5 m in TTMMar 25 ), and (ii) professional services to augment internal resources ( $ 3 . 5 m in TTMMar 25 ) . The expense has increased throughout the Historical Period due to the increased REMs program costs . MNK SGx is required to fund the development and educationa l materials for opioid prescribers . Additionally, as part of the FY 24 audit MNK SGx incurred increased professional services fees in FY 24 and TTMMar 25 . 3. IT: Costs relate to software licenses and associated maintenance support fees. 4. Freight : Represents variable freight expense incurred to deliver product to customers . The decrease in expense from FY 23 to FY 24 was due to an increased amount of air shipments at the beginning of FY 23 . COVID - 19 caused constraints on the supply of container ships available for use . The increase in freight costs was partially offset by freight revenue charged through to the customer . 5. Transfers : Relates to the transfer of plant IT costs . IT costs are initially incurred within SG&A and transferred to plant overhead within cost of sales . 6. Other : Primarily consists of (i) taxes related to the sale of opioids ( $ 5 . 6 m in TTMMar 25 ), (ii) property, casualty and umbrella insurance policies ( $ 5 . 3 m in TTMMar 25 ), (iii) subscriptions ( $ 1 . 2 m in TTMMar 25 ), (iv) third party sales commissions ( $ 1 . 0 m in TTMMar 25 ), (v) other miscellaneous SG&A accounts ( $ 6 . 5 m in TTMMar 25 ) . Expenses remained flat throughout the Historical Period . The table above presents operating expenses segregated by personnel and non - personnel on a diligence adjusted basis . R&D costs remained broadly flat throughout the Historical Period and decreased as a percentage of net sales . The costs primarily consist of (i) outside services such as consulting fees and outside lab services, (ii) rent expense for the Webster Groves facility, (iii) supplies and materials such as testing supplies and specification chemicals, and (iv) other costs such as clinic study support . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 16.0 14.4 13.1 2 REMs / strategic consulting 11.5 11.4 10.8 3 IT 12.8 13.3 17.2 4 Freight (7.5) (7.4) (7.5) 5 Transfers 19.6 19.9 19.4 6 Other 75.6 66.4 56.9 Non - personnel 103.2 94.1 83.2 SG&A 9.1 9.4 8.7 Personnel 5.4 6.2 4.4 Outside services 2.6 3.2 4.9 Supplies & materials 2.3 2.3 2.1 Facility rent expense 5.5 4.6 5.6 Other 15.8 16.2 17.0 Non - personnel 24.9 25.6 25.7 R&D 128.1 119.6 108.9 Total operating expense 80.6 78.6 76.4 SG&A as a % of total operating expense 19.4 21.4 23.6 R&D as a % of total operating expense 14.2 13.2 14.1 Operating expense as a % of net sales Currency: $ m Ref FY23 FY24 TTMMar25 Personnel 26.3 27.6 27.6 Legal 1 4.0 14.8 23.3 2 July 2025 | Par Health Page 58
Recast income statement – Endo GxSI
650.5 437.8 433.3 398.0 362.3 335.3 - 1,200.0 1,000.0 800.0 600.0 400.0 200.0 FY23 FY24 TTMMar25 Currency: $ (millions) Endo Gx Endo SI Diligence EBITDA decreased throughout the Historical Period due to increased competition for generic products. The adjacent table presents the summary income statement on a diligence adjusted basis for Endo GxSI, inclusive of all Management and diligence adjustments . The adjusted income statement is derived from the deal basis income statement and adjusted for Management and diligence adjustments discussed in the Quality of earnings – Endo GxSI section . Refer to the Endo other competitors receiving FDA approvals (previously Endo GxSI had the only product on the market), (ii) decrease in sales of Dexlansoprazole ( $ 48 . 2 m) due to competitive pressures, and (iii) the discontinuation of three Gx products ( $ 28 . 1 m) . The remaining decrease in net sales throughout the Historical Period is primarily due to the competitive pricing pressure experienced by Endo Gx and Endo SI across its on - market product portfolio and entrance of lower costs competitors . Further discussion on the net sales trend by product is presented on the following pages . Gross margin : Gross margin decreased by 12 . 4 ppts from 52 . 8 % in FY 23 to 40 . 4 % in TTMMar 25 primarily due to (i) pricing pressure from competitions in the market, and (ii) increasing costs for production at CMOs for certain products . EBITDA margin : Decreased by 15 . 0 ppts from 43 . 2 % in FY 23 to 28 . 2 % in TTMMar 25 due to the net sales and gross margin decreases noted above . Additionally, R&D spend as a percentage of sales increased from 5 . 0 % in FY 23 to 6 . 1 % in TTMMar 25 due to FDA regulatory filings for certain Endo SI products to gain exclusivity (Levothyroxine, Phenylephrine and Selenious Acid) in 2 H 24 and Q 125 . Further, SG&A expenses remained relatively flat as net sales decreased . SAC and synergy Endo GxSI Combined MNK SGx TTMMar25 FY24 FY23 Currency: $ m 2,488.4 2,526.4 3,186.6 Gross sales (1,741.6) (1,748.4) (2,163.7) Gross sales reductions 746.8 778.1 1,022.9 Net sales GxSI basis of presentation in section Business overview for further information 21.8 22.0 25.6 Royalty Income on the development of deal basis financials. 768.6 800.1 1,048.5 Net sales incuding other revenue Key performance highlights: 467.1 449.9 508.6 Cost of sales ► Net sales: Decreased by $279.9m (26.7%) across the Historical Period 301.6 350.2 539.9 Gross profit from $1,048.5m in FY23 to $768.6m in TTMMar25. The decrease is 19.1 18.7 19.4 Personnel primarily driven by (i) the decrease in sales of Varenicline ($146.9m) due to 27.6 21.4 32.6 Non - personnel 46.7 40.1 52.0 R&D 27.2 28.6 29.9 Personnel 16.7 17.7 15.9 Non - personnel 44.0 46.3 45.8 SG&A 90.6 86.4 97.8 Operating expense 210.9 263.8 442.1 Diligence EBITDA Key metrics: Ź 40.4 45.0 52.8 Gross margin 28.2 33.9 43.2 EBITDA margin 70.0 69.2 67.9 GTN as a % of total sales Ź Net sales by segment 1,048.5 800.1 768.6 Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 60
442.1 263.8 210.9 11.9 2.3 (248.4) 139.7 (80.9) (0.5) (31.5) 19.1 (36.3) (6.5) - 150.0 100.0 50.0 300.0 250.0 200.0 500.0 450.0 400.0 350.0 FY23 EBITDA Net sales COGS - margin COGS - volume SG&A R&D FY24 EBITDA Net sales COGS - margin COGS - volume SG&A R&D TTMMar25 EBITDA Currency: $ m Diligence Adjusted EBITDA is primarily revenue and margin driven, with more competitors receiving FDA approvals for generic products. FY23 to FY24 • 1 Net sales : The decrease of $ 248 . 4 m ( 23 . 7 % ) is due to a decrease Varenicline ( $ 149 . 6 m) as more competitors have received FDA approvals . This resulted in Endo Gx losing its favorable market presence . Additionally, Dexlansoprazole net sales decreased ( $ 40 . 3 m) due to heightened competition upon Mylan’s receipt of FDA approval for generic Dexlansoprazole in Jan 24 . Refer to following slides for further discussion on net sales trends . • 2 COS : The decrease of $ 58 . 7 m ( 11 . 5 % ) was primarily driven by decreased sales volume year over year ( $ 139 . 7 m), partially offset by a decrease in product margin ( $ 80 . 9 m) due to higher cost per unit with lower number of units produced . • 3 SG&A: Expenses remained relatively stable year over year. • 4 R&D: The decrease of $11.9m (22.9%) is primarily driven by less R&D activities dedicated to Endo Gx products. COGS: +$58.7m COGS: - $17.2m 1 2 3 4 5 6 7 8 FY24 to TTMMar25 • 5 Net Sales : The decrease of $31.5m (3.9%) is mainly driven by pricing pressure posed by lower cost generic drug manufacturers. Refer to following slides for more detailed discussion on net sales trends by segment by product. • 6 COS: Increased $17.2m (3.8%) despite the decrease in net sales due to rising costs per unit at CMOs and higher API unit costs. The increases are a result of a change in mix of products sold. The margin impact was partially mitigated by the overall decrease of volume sold. • 7 SGA: Decreased $2.3m (5.0%) due to continued reduction of personnel incentive compensation as performance deteriorated (LTI decrease of $1.3m). • 8 R&D: The increase of $6.5m (16.5%) is primarily driven by the filing fees for new Endo SI products (Levothyroxine, Phenylephrine and Selenious Acid), which is cyclical and follows the product development cycle. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 442.1 263.8 210.9 2 July 2025 | Par Health Page 61
TTMMar25 FY24 FY23 Currency: $ m 2,488.4 2,526.4 3,186.6 Gross sales Reductions to gross sales: (1,462.5) (1,460.9) (1,740.3) Chargebacks (86.9) (92.5) (143.5) Rebates (49.2) (49.8) (63.0) Cash Discounts (38.6) (39.0) (34.8) Returns (48.4) (49.1) (68.4) GPO (20.7) (15.0) (33.2) Medicaid (22.3) (30.1) (65.7) Failure to supply fee (13.2) (11.9) (14.8) Others (1,741.6) (1,748.4) (2,163.7) Reductions to gross sales: 746.8 778.1 1,022.9 Net sales 21.8 22.0 25.6 Royalty Income 768.6 800.1 1,048.5 Net sales incuding other revenue As a % of gross sales: 58.8 57.8 54.6 Chargebacks 3.5 3.7 4.5 Rebates 2.0 2.0 2.0 Cash Discounts 1.5 1.5 1.1 Returns 1.9 1.9 2.1 GPO 0.8 0.6 1.0 Medicaid 0.9 1.2 2.1 Failure to supply fee 0.5 0.5 0.5 Others 70.0 69.2 67.9 Total Gross to net reductions increased as a percentage of gross sales throughout the Historical Period from 67.9% in FY23 to 70.0% in TTMMar25. The adjacent table presents gross sales and various deductions for the Endo GxSI products . GTN as a percentage of gross revenue excluding royalty income remains relatively flat across the Historical Period . The fluctuation is mainly driven by chargebacks, which is attributable to the product mix . Endo GxSI recognizes revenue on the sell - in method of accounting at the point of sale to the wholesalers (mainly) who then sell the Endo GxSI’s products to end customers . Revenue is recorded net of reserves . The below discusses various deductions made in reaching the net sales . i . Chargebacks : Relates to the difference between the price paid by wholesalers, referred to as wholesale acquisition cost (“WAC”), and the contract price paid by end customers to the wholesaler . This causes the wholesaler to seek remuneration from Endo GxSI when sales to end customers occur, including GPOs, pharmacies, hospitals, etc . Chargebacks account for most of the reductions to gross sales ( 84 . 0 % of total reductions in TTMMar 25 ) and increased 4 . 2 ppts throughout the Historical Period from 54 . 6 % in FY 23 to 58 . 8 % in TTMMar 25 . The increase is primarily attributable to certain Endo SI products (namely Vasostrict, Adrenalin and Ertapenem) . The increase in chargeback percentage for the previously mentioned Endo SI products is mainly driven by the decrease in contracted prices with direct customers . Endo SI lost favorable market conditions on Adrenalin and Vasostrict shortly prior to Historical Period as competitors began to receive FDA approvals . Chargebacks for the Endo Gx product portfolio were generally flat across the Historical Period . Chargebacks are accrued at the point of sale to distributors or direct customers based on a pre - determined percentage of gross sales . The accrual rate is updated quarterly, primarily to reflect the actual chargeback claims from the prior month of the quarter . Management conducts quarterly analyses to evaluate the stock held by wholesalers, and pipeline chargeback adjustments are made accordingly at the end of each quarter . In this Report, chargebacks also include direct cost compensation to customers, mainly CVS . These compensations total $ 62 . 8 m, $ 46 . 5 m, and $ 40 . 6 m for FY 23 , FY 24 , and TTMMar 25 , respectively, and pertain solely to Endo Gx . There are certain classification differences between MNK SGx and Endo GxSI reserves as follows : (i) Endo GxSI classifies DSA fees within “Rebates” whereas MNK SGx classifies DSA fees in “GPO”, (ii) managed care rebates are classified in “Rebates” at Endo GxSI whereas MNK SGx classifies these within “GPO” and (iii) shelf - stock adjustments are included in “Failure to supply fee” at Endo GxSI while MNK SGx records these expenses in “Others” . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 62
Gross to net reductions increased as a percentage of gross sales throughout the Historical Period from 67.9% in FY23 to 70.0% in TTMMar25. iii. vii. ii . Rebates : Primarily represents direct and indirect rebates and inventory admin fees . Rebates are accrued at the point of sale based on the historical rates . Management trues up the rebates on a monthly basis to actual claims by customer but does not track each rebate separately . Management noted the decrease from 4 . 5 % of gross revenue in FY 23 to 3 . 5 % in TTMMar 25 is mainly driven by product mix . Cash discounts : Represents early pay discounts granted to major customers . These customers typically receive a 2 % cash discount for early payments . Management accrues for the 2 % cash discounts at the point of sale . iv. Returns : Accrued at the point of sale based on historical return rate, which is analyzed on a quarterly basis . An annual study on returns is typically conducted at year end . Management noted the goods returned are usually destroyed since only returns with quality issues are accepted . The increase from 1 . 1 % of gross revenue in FY 23 to 1 . 5 % in TTMMar 25 is primarily driven by Endo SI . v. GPO fees : I ncludes GPO and distributor fee for service that are accrued at the point of sale . vi. Medicaid : Represents statutory rebates paid to state Medicaid programs . Medicaid is typically invoiced on a quarterly basis . Medicaid rebates are accrued at pre - determined rates at the point of sale . Management reviews trends on a quarterly basis . Actual claims are received predominantly within 6 – 9 months after sale . The decrease from $ 33 . 2 m in FY 23 to $ 15 . 0 m in FY 24 is mainly driven by a $ 11 . 3 m decrease from Varenicline, which is in line with the decrease in the gross sales of Varenicline . Failure to supply fee : Includes (i) failure to supply fee and (ii) shelf life/price protection adjustment . Failure to supply fees are not accrued at the point of sale and reflect actual claims processed . Shelf stock adjustments are aimed to account for WAC changes for stock held at wholesalers’ warehouses . In FY 23 , the higher failure to supply fee is mainly driven by a $ 12 . 6 m price adjustment incurred for Vasostrict vials to adjust for the WAC change in Apr 23 . TTMMar25 FY24 FY23 Currency: $ m 2,488.4 2,526.4 3,186.6 Gross sales Reductions to gross sales: (1,462.5) (1,460.9) (1,740.3) Chargebacks (86.9) (92.5) (143.5) Rebates (49.2) (49.8) (63.0) Cash Discounts (38.6) (39.0) (34.8) Returns (48.4) (49.1) (68.4) GPO (20.7) (15.0) (33.2) Medicaid (22.3) (30.1) (65.7) Failure to supply fee (13.2) (11.9) (14.8) Others (1,741.6) (1,748.4) (2,163.7) Reductions to gross sales: 746.8 778.1 1,022.9 Net sales 21.8 22.0 25.6 Royalty Income 768.6 800.1 1,048.5 Net sales incuding other revenue As a % of gross sales: 58.8 57.8 54.6 Chargebacks 3.5 3.7 4.5 Rebates 2.0 2.0 2.0 Cash Discounts 1.5 1.5 1.1 Returns 1.9 1.9 2.1 GPO 0.8 0.6 1.0 Medicaid 0.9 1.2 2.1 Failure to supply fee 0.5 0.5 0.5 Others 70.0 69.2 67.9 Total SAC and synergy Endo GxSI Combined MNK SGx There are certain classification differences between MNK SGx and Endo GxSI reserves as follows : (i) Endo GxSI classifies DSA fees within “Rebates” whereas MNK SGx classifies DSA fees in “GPO”, (ii) managed care rebates are classified in “Rebates” at Endo GxSI whereas MNK SGx classifies these within “GPO” and (iii) shelf - stock adjustments are included in “Failure to supply fee” at Endo GxSI while MNK SGx records these expenses in “Others” . Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 63
Net sales decreased by $279.9m from FY23 to TTMMar25 due to loss of favorable market position for multiple products (Varenicline, Vasostrict, etc.). FY24 TTMMar25 FY23 Currency: $ m The chart above bridges Endo GxSI's net revenue from FY23 to TTMMar25, detailing top products by segment 140.3 145.1 74.1 66.2 21.5 21.2 15.3 18.1 29.7 27.1 46.8 43.0 327.8 320.5 110.0 112.8 437.8 433.3 91.7 80.6 54.5 57.0 70.6 51.7 20.2 19.0 13.9 12.8 45.3 48.6 296.2 269.8 78.5 114.4 25.2 164.9 39.4 48.9 471.2 179.3 650.5 99.9 43.8 95.2 11.7 15.2 53.0 318.7 Lidoderm Dexlansoprazole Oxymorphone Varenicline Sapropterin Product 6 - 10 Gx top 10 Other Gx Total Generics Adrenalin Aplisol Vasostrict Alvim opan Buprenorphine Product 6 - 10 SI top 10 based on TTMMar25 revenue (see table at right). • A Gx top 10 products: Decreased sales from FY23 to FY24 driven by price ($93.1m) and volume ($50.3m). The decrease was primarily due to a $149.6m decrease in Varenicline and a $40.3m decrease in Dexlansoprazole sales. Varenicline experienced de facto market exclusivity until two competitors received FDA approval in Q323 which resulted in a 50.6% volume decrease in FY24 as compared to FY23. The decreases mentioned previously were offset by Lidoderm which had increased market demand, as a competitor exited the market in FY24 contributing to growth in both volume and prices ($61.8m combined increase). Gx top 10 products experienced decreased sales of $7.2m from FY24 to TTMMar25 due to increased pricing pressure ($13.8m decrease), partially offset by increased sales volume ($6.6m). • B Other Endo Gx: Comprised of ~70 different products, each accounting for 1.0% or less of Endo Gx's total net sales. Net sales decreased by $69.3m from FY23 to FY24 driven by price ($27.6m) and volume ($41.7m). Of the $69.3m decrease between FY23 and FY24, $28.1m is attributed to the discontinuation of certain products from FY23 to FY24 (Dutas Tams HCl Caps, Propranolol, and Sucralfate OS) due to failure to achieve profitability goals. Management indicated that product profitability is regularly reviewed, with market strategies being adjusted based on the outcomes of these reviews. Between FY24 and TTMMar25 sales remain broadly stable. SAC and synergy Endo GxSI Combined MNK SGx Other SI 79.3 66.1 65.5 335.3 362.3 398.0 Total Sterile Note, we did not receive detailed calculations supporting this price volume analysis on a product level. 768.6 800.1 1,048.5 Net sales 1,048.5 800.1 768.6 2.7 (143.4) (69.3) (22.5) (13.2) (7.2) (26.4) (0.6) 700.0 750.0 800.0 850.0 900.0 1,050.0 1,000.0 950.0 1,100.0 Net sales FY23 Gx Top10 Gx Other SI Top10 SI Other Net sales FY24 Gx Top10 Gx Other SI Top10 SI Other Net sales TTMMar25 Currency: $ m P: $(93.1m) V/M: $(50.3m ) P: $(27.6m) V/M: $(41.7m) P: $(37.6m) V/M: $15.1m P: $(12.0m) V/M: $(1.2m) P: $(13.8m) V/M: $6.6m P: $1.0m V/M: $1.7m P: $(20.1m) V/M: $(6.3m) P: $(3.8m) V/M: $3.2m A B C D B C D A Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 1,048.5 800.1 768.6 2 July 2025 | Par Health Page 64
Net sales decreased by $279.9m from FY23 to TTMMar25 due to loss of favorable market position for multiple products (Varenicline, Vasostrict, etc.). TTMMar25 FY24 FY23 Currency: $ m 145.1 66.2 21.2 18.1 27.1 43.0 320.5 112.8 140.3 74.1 21.5 15.3 29.7 46.8 327.8 110.0 78.5 114.4 25.2 164.9 39.4 48.9 471.2 179.3 Lidoderm Dexlansoprazole Oxymorphone Varenicline Sapropterin Product 6 - 10 Gx top 10 Other Gx The chart above bridges Endo GxSI's net revenue from FY23 to TTMMar25, detailing top products by segment based on TTMMar25 revenue (see table at right). • C Endo SI top 10 products : The decrease in sales for Endo SI's top 10 products ( $ 48 . 9 m between FY 23 and TTMMar 25 ) is mainly driven by (i) Vasostrict due to loss of the lawsuit blocking a competitor’s entrance, which negatively impacted ASP ( $ 43 . 4 m total decrease) and (ii) Adrenalin as certain SKUs were discontinued due to lost market share during the Historical Period ( $ 19 . 3 m total decrease) . The decrease was partially offset by growth in Aplisol ( $ 13 . 2 m total increase) . 433.3 80.6 57.0 437.8 91.7 54.5 650.5 99.9 43.8 Total Generics Adrenalin Aplisol • D Other SI: Comprised of over 30 different products, each representing ~2% or less of total Endo SI sales. The $13.8m decrease from FY23 to TTMar25 is mainly due to increased pricing pressure, which contributed to a $15.9m decrease, partially offset by an increase in volume of $2.0m over the same period. SAC and synergy Endo GxSI Combined MNK SGx 1,048.5 800.1 768.6 2.7 (143.4) (69.3) (22.5) (13.2) (7.2) (26.4) (0.6) 700.0 750.0 800.0 850.0 900.0 1,050.0 1,000.0 950.0 1,100.0 Net sales FY23 Gx Top10 Gx Other SI Top10 SI Other Net sales FY24 Gx Top10 Gx Other SI Top10 SI Other Net sales TTMMar25 Currency: $ m P: $(93.1m) V/M: $(50.3m) P: $(27.6m) V/M: $(41.7m) P: $(37.6m) V/M: $15.1m P: $(12.0m) V/M: $(1.2m) P: $(13.8m) V/M: $6.6m P: $1.0m V/M: $1.7m P: $(20.1m) V/M: $(6.3m) P: $(3.8m) V/M: $3.2m A B C D B C D A Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 51.7 70.6 95.2 Vasostrict 19.0 20.2 11.7 Alvim opan 12.8 13.9 15.2 Buprenorphine 48.6 45.3 53.0 Product 6 - 10 269.8 296.2 318.7 SI top 10 65.5 66.1 79.3 Other SI 335.3 362.3 398.0 Total Sterile Note, we did not receive detailed calculations supporting this price volume analysis on a product level. 768.6 800.1 1,048.5 Net sales 1,048.5 800.1 768.6 2 July 2025 | Par Health Page 65
Currency: $ m Ref FY23 FY24 TTMMar25 Personnel costs 1 94.8 100.4 102.4 Standard COGS & variances 2 177.8 152.2 175.7 Variable manufacturing OH 3 45.7 53.8 57.2 Royalty expense 4 106.1 62.8 55.3 Inventory provisions 5 47.5 41.9 38.8 Other 6 36.7 38.7 37.6 Non - personnel costs 413.8 349.5 364.6 Cost of revenues 508.6 449.9 467.1 Key metrics: Endo Gx average cost of sales FTEs 886 891 899 Endo SI average cost of sales FTEs 516 531 548 Total cost of sales FTEs 1,402 1,422 1,447 Cost per head (000s) 67.6 70.6 70.8 Currency: $ m Ref FY23 FY24 TTMMar25 Distribution costs 16.1 13.8 13.2 Freight - in materials 11.1 10.3 10.1 PDUFA fees 6.4 7.1 7.1 Other 3.1 7.5 7.3 Other 6 36.7 38.7 37.6 Cost of sales decreased by $58.7m from FY23 to FY24 due to declining volumes, increased by $17.2m in TTMMar25 due to higher per unit costs. Endo GxSI uses standard costing for materials and manufacturing costs, updated annually in January. The adjacent table summarizes recast cost of sales by nature, descriptions of trends and nature are as follows: 1 . Personnel costs : Increased by $ 7 . 6 m ( 8 . 0 % ) from FY 23 to TTMMar 25 due to (i) slight increase in headcount, (ii) merit - based raises averaging 3 . 0 to 3 . 5 % , and (iii) annual promotions . The headcount growth is primarily in Endo SI as there has been increased investment into the new Endo SI product launch in FY 24 . 2. Standard COS & variances : Decreased $ 25 . 6 m ( 14 . 4 % ) from FY 23 to FY 24 due to lower volumes production volumes . Higher unit costs of CMO manufactured Endo Gx products caused an increase of $ 23 . 5 m ( 15 . 4 % ) from FY 24 to TTMMar 25 . The increased production costs were due to decreased volume . 3. Variable manufacturing OH : Variable costs incurred as part of the manufacturing process such as (i) quality assurance ( $ 16 . 8 m in TTMMar 25 ), (ii) repairs and maintenance ( $ 11 . 5 m in TTMMar 25 ), (iii) utilities ( $ 10 . 6 m in TTMMar 25 ), (iv) external personnel ( $ 6 . 2 m in TTMMar 25 ), (v) other fixed charges ( $ 5 . 2 m in TTMMar 25 ), (vi) building expenses ( $ 2 . 4 m in TTMMar 25 ) and (vii) others ( $ 4 . 5 m in TTMMar 25 ) . Increases of $ 11 . 5 m throughout the Historical Period are due to quality assurance ( $ 3 . 9 m) and other fixed charges ( $ 6 . 3 m) . 4. Royalty expense : Calculated based on either revenue or gross profit of certain in - licensed products . The expense decrease of $ 50 . 8 m ( 47 . 9 % ) throughout the Historical Period corresponds to the decrease in revenue of the respective products, primarily Dexlansoprazole . 5. Inventory provisions : Management reviews inventory provisions on a quarterly basis, mainly based on (i) remaining shelf life and forecasted revenue in the next twelve months of products, and (ii) quality assurance process . Management typically reserves for products with less than 12 month shelf life, with case - by - case exceptions depending on future demand from customers . The expense decreased 8 . 7 m ( 18 . 3 % ) throughout the Historical Period as production decreased . 6. Other : Relates to (i) distribution costs, (ii) freight - in materials, (iii) PDUFA fees, and (iv) other miscellaneous cost of sales . Expenses remained relatively flat throughout the Historical Period. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 66
Currency: $ m Ref FY23 Salaries and wages 9.2 Bonus 1.6 Long term incentives 0.8 Other personnel 1.6 Personnel - R&D 13.3 Average R&D FTEs 357 Cost per head ( 000 s) 25 . 9 27 . 3 27 . 8 The table above presents operating expenses segregated by personnel and non - personnel on a diligence adjusted basis . R&D decreased $ 11 . 9 m from $ 52 . 0 m in FY 23 to $ 40 . 1 m in FY 24 due to reduced R&D activity at Endo Gx ( $ 7 . 9 m decrease) . Management represented the primary focus for Endo Gx R&D is for new formulations and new packaging and less on new development . New development is mainly related to Endo SI products with new product launches expected between FY 26 and FY 27 which has led to increased R&D spend in TTMMar 25 . Endo SI accounts for $ 39 . 7 m of total R&D spend in TTMMar 25 . The components of R&D are described at right . Currency: $ m Ref FY23 Personnel i 26.5 Non - personnel 19.3 SG&A A 45.8 Personnel 13.3 Quality assurance ii 15.5 Project material costs iii 13.6 Regulatory agency fees iv 0.1 External labor v 5.5 FY24 TTMMar25 24.9 23.5 21.4 20.4 46.3 44.0 14.3 14.6 9.4 8.3 7.6 8.2 0.5 7.3 3.6 3.8 4.5 4.6 4.0 Other non - personnel 32.1 25.8 38.8 Non - personnel R&D B 52.0 40.1 46.7 Total operating expenses 97.8 86.4 90.6 FY24 TTMMar25 10.0 10.2 1.4 1.5 1.3 1.1 1.6 1.7 14.3 14.6 368 368 R&D expenses decreased by $5.3m from FY23 to TTMMar25 primarily driven by decreased R&D activity at Endo Gx. iii. i. Personnel : The table at left below presents R&D personnel expenses by type as well as average FTEs for the Historical Period . The majority of R&D people are located in India (~ 327 of the total ~ 368 as of Mar 25 ) resulting in relatively low average cost per FTE ( $ 27 . 8 k in TTMMar 25 ) as presented in the table below . Other personnel expenses include primarily benefits and payroll taxes . Personnel costs remained relatively flat throughout the Historical Period . ii. Quality assurance : Primarily comprise third party development services and laboratory supplies . The decrease of $ 6 . 1 m from $ 15 . 5 m in FY 23 to $ 9 . 4 m in FY 24 is mainly driven by decreased spending for Endo Gx development . Project material costs : Comprises procurement of API and other material costs, including manufacturing variances associated with producing batches prior to filing for approval . Project material costs decreased $ 5 . 4 m from $ 13 . 6 m in FY 23 to $ 8 . 2 m in TTMMar 25 primarily due to Endo SI’s higher R&D activity in FY 23 . Endo SI is preparing for increased filings in more recent periods . Similar to regulatory fees (see below), Management represented this is primarily related to timing of R&D cycles . iv. Regulatory agency fees : Mainly comprises fees for FDA filings related to Endo SI ( $ 7 . 3 m in TTMMar 25 ) filings for Levothyroxine, Phenylephrine and Selenious Acid . Minimal fees were incurred in FY 23 and FY 24 . v. External labor : The decrease of $ 1 . 7 m across the Historical Period is primarily driven by lower R&D activity for Endo Gx, requiring less external labor . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 67
TTMMar25 FY24 FY23 Ref Currency: $ m 15.2 15.1 14.6 Salaries and wages 3.6 3.4 4.5 Bonus 1.1 2.4 3.0 Long term incentives 3.6 4.0 4.4 Other personnel 23.5 24.9 26.5 i Personnel - SG&A 176.4 175.7 177.8 Average SG&A FTEs 86.3 86.1 82.3 Cost per head (000s) Currency: $ m Ref FY23 Personnel i 26.5 FY24 TTMMar25 24.9 23.5 20.4 21.4 19.3 Non - personnel 44.0 46.3 45.8 A SG&A 14.6 14.3 13.3 Personnel 8.3 9.4 15.5 ii Quality assurance 8.2 7.6 13.6 iii Project material costs 7.3 0.5 0.1 iv Regulatory agency fees 3.8 3.6 5.5 v External labor 4.5 4.6 4.0 Other non - personnel 32.1 25.8 38.8 Non - personnel 46.7 40.1 52.0 B R&D 90.6 86.4 97.8 Total operating expenses SG&A expenses decreased by $1.8m from FY23 to TTMMar25, primarily driven by reduction in bonus and LTI. The table at left presents operating expenses segregated by personnel and non - personnel on a diligence adjusted basis . Nature and fluctuations are as follows : SG&A decreased $ 1 . 8 m from $ 45 . 8 m in FY 23 to $ 44 . 0 m, primarily driven by personnel . SG&A expenses increased as a percentage of net sales from 4 . 4 % in FY 23 to 5 . 7 % in TTMMar 25 due to decreased revenue and broadly stable FTEs . The components of SG&A are as follows : iii. i. Personnel : The table at left below presents SG&A personnel expenses by type as well as average FTEs for the Historical Period . People included within SG&A ( 175 as of Mar 25 ), primarily sit within selling and marketing ( 66 ), IT ( 27 ), supply chain ( 20 ), HR ( 18 ), facility management and administrative ( 18 ), government pricing and GTN ( 7 ), legal ( 5 ) and FP&A and audit ( 5 ) . The decrease in personnel expenses of $ 2 . 0 m across the Historical Period is mainly a function of a decrease in long - term incentives (“LTI”) ( $ 1 . 9 m) and bonus ( $ 0 . 9 m) . Both bonus and LTI decreased due to lower Endo GxSI performance . Bonus is accrued monthly and paid out in Q 1 of the following year . Average annual salaries per FTE increased by 4 . 9 % from $ 82 . 3 k in FY 23 to $ 86 . 3 k in TTMMar 25 . Management represented this to be due to a recurring level of annual increases based on employee performance . Other personnel expenses mainly include benefits and payroll taxes . ii. Legal expenses : Primarily comprise IP related expenses ( $ 7 . 3 m in TTMMar 25 ), mainly related to Varenicline ( $ 2 . 3 m), Adrenalin Vial ( $ 2 . 0 m), Vasostrict Pre - Mix Bottle ( $ 1 . 1 m) and Ephedrine ( $ 0 . 9 m) . Legal expenses further include settlements related to recurring IP litigation, as well as general legal counsel costs . Management stated that IP litigation is a standard aspect of operations for the SI and Gx businesses, as IPs are contested by both Endo GxSI and competitors . Although the scale of litigations cannot be reliably predicted, Management anticipates these costs will persist due to the substantial number of marketed products . Lease and building : Primarily includes electricity ( $ 2 . 9 m in TTMMar 25 ), rent ( $ 1 . 7 m), utilities ( $ 1 . 4 m), insurance ( $ 0 . 7 m), and facility related security expenses ( $ 0 . 4 m) . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 68
Working capital Working capital - MNK SGx Working capital - Endo GxSI
A + B = C B A Par Health Endo GxSI MNK SGx TTM Mar25 avg. Mar25 Dec24 Sep24 Jun24 TTM Mar25 avg. Mar25 Dec24 Sep24 Jun24 TTM Mar25 avg. Mar25 Dec24 Sep24 Jun24 Currency: $ m 67.4 73.7 63.6 59.4 73.1 0.2 0.2 0.2 0.2 0.2 67.2 73.5 63.4 59.2 72.9 Cash and cash equivalents 209.5 214.7 241.7 221.6 160.2 196.3 202.1 213.1 197.1 173.1 13.2 12.6 28.6 24.5 (12.9) Accounts receivable 502.0 430.9 444.8 501.0 631.2 249.4 183.4 196.2 251.2 366.7 252.6 247.5 248.6 249.7 264.5 Inventory 59.9 53.1 61.3 64.8 60.2 29.7 24.9 26.0 40.1 27.9 30.1 28.2 35.2 24.8 32.3 Prepaid expenses & other current assets 838.8 772.3 811.4 846.8 924.7 475.6 410.6 435.5 488.5 567.9 363.1 361.7 375.8 358.2 356.8 Current assets 68.3 70.6 68.1 69.4 64.9 35.8 37.1 43.3 32.1 30.7 32.5 33.6 24.9 37.3 34.1 Accounts payable 36.8 26.4 48.0 41.2 31.6 17.4 14.6 20.3 18.1 16.7 19.4 11.8 27.7 23.1 14.9 Accrued payroll & payroll - related costs 223.9 191.1 237.3 237.1 230.2 126.3 107.4 129.7 131.8 136.3 97.6 83.7 107.5 105.3 93.8 Accrued & other current liabilities 329.0 288.2 353.4 347.7 326.6 179.6 159.1 193.3 182.1 183.8 149.4 129.1 160.0 165.6 142.8 Current liabilities 509.8 484.1 458.0 499.1 598.1 296.1 251.5 242.2 306.5 384.1 213.7 232.6 215.8 192.6 213.9 Reported NWC (54.5) (70.2) (43.8) (40.3) (63.8) (0.2) (0.2) (0.2) (0.2) (0.2) (54.3) (70.0) (43.6) (40.1) (63.6) Total definitional adjustments 455.3 413.9 414.3 458.8 534.3 295.9 251.3 242.0 306.3 383.9 159.4 162.6 172.2 152.5 150.3 Definitional NWC 192.8 261.4 234.5 176.5 98.8 (56.5) (3.4) (9.7) (60.7) (152.2) 249.3 264.8 244.2 237.2 251.0 Total due diligence adjustments 648.1 675.3 648.8 635.2 633.0 239.4 247.9 232.3 245.5 231.7 408.7 427.4 416.5 389.7 401.3 Adjusted NWC Key metrics: 54.3 59.5 56.5 56.2 44.9 44.6 50.9 50.3 47.4 30.0 64.3 68.8 63.6 65.8 59.2 Adjusted DSO 1 143.7 139.2 134.4 152.0 149.2 266.4 231.6 225.1 287.6 321.3 89.4 93.1 89.0 92.2 83.1 Adjusted DIO 2 30.1 31.8 26.2 31.2 31.1 27.7 28.2 29.7 25.8 27.0 32.7 36.2 22.4 36.6 35.5 Adjusted DPO 3 Average diligence adjusted NWC of the Combined Company was $648.1m as of TTMMar25. Notes: 1. For the purpose of presentation, we have remapped certain accounts within reported NWC, and aligned the definitional adjustments between MNK SGx and Endo GxSI, and have further bifurcated between definitional and diligence adjustments. 2. To ensure consistency, we have applied a uniform methodology to the following key metrics across both MNK SGx and Endo GxSI: 1 DSO: Trade AR / T3M gross sales x T3M days 3 DPO: AP / T3M (cost of sales + operating expense – personnel costs) x T3M days 2 DIO has been calculated slightly differently between the businesses based on visibility into cost of sales accounts and inventory balances for each business . MNK SGx calculation represents inventory less capitalized variances / T 3 M standard cost of sales x T 3 M days . Endo GxSI calculation represents inventory less inventory reserves / T 3 M cost of sales less provision, royalties, and freight expense x T 3 M days . For Par Health purposes we have used the product of the inputs at each business to arrive at a blended metric . 3. Given only quarterly NWC data was provided for Endo GxSI, the TTMMar 25 average for MNK SGx above was also calculated using quarterly data to ensure consistency across both businesses . SAC and synergy Endo GxSI Combined MNK SGx The table below presents combining adjusted NWC for Par Health quarterly for the TTMMar25 period. Refer to the following slides for NWC trending discussions for each of the MNK SGx and Endo GxSI businesses. Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 70
Working capital – MNK SGx
Diligence adjusted net working capital increased throughout the Historical Period primarily due to an increase in accounts receivables and inventory. The adjacent table presents a reconciliation of reported deal basis NWC to diligence NWC at Historical Balance Sheet dates and twelve - month average balances for FY 24 and TTMMar 25 based on definitional and diligence adjustments identified and discussed below : A. Definitional NWC : Represents deal basis NWC excluding (i) cash and cash equivalents, (ii) intercompany balances, primarily related to MNK cash pooling arrangements and shared service invoicing and (iii) accrued income taxes receivable, net of income taxes payable . B. Diligence NWC : Reflects the balance sheet impact of directly quantifiable diligence adjustments identifiable in distinct trial balance accounts containing non - operational or non - recurring items . Note, we did not quantify the potential NWC impact of all proposed EBITDA adjustments individually . We focused on material adjustments affecting working capital specifically in TTMMar 25 including certain Management and carve - out adjustments . Other EBITDA adjustments are not expected to materially impact TTMMar 25 NWC . Adjustments are as follows : 1. AR trade Securitization : As part of the revolving credit facility MNK is party to, certain accounts receivable generated by MNK SGx are owned by an affiliate and used as collateral . This entry removes the impact of the AR securitization, and the accounts receivable are reflected in the adjusted balance sheet . 2. Fresh - start inventory : Removes the impact of fresh - start accounting, primarily related to inventory . See section Quality of earnings - MNK SGx Management adjustment 1 for further information . 3. Asbestos receivable ST to LT : Reclassifies receivables related to asbestos not expected to be collected within a year from short term to long term assets . 4. Pension and post retirement liabilities : MNK SGx employees are party to pension and post retirement plans . This adjustment removes the current portion of the plans from NWC as they are considered non - operational . 5. Carve - out : Aligns the Diligence NWC to the carve - out financial statements, see section Quality of earnings - MNK SGx diligence adjustment 8 for further information . Note : Certain reclassifications have been included in the recast NWC in the following page related to customer payment preferences (i . e . certain rebates, failure to supply, and GPO) . The reclassifications do not impact NWC, rather move GTN items between accrued liabilities and accounts receivable . SAC and synergy Endo GxSI Combined MNK SGx Averages TTMMar25 FY24 Mar25 Dec24 Dec23 Ref Currency: $ m 371.7 379.6 361.7 375.8 341.9 Current assets 147.4 153.3 129.1 160.0 186.2 Current liabilities 224.2 226.3 232.6 215.8 155.6 Reported NWC (62.8) (47.7) (73.5) (63.4) (29.3) Cash and cash equivalents 7.3 12.4 3.6 19.9 31.8 Intercompany balances (0.2) (0.2) (0.1) (0.1) (0.3) Income tax receivable, net (55.6) (35.6) (70.0) (43.6) 2.3 Total definitional adjustments 168.6 190.7 162.6 172.2 158.0 A Definitional NWC 247.1 241.2 268.5 245.4 290.5 1 AR trade securitization (14.2) (32.9) - - (85.0) 2 Fresh start inventory (4.1) (4.0) (4.3) (4.3) (4.0) 3 Asbestos receivable ST to LT 3.0 3.3 2.1 2.1 3.4 4 Pension & post retirement liab. (0.4) (0.3) (1.5) 1.0 (2.2) 5 Carve - out 231.4 207.4 264.8 244.2 202.7 Total diligence adjustments 400.0 398.1 427.4 416.5 360.6 B Diligence NWC Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 72
Jun24 Jul24 Sep24 Oct24 Nov24 Dec24 Jan25 Feb25 Mar25 Apr24 May24 Accounts Receivable Aug24 Inventory 1 DSO: Trade AR / T3M gross sales x T3M days 2 DIO: Inventory less capitalized variances / T3M standard cost of sales x T3M days 3 DPO: AP / T3M (cost of sales + operating expense – Personnel) x T3M days Adjusted NWC 800.0 700.0 600.0 500.0 400.0 300.0 200.0 100.0 - Prepaid expenses and other current assets Accounts payable Accrued payroll and payroll - related costs Accrued and other current liabilities Adjusted NWC Diligence adjusted net working capital increased throughout the Historical Period primarily due to an increase in accounts receivables and inventory. The table at left presents diligence adjusted net working capital at Historical Balance Sheet dates and twelve - month average balances for FY 24 and TTMMar 25 . • Average diligence adjusted net working capital remained relatively flat from FY 24 to TTMMar 25 . • Increase in NWC from Dec 23 to Dec 24 is primarily driven by (i) increased AR ( $ 33 . 5 m) attributable to higher sales year over year, (ii) higher inventory balance to satisfy higher demand ( $ 20 . 3 m), (iii) lower accounts payable ( $ 19 . 2 m) because of shortened payable cycles as a result of bankruptcy emergence . • Increase in NWC from Dec 24 to Mar 25 is primarily driven by (i) an increase in accounts payable ( $ 10 . 1 m) due to the timing of payments, and (ii) a decrease in accrued payroll ( $ 15 . 8 m) due to the timing of the annual bonus payout, which is remitted to employees in Mar 25 for the FY 24 plan . • Increase in DIO throughout the periods shown at left is driven by more inventory on hand to meet forecasted demand . We reviewed inventory turns by site and key product group as part of diligence . SAC and synergy Endo GxSI Combined MNK SGx Averages Currency: $ m Dec23 Dec24 Mar25 FY24 TTMMar25 262.2 262.2 Accounts receivable 241.6 275.1 281.1 241.6 246.4 Inventory 228.3 248.6 247.5 13.9 14.3 Other current assets 19.6 15.5 14.4 517.6 522.9 Current assets 489.5 539.2 543.0 33.2 33.1 Accounts payable 44.2 25.0 35.1 18.5 20.0 Accrued payroll 20.0 27.7 11.8 67.8 69.8 Other current liabilities 64.7 70.1 68.6 119.5 122.8 Current liabilities 128.9 122.7 115.5 398.1 400.0 Diligence NWC 360.6 416.5 427.4 Key metrics: 62.6 63.4 Adjusted DSO 1 62.3 63.6 68.8 84.6 88.9 Adjusted DIO 2 87.4 89.0 93.1 33.1 33.3 Adjusted DPO 3 45.2 22.4 36.2 Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 73
Working capital – Endo GxSI
TTMMar 25 Avg Mar25 Dec24 Sep24 Jun24 Currency: $ m Ref Reported working capital: 0.2 0.2 0.2 0.2 0.2 Restricted cash and cash equivalents 196.3 202.1 213.1 197.1 173.1 Accounts receivable, net 249.4 183.4 196.2 251.2 366.7 Inventories, net 29.7 24.9 26.0 40.1 27.9 Prepaid expenses and OCA 475.6 410.6 435.5 488.5 567.9 Current assets 107.7 94.0 109.4 111.6 115.8 Reserves & other payables 35.8 37.1 43.3 32.1 30.7 Accounts payable 34.8 27.1 39.8 36.8 35.5 Accrued expenses and other 178.3 158.2 192.5 180.5 182.0 Accounts payable and accrued exp. 1.3 0.9 0.8 1.6 1.8 Operating lease liabilities 179.6 159.1 193.3 182.1 183.8 Current liabilities 296.1 251.5 242.2 306.5 384.1 Reported NWC Definitional adjustments: (0.2) (0.2) (0.2) (0.2) (0.2) Restricted cash (54.4) (5.3) (12.8) (52.5) (147.0) 1 Inventory step up (2.2) 1.3 4.2 (7.6) (6.8) 2 Capex related items 2.0 1.7 1.2 2.1 2.9 3 Leases, net (1.8) (1.6) (1.7) (2.4) (1.4) 4 Contingent consideration, net (0.1) 0.5 (0.6) (0.4) (0.0) 5 Pension liabilities (56.7) (3.6) (9.9) (60.9) (152.4) Definitional adjustments 239.4 247.9 232.3 245.5 231.7 Definitional working capital Key metrics: DSO 1 30.3 47.8 50.7 51.9 45.2 DIO 2 218.8 186.1 148.1 149.8 175.7 DPO 3 26.5 25.2 29.0 1 DSO: AR / T3M net revenue x T3M days 2 DIO: Inventory / T3M COGS (excl. royalty expense) x T3M days 3 DPO: AP / T3M (COGS + OPEX - Personnel - Lease expense) x T3M days 28.1 27.2 Adjusted net working capital increased throughout the Historical Period primarily due to an increase in accounts receivables and decrease in inventory and reserves. The table to the left presents a reconciliation of reported net working capital (“NWC”) to definitional NWC . The NWC reconciliation includes the following components : ▪ Definitional adjustments: Primarily include non - cash inventory step up, capex related assets and liabilities, current portion of lease liabilities, contingent considerations, pension liabilities, and restricted cash. 1. Inventory step - up – Removes the impact of inventory step up recorded in conjunction with fresh start accounting . 2. Capex related items – Removes current capex related items recorded within current assets and liabilities . As of Mar 25 $ 2 . 9 m of capex related payables are recorded within AP, partially offset by $ 1 . 5 m of prepayments within prepaid and OCA . Capex related obligations should be considered as part of investment cash flow rather than working capital . 3. Leases, net – Removes the lease obligations recorded within current liabilities including finance ( $ 0 . 8 m as of Mar 25 ) and operating leases ( $ 0 . 9 m as of Mar 25 ) . 4. Contingent consideration – Includes (i) contract assets and (ii) current acquisition - related contingent consideration liabilities . Contingent considerations are estimated based on certain revenue, developmental, regulatory, commercial and / or other milestones and become payable upon achievement of these milestones . 5. Pension liabilities – Represents obligations related to the fair value of defined contribution plans for employees located in Ireland and India . We excluded the pension related assets/liabilities from NWC as it is non - operating in nature . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 75
(100.0) (200.0) (300.0) - 500.0 400.0 300.0 200.0 100.0 1 DSO: AR / T3M net revenue x T3M days 2 DIO: Inventory / T3M COGS (excl. royalty expense) x T3M days 3 DPO: AP / T3M (COGS + OPEX - Personnel - Lease expense) x T3M days Components of definitional working capital Dec24 Mar25 Inventory Other current assets Accounts payable Accrued expenses and OCL Jun24 Sep24 Accounts receivable, net Prepaid expenses Prepaid expenses and OCA Reserves & other payables Definitional working capital TTMMar 25 Avg Mar25 Dec24 Sep24 Jun24 Currency: $ m 192.8 201.9 212.9 187.7 168.7 Accounts receivable, net 195.0 178.1 183.4 198.7 219.7 Inventory 15.4 13.2 14.0 22.7 11.9 Prepaid expenses 8.6 7.8 7.5 10.2 8.9 Other current assets 24.0 21.0 21.5 32.9 20.8 Prepaid expenses and OCA 411.8 401.1 417.8 419.2 409.3 Current assets (31.4) (34.1) (36.9) (26.5) (28.2) Accounts payable (107.7) (94.0) (109.4) (111.6) (115.8) Reserves & other payables (33.4) (25.1) (39.1) (35.6) (33.6) Accrued expenses and OCL (172.5) (153.2) (185.5) (173.7) (177.6) Current liabilities 239.4 247.9 232.3 245.5 231.7 Definitional working capital Key metrics: DSO 1 30.3 47.8 50.7 51.9 45.2 Q324 to $660.1m in Q424). 175.7 149.8 148.1 186.1 218.8 DIO 2 • Accounts payable averaged $31.4m in the last four quarters, while DPO 27.2 28.1 29.0 25.2 26.5 DPO 3 Adjusted net working capital increased throughout the Historical Period primarily due to an increase in accounts receivables and decrease in inventory and reserves. The table at left and chart below presents Endo GxSI’s TTMMar 25 quarterly net working capital on a recast basis, including definitional adjustments discussed on previous slide . Endo GxSI definitional working capital averaged $ 239 . 4 m for the last four quarter - ends, with a peak - to - trough spread of $ 30 . 1 m . Endo GxSI’s net working capital is primarily driven by : • Accounts receivable increased between Jun24 - Dec24 due to seasonality of Endo GxSI. Endo GxSI historically experienced decreased sales during the first quarter. DSO increased from 30.3 in Jun24 to 51.9 in Mar25. Management noted customers were generally granted 2% net 60 day terms. • Inventory decreased steadily across the Historical Period due to the seasonality of the business . Endo GxSI DIO averaged 148 . 9 days between Dec 24 - Mar 25 . • Prepaids and other current assets increased by $12.0m between Jun24 - Sep24 due to the prepayment of GDUFA / PDUFA fees and inventory downpayments to meet increased demand (sales grew from $618.0m in averaged 27.2 days during Jun24 - Mar25, consistent with typical vendor payment terms. • Reserves and other payables decreased $15.5m in Mar25 in comparison to Dec24 due to sales seasonality leading to a lower reserve required for GTN items such as sales returns, partner expense, coverage gap, and Medicaid rebates. • Accrued expenses and other current liabilities decreased by $14.0m in Mar25 primarily due to a decrease in accrued royalties and accrued SG&A expenses both driven by less sales in Q125. SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 76
Appendix
A B C D E E Immaterial Differences As per 10k SpecGX SEC segment Less: MITH00 Less: Corpspinco Add: GXPN Mapping differences* Less: Intercompany Reported PL Currency: $ m 0.2 896.3 896.1 (0.1) - - - (61.1) 957.3 Net sales 0.2 607.9 607.7 - - - - (61.4) 669.1 Cost of sales 0.0 288.4 288.4 (0.1) - - - - 288.3 Gross profit (loss) 0.8 91.7 90.9 - 0.9 0.4 (4.3) - 93.9 Selling, general and administrative expenses (0.1) 26.4 26.5 - - - - - 26.5 Research and development expenses - - - - - - - - - Restructuring charges, net - - - - - - - - - Non - restructuring impairment charges - - - - - - - - - Liabilities management and separation costs 0.8 118.1 117.3 - 0.9 0.4 (4.3) - 120.3 Operating expenses (0.7) 170.3 171.0 (0.1) (0.9) (0.4) 4.3 - 167.9 Operating income (loss) Appendix A: MNK SGx Reconciliation to segment reporting Reconciliation to the 10 - K – FY23 Reconciliation to the 10 - K – FY24 The reconciliations above shows the bridge between the as reported income statement per JDE and the segment reporting per 10K. Notes are as follows: A : Represents the starting point from JDE for diligence procedures, which is considered the reported deal basis income statement. B : Intercompany activity is eliminated. See section Quality of earnings - MNK SGx Management adjustment 2. C : Represents mapping differences between the JDE system and HFM . The diligence starting point was JDE while Management uses HFM for external reporting . Mapping differences identified are between other income and expense and SG&A . The reconciliation presents activity through operating income and does not include other income and expense, see pg . 91 . Differences are primarily due to impairment, rabbi trust, and cash surrender value changes, these are excluded from Diligence EBTIDA, see section Quality of earnings - MNK SGx . D : Represents stock compensation expenses in GXNP profit line is not included in the starting point but is included in the COFS, stock compensation expense would be removed from EBTIDA ; therefore, it is excluded . E : Represents profit line related to MNK SGx but not included in segment reporting . Activity is related to legacy business activity and non - operational . SAC and synergy Endo GxSI Combined MNK SGx A B C D E E Immaterial Differences As per 10k SpecGX SEC segment Less: MITH00 Less: Corpspinco Add: GXNP Mapping differences* Less: Intercompany Reported PL Currency: $ m 0.2 776.9 776.7 (0.0) - - - (77.0) 853.7 Net sales 0.1 546.7 546.6 - (0.0) - - (76.9) 623.5 Cost of sales 0.2 230.2 230.0 (0.0) 0.0 - - (0.1) 230.1 Gross profit (loss) (0.4) 85.0 85.4 - 5.9 (0.4) (6.6) - 86.5 Selling, general and administrative expenses 0.0 26.4 26.4 - (0.0) - - - 26.4 Research and development expenses (0.0) - 0.0 - - - 0.0 - - Restructuring charges, net 0.0 85.8 85.8 - - - 85.8 - - Non - restructuring impairment charges - - - - - - - - - Liabilities management and separation costs (0.3) 197.2 197.5 - 5.9 (0.4) 79.2 - 112.8 Operating expenses 0.5 33.0 32.5 (0.0) (5.9) 0.4 (79.2) (0.1) 117.3 Operating income (loss) Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 78
402.5 (0.1) 402.6 (114.6) (0.8) (55.7) (0.7) (15.3) (0.0) 44.8 544.8 Net income / (loss) A B C D E F G H I Currency: $ m Add: Employee Add: Corporate Add: Perimeter Reported PL Less: I/C related allocations Add: Reorganization Add: Other adjustments Add: Tax Carve - out adjusted Difference Per COFS 756.5 0.0 756.5 - (20.2) - - - - (77.0) 853.7 Net sales 527.5 0.1 527.4 - (19.2) - - - - (77.0) 623.5 Cost of sales 229.0 (0.1) 229.1 - (1.0) - - - - - 230.1 Gross profit 196.8 78.3 118.5 - (0.3) 16.7 0.3 15.3 0.0 - 86.5 Selling general and administrative 26.6 (0.0) 26.6 - - - 0.3 - - - 26.4 Research and development 5.6 (78.4) 84.0 - (0.8) (16.7) (0.5) (15.3) (0.0) - 117.3 Operating income (511.7) (78.3) (433.4) - - 39.0 0.2 - (0.0) (44.8) (427.8) Other (income) expense, net 517.4 (0.1) 517.4 - (0.8) (55.7) (0.7) (15.3) (0.0) 44.8 545.1 Income before income taxes 114.9 (0.0) 114.9 114.6 - - - - - - 0.2 Income tax expense (benefit) Currency: $ m Sublease rent income FTS reclass Total McNeil OOP Passed adjs 2.6 (3.6) Net sales Cost of sales - - (19.2) (19.2) - - (20.2) (19.2) Gross profit - - 2.6 (3.6) (1.0) Selling general and administrative (0.3) Research and development - - - - - - (0.3) - - Operating income 0.3 - 2.6 (3.6) (0.8) Other (income) expense, net - - - - - Income before income taxes 0.3 - 2.6 (3.6) (0.8) Income tax expense (benefit) - - - - - Net income / (loss) 0.3 - 2.6 (3.6) (0.8) Appendix B: MNK SGx FY23 reconciliation to COFS A. Activity represents the starting point for diligence procedures. See reconciliation to MNK 10K, Appendix A: MNK SGx Reconciliation to segment reporting B. Intercompany activity is eliminated. C. Perimeter adjustments for the carve - out financial statements include legacy business activities which are not considered operational in nature; therefore, have not been included in Diligence EBITDA. D. Corporate allocations have not been considered in Diligence EBITDA as an assessment of standalone costs for Par Health has been included . E. Employee related adjustments relate to (i) bonus true up that was not pushed down to MNK SGx, rather was held at corporate, this has been considered in the bonus normalization, (ii) stock compensation held outside of JDE related to an MNK SGx employee, this is non - cash and has not been considered, and (iii) in FY 24 certain executives received an incentive bonus related to the sale of Therakos, one of which was a direct MNK SGx employee, the bonus is non - recurring and not considered . F. Reorganization is not considered as it is non - operational . G. Other adjustments are related to items identified as part of the carve - out procedures, see section Quality of earnings - MNK SGx Diligence adjustment 8 . H. Taxes are excluded from EBITDA . I. Differences are considered insignificant and are primarily related to mapping differences between JDE and HFM . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 79
Add: Employee Add: Corporate Add: Perimeter Currency: $ m Reported Less: I/C PL related allocations 122.5 0.2 122.3 (28.9) 4.3 (0.6) (1.3) (24.6) 1.1 40.4 131.8 Net income / (loss) A B C D E F G H I Add: Reorganization Add: Other adjustments Add: Tax Carve - out adjusted Difference Per COFS 901.3 0.0 901.3 - 5.2 - - - - (61.1) 957.3 Net sales 608.8 (0.2) 609.0 - 1.1 - - - - (61.1) 669.1 Cost of sales 292.6 0.2 292.3 - 4.1 - - - - - 288.3 Gross profit 115.0 (3.9) 118.9 - (0.3) 0.6 1.3 24.6 (1.3) - 93.9 Selling general and administrative 26.5 (0.0) 26.5 - - - - - - 26.5 Research and development 151.1 4.2 147.0 - 4.3 (0.6) (1.3) (24.6) 1.3 - 167.9 Operating income (0.9) 3.9 (4.9) - - - - - 0.1 (40.4) 35.4 Other (income) expense, net 152.0 0.2 151.8 - 4.3 (0.6) (1.3) (24.6) 1.1 40.4 132.5 Income before income taxes 29.5 (0.0) 29.5 28.9 - - - - - - 0.6 Income tax expense (benefit) Sublease Amitiza royalty Currency: $ m rent Passed adjs expense Total income 5.2 - 5.2 - Net sales 1.1 1.1 - - Cost of sales 4.1 (1.1) 5.2 - Gross profit (0.3) - - (0.3) Selling general and administrative - - - - Research and development 4.3 (1.1) 5.2 0.3 Operating income - - - - Other (income) expense, net 4.3 (1.1) 5.2 0.3 Income before income taxes - - - - Income tax expense (benefit) 4.3 (1.1) 5.2 0.3 Net income / (loss) Appendix C: MNK SGx FY24 reconciliation to COFS A. Activity represents the starting point for diligence procedures. See reconciliation to MNK 10K, Appendix A: MNK SGx Reconciliation to segment reporting B. Intercompany activity is eliminated. C. Perimeter adjustments for the carve - out financial statements include legacy business activities which are not considered operational in nature; therefore, have not been included in Diligence EBITDA. D. Corporate allocations have not been considered in Diligence EBITDA as an assessment of standalone costs for Par Health has been included . E. Employee related adjustments relate to (i) bonus true up that was not pushed down to MNK SGx, rather was held at corporate, this has been considered in the bonus normalization, (ii) stock compensation held outside of JDE related to an MNK SGx employee, this is non - cash and has not been considered, and (iii) in FY 24 certain executives received an incentive bonus related to the sale of Therakos, one of which was a direct MNK SGx employee, the bonus is non - recurring and not considered . F. Reorganization is not considered as it is non - operational . G. Other adjustments are related to items identified as part of the carve - out procedures, see section Quality of earnings - MNK SGx Diligence adjustment 8 . H. Taxes are excluded from EBITDA . I. Differences are considered insignificant and are primarily related to mapping differences between JDE and HFM . SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 80
Appendix D: Endo GxSI reconciliation to Auditor’s report 2,011.5 72.5 859.1 1,079.9 (0.0) - - 1,079.9 Net revenues n/a n/a n/a n/a n/a 0.0 30.0 532.7 Cost of revenues n/a n/a n/a n/a n/a 0.1 4.2 58.5 SG&A n/a n/a n/a n/a n/a (0.0) 3.2 56.1 R&D 1,140.4 55.8 399.8 684.9 (0.0) 0.1 37.4 647.4 Costs and expenses 871.1 16.7 459.3 395.0 0.0 (0.1) (37.4) 432.5 Segment adjusted income from operations before income tax FY24 Reconciliation to 10 - K FY23 Reconciliation to 10 - K Q125 Reconciliation to 10 - Q SAC and synergy Endo GxSI Combined MNK SGx FY23 10 - K Diff. Stock - based comp Including D&A Total Branded International Endo GxSI Mgmt Currency: $ m Adjusted PL FY24 10 - K Diff. Stock - based comp Including D&A Total Branded International Endo GxSI Mgmt Currency: $ m Adjusted PL 1,760.1 73.7 889.9 796.5 0.0 - - 796.5 Net revenues n/a n/a n/a n/a n/a 0.3 32.8 452.7 Cost of revenues n/a n/a n/a n/a n/a - 4.0 53.8 SG&A n/a n/a n/a n/a n/a - 3.7 44.4 R&D 1,030.4 61.2 377.4 591.7 (0.0) 0.3 40.5 551.0 Costs and expenses 729.7 12.5 512.5 204.8 0.0 (0.3) (40.5) 245.5 Segment adjusted income from operations before income tax Q1'25 10 - Q Diff. Stock - based comp Including D&A Total Branded International Endo GxSI Mgmt Currency: $ m Adjusted PL 392.8 13.0 209.5 170.4 (0.0) - - 170.4 Net revenues 150.0 6.1 16.8 127.1 (0.0) 0.3 8.5 118.2 Cost of revenues 86.3 5.4 68.7 12.1 0.0 - 1.2 10.9 SG&A 31.6 - 11.7 19.9 0.0 - 1.0 18.9 R&D 267.9 11.6 97.3 159.1 (0.0) 0.3 10.8 148.0 Costs and expenses 124.9 1.4 112.2 11.3 0.0 (0.3) (10.8) 22.3 Segment adjusted income from operations before income tax Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 81
Appendix E: Endo GxSI reconciliation to carve - out income statement – FY23 The table above represents the FY23 walk from the deal basis recast PL to the carve - out PL including (i) adjustments to include costs not directly attributed to the Endo GxSI cost centers but within the legal entity, (ii) SAB99 adjustments related to out of period items adjusted during our due diligence procedures, and (iii) other SAB99 items. SAC and synergy Endo GxSI Combined MNK SGx FY23 Carveout PL Corporate allocations SAB99 Non - EBITDA impact SAB99 EBITDA impact Legal entity adj. Reported Endo GxSI Diligence adj. Mgmt adj. Definitional adj. Deal basis recast PL Currency: $ m 1,080.8 - (0.7) 1.6 - 1,079.9 31.4 - - 1,048.5 Net revenue 662.4 (0.8) (0.7) (5.7) (0.2) 669.7 24.1 5.3 131.7 508.6 Cost of revenues 418.3 0.8 (0.1) 7.3 0.2 410.2 7.3 (5.3) (131.7) 539.9 Gross profit 60.9 0.9 (0.2) 0.3 - 60.0 4.1 0.7 3.2 52.0 Research and development 174.1 108.0 - - - 66.1 12.7 3.3 4.2 45.8 Selling general and administrative 147.4 147.4 - - - - - - - - Reorganization items, net - - - - - - - - - - Acquired IPR&D (0.1) - - - - (0.1) - (0.1) - - Acquisition - related and integration 0.5 - - - - 0.5 - 0.5 - - Asset impairment charges 17.1 - - - - 17.1 - 17.1 - - Litigation - related and other cont. 399.8 256.3 (0.2) 0.3 - 143.5 16.8 21.4 7.4 97.8 Operating expense 18.5 (255.5) 0.1 7.3 (0.1) 266.7 (9.6) (26.7) (139.1) 442.1 Operating income (7.9) - - 0.6 - (8.6) - (8.6) - - Other (income) expense, net 0.5 - - 1.3 - (0.8) - - (0.8) - Interest expense (income), net 26.0 (255.5) 0.1 7.3 (2.0) 276.1 (9.6) (18.1) (138.3) 442.1 Net income Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 82
Appendix F: Endo GxSI reconciliation to carve - out income statement – FY24 The table above represents the FY 24 walk from the deal basis recast PL to the carve - out PL including (i) fresh start accounting related adjustments that was recorded in other segments but related to Endo GxSI, (ii) SAB 99 adjustments related to out of period items adjusted during our due diligence procedures, and (iii) other SAB 99 items that do have an impact to EBITDA . Fresh start accounting adjustments consist primarily of FX reversal ( $ 29 . 1 m) that was recorded within corporate segment and removal of reorganization items ( $ 2 . 6 m) that mainly relate to professional fees that were allocated from the bankruptcy and fair value step up during the 2024 successor period . SAC and synergy Endo GxSI Combined MNK SGx FY24 Carveout PL Corporate allocations SAB99 Non - EBITDA impact SAB99 EBITDA impact Fresh start accounting related Reported Endo GxSI Diligence adj. Mgmt adj. Definitional adj. Deal basis recast PL Currency: $ m 796.5 - - - - 796.5 (3.6) - - 800.1 Net revenue 764.6 (0.8) 0.6 (0.7) (0.0) 765.6 2.9 209.1 103.8 449.9 Cost of revenues 31.9 0.8 (0.6) 0.7 0.0 30.9 (6.5) (209.1) (103.8) 350.2 Gross profit 48.2 - - (0.1) 0.2 48.1 4.3 - 3.7 40.1 Research and development 135.5 77.0 (0.1) (0.1) - 58.7 7.6 0.9 4.0 46.3 Selling general and administrative (240.8) 53.0 - - (2.6) (291.2) - (291.2) - 0.0 Reorganization items, net 2.5 - - - - 2.5 - 2.5 - - Acquired IPR&D 0.3 - - - - 0.3 - 0.3 - - Acquisition - related and integration 245.7 - - - - 245.7 - 245.7 - - Asset impairment charges - - - - - - - - - - Litigation - related and other cont. 191.5 130.0 (0.1) (0.2) (2.4) 64.2 11.8 (41.7) 7.6 86.4 Operating expense (159.5) (129.2) (0.5) 0.9 2.5 (33.2) (18.3) (167.3) (111.4) 263.8 Operating income (0.5) - - - (29.1) 28.6 - 28.6 - 0.0 Other (income) expense, net 0.3 - - 1.1 - (0.8) - - (0.8) - Interest expense (income), net (159.3) (129.2) (0.5) 0.9 30.5 (61.0) (18.3) (195.9) (110.6) 263.8 Net income Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 83
Appendix G: MNK SGx reconciliation from reported NWC to COFS Reconciliation to the COFS – Dec23 A B Reconciliation to the COFS – Dec24 A The reconciliations at left show the reconciliation between the as reported NWC and the COFS . Bridging items are as follows : A : JDE represents the as reported NWC . B : Intercompany payables and receivables are removed through a NWC adjustment as they are related to cash pooling and corporate allocations invoices . C : AR trade securitization is removed through a diligence adjustment . D : Payment reclasses have been included in the recast NWC to align to the COFS, these have a net $ 0 impact on NWC . E : Restricted cash does not impact NWC as it would be removed as a definitional adjustment if included . F : Employee accruals are not material and would not significantly impact NWC . G : Passed adjustments have been included as a diligence adjustment . SAC and synergy Endo GxSI Combined MNK SGx C D E F G Dec23 Carve - out Difference Add: Passed adj Add: Employee accruals Add: Restricted cash Add: Payment reclass Less: AR securitization Less: I/C JDE Currency: $ 000 29.5 (0.2) - - - - - - 29.3 Cash and cash equivalents 241.6 0.0 (0.7) - - (1.9) 290.5 - (46.3) Accounts receivable 313.4 (0.0) - - - - - - 313.4 Inventory 34.6 1.2 - - 11.4 - (21.2) 45.6 Other current assets 619.1 0.9 (0.7) - 11.4 (1.9) 290.5 (21.2) 341.9 Current assets 44.2 0.8 - - - - - - 45.0 Accounts payable 22.7 (0.2) - 2.5 - - - - 20.0 Accrued payroll 71.3 (0.7) 1.6 2.7 - (1.9) - (53.1) 121.2 Other current liabilities 138.2 (0.1) 1.6 5.2 - (1.9) - (53.1) 186.2 Current liabilities 480.9 1.1 (2.2) (5.2) 11.4 0.0 290.5 31.8 155.6 Reported NWC B C D E F G Dec24 Carve - out Difference Add: Passed adj Add: Employee accruals Add: Restricted cash Add: Payment reclass Less: AR securitization Less: I/C JDE Currency: $ 000 64.0 (0.6) - - - - - - 63.4 Cash and cash equivalents 275.1 (0.1) 1.0 - - - 245.4 - 28.6 Accounts receivable 248.6 (0.0) - - - - - - 248.6 Inventory 31.7 (0.5) - - 11.3 - (15.4) 35.2 Other current assets 619.4 (1.3) 1.0 - 11.3 - 245.4 (15.4) 375.8 Current assets 25.0 (0.1) - - - - - - 24.9 Accounts payable 31.1 (0.1) - 3.4 - - - - 27.7 Accrued payroll 75.4 (0.9) - 2.3 - - - (35.3) 107.5 Other current liabilities 131.5 (1.1) - 5.7 - - - (35.3) 160.0 Current liabilities 487.9 (0.2) 1.0 (5.7) 11.3 - 245.4 19.9 215.8 Reported NWC Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 84
Appendix H: MNK SGx reconciliation to internal Management reporting packages SAC and synergy Endo GxSI Combined MNK SGx Reconciliation to the internal management reporting packages – FY23 Management adjusted EBITDA FX Impacts Loss on Sale of Differences Assets Depreciation Rabbi Trust Performance Management reporting Currency: $ m 776.7 (0.0) - - - - 776.7 Net sales 466.9 1.4 - 0.1 - (21.0) 486.4 Cost of sales 309.9 (1.4) - (0.1) - 21.0 290.4 Gross profit 85.8 (0.1) - 0.2 6.6 - 79.1 Selling, general and administrative expenses 25.6 (0.7) - - - - 26.4 Research and development 198.4 (0.6) - (0.3) (6.6) 21.0 184.9 Operating income (7.0) (0.3) - 0.3 (6.6) 21.0 (21.5) Other (income) expense, net 205.4 (0.3) - (0.7) - - 206.4 Income before income taxes - - - - - - - Income tax expense (benefit) 205.4 (0.3) - (0.7) - - 206.4 Adjusted EBITDA Reconciliation to the internal management reporting packages – FY24 Management adjusted EBITDA FX Impacts Loss on Sale of Differences Assets Depreciation Rabbi Trust Performance Management reporting Currency: $ m 896.2 (0.1) - - - - 896.2 Net sales 483.8 (0.0) - 0.1 - - 483.7 Cost of sales 412.4 (0.1) - (0.1) - - 412.6 Gross profit 92.6 (0.4) 2.1 (0.4) - 5.2 86.1 Selling, general and administrative expenses 25.7 (0.0) - - - - 25.7 Research and development 294.0 0.3 (2.1) 0.3 - (5.2) 300.7 Operating income (5.0) 0.4 (2.1) (0.8) - (5.2) 2.7 Other (income) expense, net 299.1 (0.1) - 1.2 - - 298.0 Income before income taxes - - - - - - - Income tax expense (benefit) 299.1 (0.1) - 1.2 - - 298.0 Adjusted EBITDA Reconciliation to the internal management reporting packages – TTMMar25 Management adjusted EBITDA FX Impacts Loss on Sale of Differences Assets Depreciation Rabbi Trust Performance Management reporting Currency: $ m 898.5 0.1 - - - - 898.4 Net sales 477.4 (0.0) - 0.3 - - 477.2 Cost of sales 421.0 0.1 - (0.3) - - 421.2 Gross profit 98.4 (0.6) (0.1) (0.2) - 3.9 95.3 Selling, general and administrative expenses 25.2 (0.0) - - - - 25.2 Research and development 297.4 0.6 0.1 (0.1) - (3.9) 300.7 Operating income (1.4) 0.9 0.1 (0.9) - (3.9) 2.4 Other (income) expense, net 298.8 (0.3) - 0.8 - - 298.3 Income before income taxes - - - - - - - Income tax expense (benefit) 298.8 (0.3) - 0.8 - - 298.3 Adjusted EBITDA Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 85
Appendix I: Abbreviations Names : Mallinckrodt Plc Client MNK SGx and Endo GxSI Combined Business or Par Health or Par MNK SGx’s management team Management (MNK SGx) Endo GxSI’s management team Management (Endo GxSI) Periods : Fiscal year ended December 30, 2023, 2024 FY23, FY24 Trailing twelve months ending March 2025 (March 28, 2025 for MNK SGx and March 31, 2025 for Endo GxSI) TTM, TTM Mar25 or TTMMar25 FY23, FY24, TTM Mar25 Historical Period Dec23, Dec24, Mar25 Historical Balance Sheet Dates Abbreviations : Attention - deficit/hyperactivity disorder ADHD Accounts payable AP Acetaminophen APAP Active Pharmaceutical Ingredients API Accounts receivable AR Average Selling Price ASP Canadian dollar CAD Construction in - progress CIP Chief Manufacturing Officer CMO Carve - out Financial Statements COFS Abbreviations (continued) : MNK internal sales data system COGNOS Cost of Goods Sold COGS Cost of Sales COS Coronavirus Disease COVID Days inventory outstanding DIO Days payable outstanding DPO Distribution Service Agreement DSA Days sales outstanding DSO Earnings before interest, taxes, depreciation and amortization EBITDA Extended Release ER Enterprise Resource Planning ERP Food and Drug Administration FDA Fair market value FMV Free on board or Freight on board FOB Financial Planning and Analysis FP&A Full time employee FTE Finished Trade Sales FTS Forex Rate FX General and Administrative Expenses G&A Generally Accepted Accounting Principles GAAP Generic Drug User Fee Amendments GDUFA Gross Profit GP Group Purchasing Organizations GPO SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 86
Abbreviations (continued) : Abbreviations (continued) : Overhead OH Goods and services tax GST Para - aminophenol PAP Gross to net GTN Prescription Drug User Fee Act PDUFA Head Count HC Proft and Loss PL Hyperion Financial Management (Oracle ERP) HFM Purchase price variance PPV Human Resources HR PricewaterhouseCoopers PwC Illinois IL Quality and Assurance QA Intellectual Property IP Quarterly business review QBR In - process research and development IPR&D Quality of earnings QE or QoE Instant Release IR Research and development R&D Information technology IT Risk evaluation and mitigation strategy REMs JD Edwards (ERP) JDE Securities Exchange Commission SEC Key Employee Incentive Plan KEIP Selling, General and administrative SG&A or SGA Lower of cost or market LCM Specialty Generics SGx Limited Liability Partnership LLP Stock keeping unit SKU Lower of cost or market LOCM Short term ST Liabilities subject to compromise LSTC Transmucosal Immediate - Release Fentanyl TIRF Long term LT Transmucosal Immediate Release Fentanyl (TIRF) Risk Evaluation and Mitigation Strategy (REMS) TIRF/REMS Long Term Incentive LTI Trailing Twelve Months TTM Lohman Therapy Systems Co LTS United Kingdom UK Mallinckrodt Ammonium Sulphate Crystallization MASC United States of America US Mallinckrodt Plc (parent) MNK United States Dollar USD Missouri MO Volume / Mix V/M Metric Ton MT Wholesale acquisition cost WAC Net working capital NWC or WC Work in Progress WIP New York NY Other current assets OCA Appendix I: Abbreviations SAC and synergy Endo GxSI Combined MNK SGx Summary of findings Business overview Quality of earnings Recast income statement Working capital Appendix 2 July 2025 | Par Health Page 87
Exhibit
99.4
Certain
Preliminary Financial Information
The
following preliminary financial information for the 2nd quarter of fiscal year 2025 was provided to certain shareholders on
July 10, 2025.
| | · | Consolidated
Revenue is favorable to the model with all segments above or at forecast |
| | · | Consolidated
PF Adj. EBITDA is ~$5-6mm off model forecast with favorability from MNK Gx being offset by
Endo Si |
| | · | Figures
are preliminary and subject to change |
**************************
Disclaimers:
The
estimated results and projections for performance described above were preliminary and may have changed. They were provided prior to
Mallinckrodt and Endo having completed their normal review procedures for the second quarter of fiscal year 2025 and, as such, the final
results for periods presented may differ from these preliminary results and projections. Any such changes could be material. The preliminary
estimates should not be viewed as a substitute for full interim financial information to be provided by Mallinckrodt. The preliminary
estimated results and projections are not necessarily indicative of the results to be achieved for the remainder of 2025 or any future
period.
Exhibit 99.5
EXECUTION VERSION
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration
Rights Agreement (including all exhibits hereto and as may be amended, supplemented or restated from time to time in accordance with the
terms hereof, this “Agreement”) is made and entered into as of the Effective Date, by and among Mallinckrodt plc, an
Irish public limited company (the “Company”), and the Holders (as defined below).
WHEREAS, the Company and certain Persons
(as defined below) entered into that certain Registration Rights Agreement, dated as of November 14, 2023 (the “Original
Registration Rights Agreement”);
WHEREAS, on March 13, 2025, the Company
entered into a Transaction Agreement with Endo, Inc. (“Endo”) and Salvare Merger Sub LLC (“Merger Sub”),
pursuant to which, among other things, Merger Sub will be merged with and into Endo, with Endo continuing as the surviving corporation
and a wholly owned subsidiary of Macaw (the “Merger” and the time of such Merger, the “Merger Effective Time”);
WHEREAS, in connection with the Merger
and in accordance with Section 15(e) of the Original Registration Rights Agreement, the Parties desire to amend and restate
the Original Registration Rights Agreement in its entirety, as set forth herein.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Holders agree as follows:
1. Definitions. Capitalized
terms used and not otherwise defined herein that are defined in the Plan have the meanings given to such terms in the Plan. As used in
this Agreement, the following terms shall have the following meanings:
“Advice” has the
meaning set forth in Section 14(c).
“Affiliate” means,
with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with,
such Person within the meaning of Rule 405 (including, for the avoidance of doubt, any fund, account or investment vehicle that is
controlled, advised, sub-advised, managed or co-managed by such Person or that is for investment purposes under common management).
“Agreement” has the meaning set forth
in the Preamble.
“Automatic Shelf Registration
Statement” means an “automatic shelf registration statement” as defined in Rule 405, as such definition may
be amended from time to time.
“beneficially own”
(and related terms such as “beneficial ownership” and “beneficial owner”) shall have the meaning given to
such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, and any Person’s beneficial ownership of securities shall
be calculated in accordance with the provisions of such Rules, without giving effect to any contractual or other “blocker”
provisions that might affect such Person’s ability to acquire such securities.
“Board” means the Board of Directors of
the Company.
“Business Day” means
any day, other than a Saturday or Sunday or a day on which commercial banks in New York City are required or permitted by law to be closed.
“Commission” means the United States Securities
and Exchange Commission.
“Company” has the meaning set forth in
the Preamble.
“Counsel to the Holders”
means the counsel selected by Holders of a Majority of Registrable Securities.
“Demand Registration Request”
has the meaning set forth in Section 2(a).
“Effective Date” means the date of an
IPO.
“Exchange Act” means
the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Form S-1”
means Form S-1 under the Securities Act, or any other form hereafter adopted by the Commission for the general registration of securities
under the Securities Act.
“Form S-1 Shelf”
has the meaning set forth in Section 2(a).
“Form S-3”
means Form S-3 under the Securities Act, or any other form hereafter adopted by the Commission having substantially the same usage
as Form S-3.
“Form S-3 Shelf”
has the meaning set forth in Section 2(a).
“Form S-4”
means Form S-4 under the Securities Act, or any other form hereafter adopted by the Commission having substantially the same usage
as Form S-4.
“Form S-8”
means Form S-8 under the Securities Act, or any other form hereafter adopted by the Commission having substantially the same usage
as Form S-8.
“FINRA” has the
meaning set forth in Section 7.
“Grace Period”
has the meaning set forth in Section 4(a).
“Holder” or “Holder
of Registrable Securities” means (a) (i) any Person who, as of immediately following the Merger Effective Time, together
with its Affiliates, beneficially owns five percent (5%) or more of the Ordinary Shares, as set forth on Schedule I hereto and
(ii) any Person that beneficially owns MIP Shares and executes a joinder to this Agreement substantially in the form of Exhibit B
hereto and (b) any Affiliate of any Holder described in clause (a) who acquires Registrable Securities from such Holder (or
from an Affiliate of any such Holder that is itself a Holder) pursuant to (and otherwise in compliance with) Section 11 of this Agreement
(including becoming a party to this Agreement by signing a joinder substantially in the form of Exhibit A hereto). A Person (other
than a beneficial owner of MIP Shares) shall cease to be a Holder hereunder at such time as such Person and its Affiliates beneficially
own less than five percent (5%) of the issued and outstanding Ordinary Shares.
“Holders of a Majority of
Registrable Securities” means, as of any date, Holders of greater than fifty percent (50%) in voting power of all Registrable
Securities outstanding as of such date, voting as a single class.
“IPO” means (A) an
initial underwritten offering of the Ordinary Shares (or any other equity interests of any successor to the Company formed for the purpose
of facilitating an IPO of the Company) pursuant to an effective Registration Statement filed under the Securities Act (other than a registration
(i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees
or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration
Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor
rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan) or (B) a “direct
listing”, following which Ordinary Shares are listed on a national securities exchange in the United States.
“Indemnified Party”
has the meaning set forth in Section 9(c).
“Indemnifying Party”
has the meaning set forth in Section 9(c).
“Lockup Period”
has the meaning set forth in Section 9(a).
“Losses” has the
meaning set forth in Section 9(a).
“MIP” means any management incentive plan
adopted by the Company.
“MIP Awards” means any equity awards granted
pursuant to the MIP.
“MIP Shares” means
any Ordinary Shares issued to the directors, officers, employees and/or consultants of the Company and its subsidiaries pursuant to the
MIP Awards.
“Opioid Trust CVR”
has the meaning assigned to “CVR” in the Contingent Value Right Agreement, dated as of November 14, 2023, between the
Company and Opioid Master Disbursement Trust II.
“Ordinary Shares”
means the Company’s ordinary shares, nominal value $0.01 per share and any securities into which such ordinary shares may hereinafter
be reclassified.
“Other Holders”
has the meaning set forth in Section 5(b).
“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Piggyback Notice”
has the meaning set forth in Section 5(a).
“Piggyback Offering”
has the meaning set forth in Section 5(a).
“Plan” means the
First Amended Prepackaged Joint Chapter 11 Plan of Reorganization of Mallinckrodt Plc and its Debtor Affiliates on September 29,
2023 (including all exhibits, schedules and supplements thereto and as amended or modified from time to time).
“Proceeding” means
an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a
deposition), whether commenced or threatened.
“Prospectus” means
the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
“Registrable Securities”
means, collectively, with respect to any Holder, (a) all Ordinary Shares held by a Holder, including any MIP Shares and including
any Ordinary Shares acquired or beneficially held in connection with open market or other purchases or acquisitions, and (b) any
additional Ordinary Shares paid, issued or distributed in respect of shares described in the foregoing clause (a) by way of dividend,
split or distribution, or in connection with a combination of securities, and any security into which such Ordinary Shares, including
any MIP Shares, shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger,
consolidation, exchange, distribution or otherwise; provided, however, that such securities shall cease to constitute Registrable
Securities upon the earliest to occur of: (i) the date on which such securities are disposed of pursuant to an effective Registration
Statement; (ii) the date on which any Registrable Securities may be resold under Rule 144 without any limitation as to volume
or manner of sale; and (iii) the date on which such Registrable Securities cease to be outstanding. Any provision herein requiring
the calculation of the number of Registrable Securities as of any date, or the computation of a percentage of Registrable Securities,
unless provided otherwise, shall be deemed to refer to the number of Registrable Securities as of such date, and such percentage
shall be calculated on a fully-diluted basis.
“Registration Date”
means the date that a Registration Statement filed pursuant to this Agreement is first declared effective by the Commission.
“Registration
Statement” means any one or more registration statements of the Company filed under the Securities Act that covers the
resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation any Shelf
Registration Statement), amendments and supplements to such Registration Statements, including post-effective amendments, all
exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Rule 158”
means Rule 158 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Rule 405”
means Rule 405 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Securities Act”
means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Selling Stockholder Questionnaire”
means a fully completed notice and questionnaire in customary form.
“Shelf Registration”
means the registration of an offering of Registrable Securities on a Form S-1 Shelf or a Form S-3 Shelf, as applicable, on an
immediate, delayed or continuous basis under Rule 415.
“Shelf Registration Statement”
has the meaning set forth in Section 2(a).
“Transfer” has
the meaning set forth in Section 11.
“Transferee” has
the meaning set forth in Section 11.
“Underwritten Offering”
means an offering of Registrable Securities under a Registration Statement in which the Registrable Securities are sold to an underwriter
for reoffering to the public.
“WKSI” means a “well-known seasoned
issuer” as defined under Rule 405.
2. Demand Registration.
(a) Subject to the
terms and conditions of this Agreement, at any time after one hundred eighty (180) days after an IPO, any Holder of Registrable Securities
constituting at least fifteen percent (15%) or more of the outstanding Registrable Securities may request in writing (“Demand
Registration Request”) that the Company facilitate an Underwritten Offering in the manner and subject to the conditions described
in this Section 2 and Section 3 hereof. If a Registration Statement for a Shelf Registration on Form S-3
(the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf”, and, together with the
Form S-3 Shelf and any Automatic Shelf Registration Statement, if available, the “Shelf Registration Statement”)
has previously been filed and been declared effective, then the Company shall facilitate such Underwritten Offering pursuant to the Shelf
Registration Statement (each, an “Underwritten Shelf Takedown”) pursuant to such Shelf Registration Statement as promptly
as practicable after receipt of such request. If no Shelf Registration Statement has previously been filed, then the Company will file
a Registration Statement covering the Holder’s Registrable Securities requested to be registered, and shall use its commercially
reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request,
and facilitate such Underwritten Offering as an Underwritten Shelf Takedown; provided, however, that the Company will not
be required to file a Registration Statement pursuant to this Section 2(a) or effect an Underwritten Offering:
(A) unless either (i) the
number of Registrable Securities requested to be offered and sold in such Underwritten Offering equals at least ten percent (10%)
of the outstanding Registrable Securities or (ii) the Registrable Securities requested to be sold by the Holders pursuant to such
Registration Statement would have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission)
of at least $50.0 million;
(B) if an Underwritten
Offering pursuant to this Section 2 shall previously have been consummated within the one hundred twenty (120) days preceding
the date such Demand Registration Request is made;
(C) if the number
of Demand Registration Requests previously made pursuant to this Section 2(a) shall equal or exceed two (2) in
any twelve (12)-month period; provided, however, that a Demand Registration Request shall not be considered made for purposes of this
clause (C) unless more than seventy-five percent (75%) of the full amount of Registrable Securities for which registration
has been requested have been sold pursuant thereto; or
(D) if the requesting
Holder(s) have previously made, in aggregate, three (3) or more Demand Registration Requests.
(b) A Demand Registration
Request shall specify (i) the then-current name and address of the requesting Holders, (ii) the aggregate number of Registrable
Securities requested to be registered and sold in an Underwritten Offering, (iii) the total number of Registrable Securities then
beneficially owned by the requesting Holders, and (iv) the intended means of distribution for such Underwritten Offering (including
whether such Underwritten Offering will be accomplished as an underwritten “block trade”).
(c) The Company may
satisfy its obligations under Section 2(a) hereof by amending (to the extent permitted by applicable law) any registration
statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition
of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 2(b) hereof
in an Underwritten Offering. If the Company so amends a previously filed registration statement, the Registration Date of the amended
registration statement, as amended pursuant to this Section 2(c) shall be the “the first day of effectiveness”
of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained
effective in accordance with Section 2(d) hereof.
(d) The Company will
use its commercially reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Section 2
continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission:
(A) in the case of
a Registration Statement other than a Shelf Registration Statement, until all Registrable Securities registered thereunder have been sold
pursuant to such Registration Statement, but in no event later than two hundred seventy (270) days from the Registration Date of such
Registration Statement; and
(B) in the case of
a Shelf Registration Statement, until all Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable
Securities.
(e) The requesting
Holders may, in connection with making a Demand Registration Request, at any time prior to the Registration Date of the Registration
Statement relating to such registration, revoke their request for the Company to effect an Underwritten Offering of all or part of the
requesting Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence,
the entire Demand Registration Request is revoked, then, either (i) the requesting Holders shall reimburse the Company for all of
its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement
(and the Company shall not be required to reimburse the Holders for expenses of their counsel pursuant to Section 7 hereof),
which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses, and the requested registration shall not
count as one of the permitted Demand Registration Requests hereunder or (ii) within ten (10) Business Days from the date of
revocation, the Holders of a Majority of Registrable Securities may consent, by written notice to the Company, to the requested Underwritten
Offering that has been revoked being deemed to have been effected for purposes of Section 2(a); provided, however,
that the Company shall not have the right to be reimbursed as provided in clause (i) above (and shall be required to reimburse the
Holders for expenses of their counsel pursuant to Section 7 hereof), and the cancelled Underwritten Offering may not be deemed
to have been effected pursuant to clause (ii) above if the reason for the requesting Holders’ revocation of the Demand Registration
Request was either (a) the Company’s failure to comply in any material respect with its obligations hereunder, or (b) the
commencement of a Grace Period.
(f) Upon the Company
first becoming a WKSI, the Company may, and, if requested by the Holders of a Majority of Registrable Securities with securities registered
on an existing Shelf Registration Statement, the Company will convert such existing Shelf Registration Statement to an Automatic Shelf
Registration Statement.
3. Procedures for Underwritten
Offerings. The following procedures shall govern Underwritten Offerings pursuant to Section 2.
(a) The requesting
Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for
any Underwritten Offering pursuant to a Demand Registration Request with the consent of the Company, which consent shall not be unreasonably
withheld, conditioned or delayed.
(b) As a condition
for inclusion of the requesting Holders’ Registrable Securities in any Underwritten Offering, the requesting Holders shall agree
to enter into an underwriting agreement with the underwriters; provided, however that the underwriting agreement is in customary
form and reasonably acceptable to the requesting Holders and provided, further, however that the requesting Holders shall
not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties
regarding (i) the requesting Holders’ ownership of its Registrable Securities to be sold or transferred, (ii) the requesting
Holders’ power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as
may be reasonably requested).
(c) If the managing
underwriter or underwriters for an Underwritten Offering pursuant to a Demand Registration Request advises the requesting Holders that
the total number of Registrable Securities permitted to be registered is such as to materially adversely affect the success of such Underwritten
Offering, the number of Registrable Securities or other Ordinary Shares to be registered on such Registration Statement will be reduced
as follows: first, the Company shall reduce or eliminate the securities of the Company to be included by any Person other than
a Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company;
and third, the Company shall reduce the number of Registrable Securities to be included by the Holders, on a pro rata basis
based on the amount of Registrable Securities requested to be sold.
4. Grace Periods.
(a) Notwithstanding anything to the contrary
herein:
(A) the Company shall
be entitled to postpone the filing or effectiveness of, or, at any time after a Registration Statement has been declared effective by
the Commission suspend the use of, a Registration Statement (including the Prospectus included therein) or postpone any Underwritten
Offering pursuant to a Demand Registration Request, if in the good faith judgment of the Board, such registration, offering or use would
reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the
Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been,
and is not otherwise required to be, disclosed to the public and the premature disclosure of which would reasonably be expected, in the
good faith judgment of the Board, to materially affect the Company in an adverse manner; provided, however, that the requesting
Holders of such Underwritten Offering or Underwritten Shelf Takedown shall be entitled to withdraw the applicable request and, if such
request is withdrawn, it shall not count against the limits imposed pursuant to Section 2(a)(C), and the Company shall pay
all registration expenses in connection with such registration; and
(B) at any time after
a Registration Statement has been declared effective by the Commission and there is no duty to disclose under applicable law, the Company
may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would,
in the good faith judgment of the Board, reasonably be expected to materially affect the Company in an adverse manner
(the period of a postponement or suspension
as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”).
(b) The Company shall
promptly (i) notify the applicable Holders in writing of the existence of the event or material non-public information giving rise
to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to such Holder, without
the express consent of such Holder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period
will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify
the applicable Holders in writing of the date on which the Grace Period ends.
(c) A Grace Period
may not be called by the Company more than three (3) times in any three hundred sixty-five (365) day period, the duration of any
one Grace Period shall not exceed forty-five (45) days, and the aggregate of all Grace Periods in total during any three hundred sixty-five
(365) day period shall not exceed ninety (90) days. For purposes of determining the length of a Grace Period, the Grace Period shall
be deemed to begin on and include the date the Holder receives the notice referred to in clause (i) of Section 4(b) and
shall end on and include the later of the date the Holder receives the notice referred to in clause (iii) of Section 4(b) and
the date referred to in such notice. In the event the Company declares a Grace Period, the period during which the Company is required
to maintain the effectiveness of a Registration Statement filed pursuant to a Demand Registration Request shall be extended by the number
of days during which such Grace Period is in effect.
5. Piggyback Registration.
(a) If at any time, and from time to time,
after an IPO, the Company proposes to:
(A) file a registration
statement under the Securities Act with respect to an underwritten offering of Ordinary Shares (other than with respect to a registration
statement (i) on Form S-8, (ii) on Form S-4 or (iii) another form not available for registering the Registrable
Securities for sale to the public), whether or not for its own account; or
(B) conduct an underwritten
offering constituting a “takedown” of Ordinary Shares registered under a Shelf Registration Statement previously filed by
the Company;
the Company shall give written notice (the “Piggyback
Notice”) of such proposed filing or underwritten offering to each Holder at least twenty (20) Business Days before the anticipated
filing date. Such notice shall include the number and class of securities proposed to be registered or offered, the proposed date of
filing of such registration statement or the conduct of such underwritten offering and any proposed means of distribution of such securities,
and shall offer the Holder the opportunity to register such amount of Registrable Securities as the Holder may request on the same terms
and conditions as the registration of the Company’s and/or the holders of other of the Company’s securities, as the case
may be (a “Piggyback Offering”), in each case provided that such Holder’s Registrable Securities are the same
class of security having the same terms as the securities originally proposed by the Company to be offered in such underwritten offering.
Subject to Section 5(b), the Company will include in each Piggyback Offering all such Registrable Securities for which the
Company has received written request for inclusion within ten (10) Business Days after the date the Piggyback Notice is given (for
the avoidance of doubt, only Holders of Registrable Securities shall be entitled to participate in such Piggyback Offering); provided,
however, that in the case of the filing of a registration statement, such Registrable Securities are not otherwise registered pursuant
to an existing and effective Shelf Registration Statement under this Agreement pursuant to which such Registrable Securities may be included
in a Piggyback Offering under such Shelf Registration Statement.
(b) The Company will
cause the managing underwriter or underwriters of the proposed offering to permit the requesting Holders to include all such Registrable
Securities in the Piggyback Offering on the same terms and conditions as the securities originally proposed by the Company to be offered
in such underwritten offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering
advises the Company and the requesting Holders in writing that, in its view, the total amount of securities that the Company, the requesting
Holders and any other holders of the Company’s securities entitled to participate in such offering pursuant to registration rights
or similar rights granted by the Company to such holders (“Other Holders”) propose to include in such offering is such
as to adversely affect the success of such underwritten offering, then:
(A) if such Piggyback
Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering:
(i) first, all securities to be offered by the Company; and (ii) second, up to the full amount of securities requested
to be included in such Piggyback Offering by the requesting Holders and the Other Holders entitled to participate in such offering, allocated
pro rata among such holders on the basis of the amount of securities requested to be included therein by each such holder;
(B) if such Piggyback
Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights pursuant to another
registration rights agreement with the Company, the Company will include in such registration: (i) first, all securities that
the Other Holders exercising “demand” rights requested to be included therein; (ii) second, up to the full amount
of securities requested to be included in such Piggyback Offering by the requesting Holders; and (iii) third, up to the full
amount of securities proposed to be included in the registration by the Company;
such that, in each case, the total amount of securities
to be included in such Piggyback Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely
affecting the success of such Piggyback Offering.
(c) If at any time
after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company
determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give
notice of its determination to the requesting Holders, and in the case of such a determination, will be relieved of its obligation to
register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice.
(d) Any Holder may
withdraw its request for inclusion in a Piggyback Offering by giving written notice to the Company, at least three (3) Business Days
prior to the anticipated Registration Date of the Registration Statement filed in connection with such Piggyback Offering, or, in the
case of a Piggyback Offering constituting a “takedown” off of a Shelf Registration Statement, at least three (3) Business
Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary
supplemental prospectus, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from
that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal
will be irrevocable and, after making the withdrawal, such Holder will no longer have any right to include its Registrable Securities
in that Piggyback Offering.
6. Registration Procedures. If
and when the Company is required to effect any registration under the Securities Act as provided in Section 2 or Section 5
of this Agreement, the Company shall use its commercially reasonable efforts to:
(a) prepare and file
with the Commission the requisite Registration Statement to effect such registration and thereafter use its commercially reasonable efforts
to cause such Registration Statement to become and remain effective, subject to the limitations contained herein;
(b) prepare and file
with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the method of disposition set forth in such Registration Statement, subject
to the limitations contained herein;
(c) (i) before
filing a Registration Statement or Prospectus or any amendments or supplements thereto, at the Company’s expense, furnish to the
Holders copies of all such documents, other than documents that are incorporated by reference into such Registration Statement or Prospectus,
proposed to be filed and such other documents reasonably requested by the Holders (which may be furnished by email), and afford Counsel
to the Holders a reasonable opportunity to review and comment on such documents; and (ii) in connection with the preparation and
filing of each such Registration Statement pursuant to this Agreement, (A) upon reasonable advance notice to the Company, give each
of the foregoing such reasonable access to all financial and other records, corporate documents and properties of the Company as shall
be necessary, in the reasonable opinion of Counsel to the Holders and such underwriters, to conduct a reasonable due diligence investigation
for purposes of the Securities Act and Exchange Act, and (B) upon reasonable advance notice to the Company and during normal business
hours, provide such reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent
public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of Counsel to the Holders
and such underwriters, to conduct a reasonable due diligence investigation for purposes of the Securities Act and the Exchange Act;
(d) notify the Holders,
promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement
to any Prospectus forming a part of such Registration Statement has been filed;
(e) with respect to
any offering of Registrable Securities, furnish to the Holders, and the managing underwriters for such Underwritten Offering, if any,
without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus
included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including
any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer
free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other
documents filed therewith and such other documents as such seller or such underwriters may reasonably request including in order to facilitate
the disposition of the Registrable Securities owned by such seller, and upon request, a copy of any and all transmittal letters or other
correspondence to or received from, the Commission or any other governmental authority relating to such offer;
(f) (i) register
or qualify all Registrable Securities covered by such Registration Statement under such other securities or “blue sky” laws
of such states or other jurisdictions of the United States of America as the Holders shall reasonably request in writing, (ii) keep
such registration or qualification in effect for so long as such Registration Statement remains in effect and (iii) take any other
action that may be necessary or reasonably advisable to enable the Holder to consummate the disposition in such jurisdictions of the securities
to be sold by the Holders, except that the Company shall not for any such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (f) be obligated to be so
qualified, to subject itself to taxation in such jurisdiction or to consent to general service of process in any such jurisdiction;
(g) cause all Registrable
Securities included in such Registration Statement to be registered with or approved by such other federal or state governmental agencies
or authorities as necessary upon the opinion of counsel to the Company or counsel to the Holder of Registrable Securities included in
such Registration Statement to enable the Holder to consummate the disposition of such Registrable Securities in accordance with their
intended method of distribution thereof;
(h) with respect to any Underwritten Offering,
obtain a signed
(A) opinion of
outside counsel for the Company (including a customary 10b-5 statement), dated the date of the closing under the underwriting
agreement and addressed to the underwriters, reasonably satisfactory (based on the customary form and substance of opinions of
issuers’ counsel customarily given in such an offering) in form and substance to such underwriters, if any, and
(B) “comfort”
letter, dated the date of the underwriting agreement and a “bring-down” comfort letter dated the date of the closing under
the underwriting agreement and addressed to the underwriters and signed by the independent public accountants who have certified the Company’s
financial statements included or incorporated by reference in such registration statement, reasonably satisfactory (based on the customary
form and substance of “cold comfort” letters of issuers’ independent public accountant customarily given in such an
offering) in form and substance to such underwriters, if any,
in each case, covering substantially the same matters with
respect to such Registration Statement (and the Prospectus included therein) and, in the case of the accountants’ comfort letter,
with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ comfort letters delivered to underwriters in such types of offerings of securities;
(i) notify each Holder
at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the
happening of any event as a result of which, the Prospectus included in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made and for which the Company believes in its reasonable good
faith judgement it must suspend the use of the Registration Statement and Prospectus until an amendment or supplement to such Registration
Statement necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act and the Exchange
Act may be filed (which the Company shall use its commercially reasonable efforts to file and have declared effective as soon as possible),
and promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such securities, such Prospectus, as supplemented or amended, shall not include
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were made;
(j) notify each Holder
promptly of any request by the Commission for the amending or supplementing of the applicable Registration Statement or Prospectus or
for additional information;
(k) advise each Holder
promptly after the Company receives notice or obtains knowledge of any order suspending the effectiveness of a registration statement
relating to the Registrable Securities at the earliest practicable moment and promptly use its commercially reasonable efforts to obtain
the withdrawal;
(l) otherwise comply
with all applicable rules and regulations of the Commission and any other governmental agency or authority having jurisdiction over
the offering of Registrable Securities, and make available to its stockholders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first (1st) full calendar
month after the Registration Date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 and which requirement will be deemed satisfied if the Company timely files complete and accurate
information on Form 10-Q and 10-K and Current Reports on Form 8-K under the Exchange Act and otherwise complies with Rule 158;
(m) provide and cause
to be maintained a transfer agent and registrar for the Registrable Securities included in a Registration Statement no later than the
Registration Date thereof;
(n) enter into
such customary agreements (including an underwriting agreement in customary form) and take such other actions as the Holders or the
underwriters, if any, shall reasonably request in order to expedite or facilitate the disposition of the Registrable Securities,
including customary indemnification; and provide reasonable cooperation, including causing at least one (1) executive officer
and a senior financial officer to attend and participate in “road shows” and other information meetings organized by the
underwriters, if any, as reasonably requested; provided, however, that nothing in this Agreement shall require the
Company to participate in more than two (2) “road shows” in any twelve (12)-month period and such participation
shall not unreasonably interfere with the business operations of the Company;
(o) if requested by
the managing underwriter(s) or the Holders in connection with an Underwritten Offering, promptly incorporate in a prospectus supplement
or post-effective amendment such information relating to the plan of distribution for the applicable Registrable Securities provided to
the Company in writing by the managing underwriters and the Holders and that is required to be included therein relating to the plan of
distribution with respect to such Registrable Securities, including without limitation, information with respect to the number of Registrable
Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other
terms of the Underwritten Offering of the Registrable Securities to be sold in such offering, and make any required filings with respect
to such information relating to the plan of distribution as soon as practicable after being notified of the information;
(p) cooperate with
the Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such amounts and registered
in such names as the managing underwriters, if any, or the Holders, may reasonably request at least three (3) Business Days
prior to any sale of Registrable Securities to the underwriters; provided, that the Company may satisfy its obligations hereunder
without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System; and
(q) otherwise use
its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated
hereby.
In addition, at least ten (10) Business
Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will
notify each Holder of the information the Company requires from such Holder, including any update to or confirmation of the information
contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request
and, in any event, within five (5) Business Days prior to the applicable anticipated filing date. Each Holder further agrees that
it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales
of Registrable Securities at any time, unless the Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire
and a response to any requests for further information as described in the previous sentence and, if an Underwritten Offering, entered
into an underwriting agreement with the underwriters in accordance with Section 3(b). If a Holder of Registrable Securities
returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the
Company shall be permitted to exclude the Holder from being a selling security holder in the Registration Statement or any pre-effective
amendment thereto. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further
information as described in this Section 6 will be used by the Company in the preparation of the Registration Statement and hereby
consents to the inclusion of such information in the Registration Statement. As used in this Section 6, the words “Holder”
and “Holders” shall be limited to Holders of Registrable Securities expected to be included, in compliance with the provisions
of this Agreement, in a Registration Statement referred to herein.
7. Registration Expenses. Except
as otherwise specifically provided herein, all fees and expenses incident to the Company’s performance of or compliance with its
obligations under this Agreement (excluding any underwriting discounts, fees or selling commissions or broker or similar commissions
or fees, or transfer taxes of the Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to
a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with
any stock exchange on which any Registrable Securities are then listed for trading, (B) with respect to compliance with applicable
state securities or “blue sky” laws (including, without limitation, fees and disbursements of counsel for the Company in
connection with “blue sky” qualifications or exemptions of the Registrable Securities and determination of the eligibility
of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holder) and (C) if not previously
paid by the Company in connection with an issuer filing, with respect to any filing that may be required to be made by any broker through
which a Holder intends to make sales of Registrable Securities with the Financial Industry Regulatory Authority (“FINRA”)
pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection
with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holder), (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable fees and expenses incurred
in connection with any road show for underwritten offerings, (vi) Securities Act liability insurance, if the Company so desires
such insurance, and (vii) fees and expenses of all other Persons retained by the Company in connection with the consummation of
the transactions contemplated by this Agreement. In addition, the Company will pay the reasonable and documented fees and disbursements
of the Counsel to the Holders (not to exceed $75,000 per offering), including, for the avoidance of doubt, any expenses of Counsel to
the Holders in connection with the filing or amendment of any Registration Statement, Prospectus or free writing prospectus hereunder.
The Holder shall bear and pay all underwriting discounts, fees and commissions applicable to the Registrable Securities sold for the
Holder’s account.
8. Lockups. In
connection with any Underwritten Shelf Takedown or Underwritten Offering pursuant to Section 2, Piggyback Offering or other
underwritten public offering of equity securities by the Company, to the extent advised by the managing underwriter for such offering,
such Holder shall agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities
of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent
from the Company or such managing underwriter, during the ninety (90)-day period beginning on the date of the pricing of such offering
(the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable
on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors and any other
stockholder participating in such offering or such persons are otherwise obligated pursuant to an agreement with the Company to enter
into a lock-up agreement, without giving effect to any waiver or amendment thereof.
9. Indemnification.
(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold
harmless each Holder, the officers, directors, agents, partners, members, trustees, trust beneficiaries, managers, investment managers,
stockholders, Affiliates and employees of such Holder, each Person who controls such Holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, trustees, trust
beneficiaries, investment managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”),
to which any of them may become subject, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent, but only to the extent, that (A) such untrue statements, alleged
untrue statements, omissions or alleged omissions are based upon information regarding such Holder furnished in writing to the Company
by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was provided by such Holder in writing to the Company expressly for use in the Registration
Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence
of an event of the type specified in Section 6(i), related to the use by a Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder
of the Advice contemplated and defined in Section 14(c) below, but only if and to the extent that following the receipt
of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 9(c)), shall
survive the transfer of the Registrable Securities by the Holder, and shall be in addition to any liability which the Company may otherwise
have.
(b) Indemnification
by Holder. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its respective
directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, arising out of or based solely upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the
extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein or (ii) to the extent, but only to the extent, that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable Securities and was provided by such Holder in writing
to the Company expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement
thereto or (iii) in the case of an occurrence of an event of the type specified in Section 6(i), to the extent, but
only to the extent, related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 14(c),
but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have
been corrected. In no event shall the liability of a Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 9(c)),
shall survive the transfer of the Registrable Securities by the Holder, and shall be in addition to any liability which the Holder may
otherwise have.
(c) Conduct of
Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees
and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent
that such failure shall have materially and adversely prejudiced the Indemnifying Party.
An Indemnified Party shall have
the right to employ separate counsel (and one local counsel in each relevant jurisdiction) in any such Proceeding and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall
have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified
Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that in the
reasonable judgment of such counsel a conflict of interest exists if the same counsel were to represent such Indemnified Party and
the Indemnifying Party; provided, that the Indemnifying Party shall not be liable for the reasonable and documented fees and
expenses of more than one separate firm of attorneys at any time for all Indemnified Parties (and more than one local counsel in
each relevant jurisdiction). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.
Subject to the terms of this Agreement,
all reasonable and documented fees and expenses of the Indemnified Party (including reasonable and documented fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 9(c))
shall be paid to the Indemnified Party, as incurred, with reasonable promptness after receipt of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification
hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action
shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 9, except to the extent
that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.
(d) Contribution. If
the indemnification provided for in Section 9(a) or ((b)) is held by a court of competent jurisdiction to be
unavailable to an Indemnified Party in respect of any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates
to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or omission.
The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 9(d), a Holder shall not be required to contribute, in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that the Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.
10. Section 4(a)(7);
Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holder the benefits of
Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A promulgated under the Securities Act and other rules and
regulations of the Commission that may at any time permit the Holders of Registrable Securities to sell securities of the Company without
registration, until such time as when no Registrable Securities remain outstanding, the Company covenants that it will use commercially
reasonable efforts to (i) so long as it remains subject to the reporting provisions of the Exchange Act, file in a timely manner
all reports and other documents, if any, required to be filed by it under the Exchange Act and the rules and regulations adopted
thereunder, and (ii) make available information necessary to comply with Section 4(a)(7) of the Securities Act, Rule 144
and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to
the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (x) Section 4(a)(7) of the Securities Act, Rule 144 and Rule 144A
promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be
amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the Commission. Upon the
reasonable request of a Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it
has complied with such information requirements, and, if not, the specific reasons for non-compliance.
11. Transfer of Registration
Rights. Each Holder may assign its rights hereunder on a pro rata basis in connection with any sale, transfer,
assignment, or other conveyance (any of the foregoing, a “Transfer”) of Registrable Securities to any transferee or
assignee that is an Affiliate of the Holder (a “Transferee”); provided, that all of the following additional
conditions are satisfied: (a) such Transfer is effected in accordance with applicable securities laws and the restrictions with
respect to the transfer of Ordinary Shares set forth in the Company’s organizational documents and applicable Irish law; (b) such
Transferee agrees in writing to become subject to the terms of this Agreement pursuant to a joinder agreement substantially in the form
of Exhibit A hereto; and (c) the Company is given written notice by the Holder of such Transfer, stating the date of Transfer,
name and address of the Transferee, identifying the Registrable Securities with respect to which such rights are being assigned, and
any other information which the Company’s registrar may reasonably request to identify the Registrable Securities with respect
to which such rights are being assigned.
12. Reserved.
13. Further Assurances. Each
of the parties hereto shall execute all such further instruments and documents and take all such further action as any other party hereto
may reasonably require in order to effectuate the terms and purposes of this Agreement.
14. Miscellaneous.
(a) Remedies. Any
Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused
by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree
and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party
may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security)
for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.
(b) Compliance. Each
Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless
an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to any Registration Statement and shall
sell the Registrable Securities only in accordance with a method of distribution described in each Registration Statement.
(c) Discontinued
Disposition. Each Holder agrees that, upon receipt of a notice from the Company of the occurrence of a Grace Period
or any event of the kind described in Section 6(i), such Holder will immediately discontinue disposition of Registrable Securities
under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus (as it may have been supplemented or amended) may be resumed. The Company may provide appropriate stop orders to enforce the
provisions of this paragraph.
(d) No Inconsistent
Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the Holder in this Agreement. The Company shall not grant any registration rights to third parties
which are more favorable than or inconsistent with the rights granted hereunder unless any such more favorable rights are concurrently
added to the rights granted hereunder.
(e) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, or waived unless such amendment, modification, supplement or waiver has been approved by Holders of a majority of the
total Registrable Securities; provided, that any amendment, modification, supplement or waiver that would have a materially adverse
and disproportionate effect on the rights of any Holder will require the written consent of such Holder. No waiver of any terms or conditions
of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall
any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver
hereunder, unless it by its own terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions
being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the
right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with
such provision. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision
and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. Notwithstanding
the foregoing, Schedule I hereto may be amended by the Company from time to time in compliance with the terms of this Agreement
without the consent of the other parties. Any amendment, modification, termination, or waiver effected in accordance with this Section 14(e) shall
be binding on all parties hereto, regardless of whether any such party has consented thereto.
(f) Notices. Any
notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular
mail, by private national courier service (return receipt requested, postage prepaid), by personal delivery or by electronic mail. Such
notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national
courier service, one (1) Business Day after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent
by electronic mail, on the Business Day such electronic mail is transmitted, in each case as follows:
Mallinckrodt plc
c/o ST Shared Services LLC
675 McDonnell Boulevard
Hazelwood, MO 63042
Attention: Mark Tyndall; Bryan Reasons
E-mail: mark.tyndall@mnk.com; bryan.reasons@mnk.com
with copies (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Victor Goldfeld
Email: VGoldfeld@wlrk.com
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Michael Kaplan; Michael Davis,
Email: michael.kaplan@davispolk.com;
michael.davis@davispolk.com
(B) If to the Holders,
to the respective Holders at the addresses set forth on Schedule I hereto or otherwise provided by such Holder in accordance
with this Section 14(f).
If any time period for giving notice
or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the State of New York or the jurisdiction
in which the Company’s principal office is located, the time period shall automatically be extended to the Business Day immediately
following such Saturday, Sunday or legal holiday.
(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns (including any trustee in bankruptcy), including any Transferee of any Registrable
Securities (or any portion thereof) who hereafter becomes a party to this Agreement by signing a joinder hereto pursuant to (and otherwise
in compliance with) Section 11 hereof. No assignment or delegation of this Agreement by the Company of any of the Company’s
rights, interests or obligations hereunder shall be effective against a Holder without the prior written consent of such Holder. For
the avoidance of doubt, Indemnified Parties shall be third party beneficiaries with respect to Section 9 hereunder.
(h) Execution
and Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need
not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.
(i) Delivery by
Electronic Transmission. This Agreement, the agreements referred to herein, and each other agreement or instrument
entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent
signed and delivered by means of portable document format (pdf.) or other electronic means, shall be treated in all manner and respects
as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed
version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto
or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of electronic means to deliver a signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of electronic means as a defense to the formation or enforceability of a contract and each
such party forever waives any such defense.
(j) Governing
Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any
other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than
the State of New York. Each of the parties to this Agreement consents and agrees that any action to enforce this Agreement or any dispute,
whether such dispute arises in law or equity, arising out of or relating to this Agreement shall be brought exclusively in the United
States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York
City. The parties hereto consent and agree to submit to the exclusive jurisdiction of such courts. Each of the parties to this Agreement
waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such
party and such party’s property is immune from any legal process issued by such courts or (ii) any litigation or other Proceeding
commenced in such courts is brought in an inconvenient forum. The parties hereby agree that mailing of process or other papers in connection
with any such action or Proceeding to an address provided in writing by the recipient of such mailing, or in compliance with the notice
provisions of this Agreement, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby
waive any objections to service in the manner herein provided.
(k) Waiver of
Jury Trial. Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of
any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing
of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims,
tort claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to
enter into this Agreement, that each has already relied on this waiver in entering into this Agreement, and that each will continue to
rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver
with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SECTION 14(k) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed
as a written consent to a trial by the court.
(l) Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity
of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
(m) Descriptive
Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall include
the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended
or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof. The words “include”,
“includes” or “including” in this Agreement shall be deemed to be followed by “without limitation”.
The use of the words “or,” “either” or “any” shall not be exclusive. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any of the provisions of this Agreement. All references to laws, rules, regulations and forms
in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the
extent replaced, the comparable successor thereto in effect at the time. All references to agencies, self-regulatory organizations or
governmental entities in this Agreement shall be deemed to be references to the comparable successors thereto from time to time.
(n) Entire Agreement. This
Agreement and any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement
and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations
by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.
(o) Termination. The
obligations of the Company and each Holder, other than those obligations contained in Section 9, and this Section 14
(other than Section 14(d)), shall terminate with respect to the Company and such Holder as soon as such Holder no longer
beneficially owns any Registrable Securities, and this Agreement (other than such sections) shall terminate when no Holders beneficially
own any Registrable Securities.
(p) Aggregation
of Interests. For the purposes of this Agreement (including any ancillary agreements entered into in connection
with this Agreement), when calculating an ownership percentage in any security or interest of any Person, such Person’s ownership
interests shall be aggregated together with the securities or interests held by such Person’s Affiliates; it being understood that,
for the avoidance of doubt, for the determination of whether any percentage threshold has been reached under this Agreement, the
same security or interest therein shall not be counted more than once.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the undersigned
has executed this Agreement as of the date first written above.
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MALLINCKRODT PLC |
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By: |
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Name: |
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Title: |
[Signature Page to Amended and
Restated Registration Rights Agreement]
SCHEDULE I
[•]
Schedule I
EXHIBIT A
Form of Joinder Agreement
Reference is made to that certain Amended and
Restated Registration Rights Agreement (as amended, restated and/or modified from time to time, the “Agreement”) dated
as of [•], 2025 (the “Effective Date”), by and among Mallinckrodt plc, an Irish public limited company (the “Company”)
and the Holders (as defined in the Agreement) named therein. Capitalized terms used by not defined herein shall have the meanings ascribed
to such terms in the Agreement.
This Joinder Agreement is being entered
into in respect of a Transfer of Registrable Securities to the undersigned Transferee. The undersigned Transferor hereby represents and
warrants to the Company that the Transferor was a Holder of Registrable Securities as of immediately prior to the Transfer. The undersigned
Transferee hereby represents and warrants to the Company that (i) such Transfer, as set forth in Annex 1 hereto, is effected in accordance
with the terms and conditions of the Agreement, applicable securities laws and the restrictions with respect to the transfer of Ordinary
Shares set forth in the Company’s organizational documents and (ii) the Transferee meets the definition of a “Holder”
set forth in the Agreement after giving effect to the Transfer.
The undersigned Transferee hereby agrees,
effective as of the date set forth below, to become a party to, and to become subject to and bound by the terms of, the Agreement, and
for all purposes of the Agreement the undersigned Transferee will be included within the term “Holder”.
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[NAME OF TRANSFEREE] |
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By: |
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Name: |
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Title: |
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[NAME OF TRANSFEROR] |
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[“Transferor”] |
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By: |
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Name: |
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Title: |
Exhibit A
| ACCEPTED AND AGREED: |
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| MALLINCKRODT PLC |
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| By: |
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Name: |
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Title: |
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Exhibit A
Annex 1
| Name of Transferee |
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[•] |
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| Address of Transferee (including email) |
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[•] |
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| Number of Registrable Securities Transferred |
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[•] |
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| Date of Transfer |
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[•] |
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Exhibit A
EXHIBIT B
Form of Joinder Agreement
Reference is made to that certain Amended and
Restated Registration Rights Agreement (as amended, restated and/or modified from time to time, the “Agreement”) dated
as of [•], 2025 (the “Effective Date”), by and among Mallinckrodt plc, an Irish public limited company (the “Company”)
and the Holders (as defined in the Agreement) named therein. Capitalized terms used by not defined herein shall have the meanings ascribed
to such terms in the Agreement.
The undersigned hereby agrees, effective
as of the date set forth below, to become a party to, and to become subject to and bound by the terms of, the Agreement, and for all purposes
of the Agreement the undersigned will be included within the term “Holder”.
The address and email address to which notices may be sent
to the undersigned are as follows:
Exhibit B