Actavis plc (Form: 8-K, Received: 03/18/2015 08:13:19)

Date: March 17, 2015

ACTAVIS PLC

/s/ A. Robert D. Bailey

A. Robert D. Bailey

Chief Legal Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 17, 2015

ACTAVIS PLC

(Exact Name of Registrant as Specified in Charter)

Ireland

001-36867

98-1114402

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Grand Canal Square, Docklands

Dublin 2, Ireland

(Address of Principal Executive Offices)

(862) 261-7000

(Registrant’s telephone number, including area code)

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 ( see General Instruction A.2. below):

¨	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))

INTRODUCTORY NOTE

On March 17, 2015 (the “Closing Date”), Actavis plc, a company incorporated under the laws of Ireland (“Actavis”) completed its acquisition of Allergan, Inc., a Delaware corporation (“Allergan”) pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of November 16, 2014 (the “Merger Agreement”), by and among Actavis, Avocado Acquisition Inc., a Delaware corporation (“Merger Sub”) and Allergan.

Item 1.01. Entry into a Material Definitive Agreement.

Indemnification Agreements

Effective as of immediately following the effective time of the Merger (as defined below) (the “Effective Time”), Actavis entered into deeds of indemnification (the “Deeds of Indemnification”) with each of Michael R. Gallagher and Peter J. McDonnell, M.D. in connection with their appointment to the Board of Directors of Actavis (the “Board”) pursuant to the terms of the Merger Agreement and with each of Paul Navarre and Philippe Schaison in connection with their appointment as officers of Actavis. The Deeds of Indemnification provide indemnification to such directors and officers to the fullest extent permitted by the laws of Ireland, and in accordance with Actavis’ Memorandum and Articles of Association, for all expenses actually and reasonably incurred in any action or proceeding in which the director or officer is or may be involved in by reason of the fact that he is or was an Actavis director or officer, on the terms and conditions set forth in the Deeds of Indemnification. Further, Actavis agrees to advance expenses incurred by such directors and officers in defense of these proceedings, on the terms and conditions set forth in the Deeds of Indemnification. The Deeds of Indemnification also provide procedures for requesting and obtaining indemnification and advancement of expenses.

Effective as of the Effective Time, Actavis W.C. Holding Inc. (“U.S. Holdco”), an indirect wholly owned subsidiary of Actavis, entered into indemnification agreements (the “Holdco Indemnification Agreements”) with each of Michael R. Gallagher and Peter J. McDonnell, M.D. in connection with their appointment to the Board pursuant to the terms of the Merger Agreement and with each of Paul Navarre and Philippe Schaison in connection with their appointment as officers of Actavis. The Holdco Indemnification Agreements provide indemnification to such directors and officers to the fullest extent permitted by the General Corporation Law of Delaware (the “DGCL”), and in accordance with U.S. Holdco’s Bylaws, for all expenses actually and reasonably incurred in any action or proceeding in which the director or officer is or may be involved by reason of the fact that he is or was an Actavis director or officer, on the terms and conditions set forth in the Holdco Indemnification Agreements. Further, U.S. Holdco agrees to advance expenses incurred by such directors and officers in defense of these proceedings, on the terms and conditions set forth in the Holdco Indemnification Agreements. The Holdco Indemnification Agreements also provide procedures for requesting and obtaining indemnification and advancement of expenses.

The foregoing descriptions of the Deeds of Indemnification and the Holdco Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to the forms of the Deed of Indemnification and HoldCo Indemnification Agreement, respectively, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 17, 2015, pursuant to the Merger Agreement, Merger Sub merged with and into Allergan (the “Merger”), with Allergan continuing as the surviving company. As a result of the Merger, Allergan became an indirect wholly owned subsidiary of Actavis.

At the Effective Time, each share of Allergan common stock, par value $0.01 per share (the “Allergan Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares held by Actavis, Merger Sub, Allergan or any of their respective direct or indirect wholly owned subsidiaries) was converted into the right to receive (i) $129.22 in cash, without interest and (ii) 0.3683 of an ordinary share (each, an “Actavis Ordinary Share”) of Actavis (together, the “Merger Consideration”). No fractional Actavis Ordinary Shares will be issued in the Merger, and Allergan’s former stockholders will receive cash, without interest, in lieu of fractional Actavis Ordinary Shares, if any.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed with the SEC as Exhibit 2.1 to Actavis’ Current Report on Form 8-K/A filed on November 18, 2014, and is incorporated herein by reference.

The Merger Agreement contains representations and warranties by Actavis and Allergan with respect to matters as of specified dates. The representations and warranties: reflect negotiations between the parties to the Merger Agreement and are not intended as statements of fact to be relied upon by Actavis’ or Allergan’s shareholders; in certain cases, merely represent risk-allocation decisions among the parties; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders. As such, the representations and warranties are solely for the benefit of the parties to the Merger Agreement and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Actavis’ public disclosures.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) As previously announced, in connection with the Merger each of Tamar D. Howson, John A. King, Jiri Michal and Andrew L. Turner resigned from the Board effective as of the Effective Time. The decision of each of Ms. Howson and Messrs. King, Michal and Turner to resign from the Board was not the result of any disagreement with Actavis on any matter relating to its operations, policies or practices.

(d) Effective immediately following the Effective Time, the Board has appointed each of Michael R. Gallagher and Peter J. McDonnell, M.D. to serve as members of the Board until Actavis’ 2015 annual general meeting of shareholders or such director’s earlier resignation, removal or death. Messrs. Gallagher and McDonnell were appointed pursuant to the terms of the Merger Agreement, which required Actavis to take action necessary to cause two members of the Board of Directors of Allergan to become members of the Board immediately following the Effective Time. The Board expects to determine whether to appoint each of Michael R. Gallagher and Peter J. McDonnell, M.D. to committees of the Board at its next regularly scheduled meeting.

(e)

Amended and Restated Allergan, Inc. 2011 Incentive Plan

In connection with the completion of the Merger, and effective as of the Effective Time, the compensation committee of the Board (the “Compensation Committee”) approved the amendment and restatement of the Amended and Restated Allergan, Inc. 2011 Incentive Award Plan (the “Legacy Allergan Plan”) to confirm and preserve Actavis’ ability to issue under the Legacy Allergan Plan the shares that remain available for issuance under the Legacy Allergan Plan (as appropriately adjusted to reflect the Merger) in satisfaction of the vesting, exercise or other settlement of options and other equity awards that may be granted by Actavis under the Legacy Allergan Plan following the completion of the Merger, subject to the requirements of the NYSE Listed Company Manual and interpretive guidance thereunder, including, without limitation, Rule 303A.08.

Transformation Incentive Awards

In connection with the Merger, the Compensation Committee approved the grant of Transformation Incentive Awards under the Amended and Restated 2013 Incentive Award Plan of Actavis plc (the “Amended and Restated Actavis Plan”), subject to shareholder approval of the Amended and Restated Actavis Plan. The Transformation Incentive Awards were granted to certain executives, including Messrs. Saunders, Bisaro, Meury, and Stewart and Ms. Hilado, and provide for settlement in cash or Actavis Ordinary Shares with an equivalent fair market value, at the discretion of the Compensation Committee, based on the achievement of pre-

established non-GAAP earnings per share and total shareholder return (relative to a pre-established peer group) goals during the performance period, which for the non-GAAP earnings per share goal commences on the closing date of the Merger and continues through December 31, 2017, and which for the total shareholder return goal commences on the closing date of the Merger and continues through December 31, 2018. The Transformation Incentive Awards granted upon the closing of the Merger were expressed in U.S. dollar value, with target award values as follows: Mr. Saunders ($15,000,000), Mr. Bisaro ($5,000,000), Mr. Meury ($5,000,000), Mr. Stewart ($5,000,000) and Ms. Hilado ($5,000,000), and the opportunity to earn up to a maximum of 200% of the respective officer’s target award. If Actavis shareholder approval of the Amended and Restated Actavis Plan is not obtained, all such Transformation Incentive Awards will become null and void.

The foregoing summary of the Transformation Incentive Award does not purport to be complete and is subject to and qualified in its entirety by reference to the terms and conditions of the Transformation Incentive Award Agreement, which is attached hereto as Exhibit 10.3 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On March 17, 2015, Actavis issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on March 17, 2015, Actavis issued a press release announcing that each of Michael R. Gallagher and Peter J. McDonnell, M.D., two former members of the Allergan Board of Directors, had been appointed to the Board. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibits 99.1 and 99.2 incorporated herein shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired

The audited consolidated financial statements of Allergan that are required by this Item are substantially the same as those financial statements that were incorporated by reference as Exhibit 99.1 to Actavis’ Current Report on Form 8-K filed on February 19, 2015. Accordingly, no additional audited consolidated financial statements of Allergan are required to be included herein.

(b)	Pro Forma Financial Information

The pro forma financial information with respect to Allergan that is required by this Item is substantially the same as the pro forma information filed as Exhibit 99.1 to Actavis’ Current Report on Form 8-K filed on March 6, 2015. Accordingly, no additional pro forma information with respect to Allergan is required to be included herein.

(d)

Exhibits:


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of November 16, 2014, by and among Actavis plc, Avocado Acquisition Inc., and Allergan, Inc. (incorporated by reference to Exhibit 2.1 of Actavis plc’s Current Report on Form 8-K/A filed on November 18, 2014) *

10.1		Form of Deed of Indemnification, Actavis plc

10.2		Form of Holdco Indemnification Agreement, Actavis W.C. Holding Inc.

10.3		Form of Transformation Incentive Award Agreement

99.1		Press Release issued by Actavis plc on March 17, 2015

99.2		Press Release issued by Actavis plc on March 17, 2015

^*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Actavis hereby undertakes to supplementally furnish copies of any of the omitted schedules upon request by the SEC.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this communication that refer to Actavis’ estimated or anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,” “targets,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the Allergan acquisition, including future financial and operating results, Actavis’ or Allergan’s plans, objectives, expectations and intentions and the expected timing of completion of the transaction. It is important to note that Actavis’ goals and expectations are not predictions of actual performance. Actual results may differ materially from Actavis’ current expectations depending upon a number of factors affecting Actavis’ business, Allergan’s business and risks associated with acquisition transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with the Allergan acquisition; subsequent integration of the Allergan acquisition and the ability to recognize the anticipated synergies and benefits of the Allergan acquisition; the anticipated size of the markets and continued demand for Actavis’ and Allergan’s products; Actavis’ and Allergan’s ability to successfully develop and commercialize new products; Actavis’ and Allergan’s ability to conform to regulatory standards and receive requisite regulatory approvals; availability of raw materials and other key ingredients; uncertainty and costs of legal actions and government investigations; the inherent uncertainty associated with financial projections; fluctuations in Actavis’ operating results and financial condition, particularly given our manufacturing and sales of branded and generic products; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections, projected synergies, restructuring, increased costs, and adverse tax consequences; the adverse impact of substantial debt and other financial obligations on the ability to fulfill and/or refinance debt obligations; risks associated with relationships with employees, vendors or key customers as a result of acquisitions of businesses, technologies or products; our compliance with federal and state healthcare laws, including laws related to fraud, abuse, privacy security and others; risks of the generic industry generally; generic product competition with our branded products; uncertainty associated with the development of commercially successful branded pharmaceutical products; uncertainty associated with development and approval of commercially successful biosimilar products; costs and efforts to defend or enforce technology rights, patents or other intellectual property; expiration of Actavis’ and Allergan’s patents on our branded products and the potential for increased competition from generic manufacturers; risks associated with owning the branded and generic version of a product; competition between branded and generic products; the ability of branded product manufacturers to limit the production, marketing and use of generic products; Actavis’ and Allergan’s ability to obtain and afford third-party licenses and proprietary technology we need; Actavis’ and Allergan’s potential infringement of others’ proprietary rights; our dependency on third-party service providers and third-party manufacturers and suppliers that in some cases may be the only source of finished products or raw materials that we need; Actavis’ competition with certain of our significant customers; the impact of our returns, allowance and chargeback policies on our future revenue; successful compliance with governmental regulations applicable to Actavis’ and Allergan’s respective third party providers’ facilities, products and/or businesses; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; Actavis’ and Allergan’s vulnerability to and ability to defend against product liability claims and obtain sufficient or any product liability insurance; Actavis’ and Allergan’s ability to retain qualified employees and key personnel; the effect of intangible assets and resulting impairment testing and impairment charges on our financial condition; Actavis’ ability to obtain additional debt or raise additional equity on terms that are favorable to Actavis; difficulties or delays in manufacturing; our ability to manage environmental liabilities; global economic conditions; Actavis’ ability to continue foreign operations in countries that have deteriorating political or diplomatic relationships with the United States; Actavis’ and Allergan’s ability to continue to maintain global operations; risks associated with tax liabilities, or changes in U.S. federal or international tax laws to which we are subject, including the risk that the Internal Revenue Service disagrees that Actavis is a foreign corporation for U.S. federal tax purposes; risks of fluctuations in foreign currency exchange rates; risks associated with cyber-security and vulnerability of our information and employee, customer and business information that Actavis stores digitally; Actavis’ ability to maintain internal control over financial reporting; changes in the laws and regulations, affecting among other things, availability, pricing and reimbursement of pharmaceutical products; the highly competitive nature of the pharmaceutical industry; Actavis’ ability to successfully navigate consolidation of our distribution network and concentration of our customer base; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; developments regarding products once they have reached the market and such other risks and uncertainties detailed in Actavis’ periodic public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to Actavis’ Annual Report on Form 10-K for the year ended December 31, 2014, as amended from time to time in Actavis’ other investor communications. Except as expressly required by law, Actavis disclaims any intent or obligation to update or revise these forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of November 16, 2014, by and among Actavis plc, Avocado Acquisition Inc., and Allergan, Inc. (incorporated by reference to Exhibit 2.1 of Actavis plc’s Current Report on Form 8-K/A filed on November 18, 2014) *

10.1		Form of Deed of Indemnification, Actavis plc

10.2		Form of Holdco Indemnification Agreement, Actavis W.C. Holding Inc.

10.3		Form of Transformation Incentive Award Agreement

99.1		Press Release issued by Actavis plc on March 17, 2015

99.2		Press Release issued by Actavis plc on March 17, 2015

^*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Actavis hereby undertakes to supplementally furnish copies of any of the omitted schedules upon request by the SEC.

Exhibit 10.1

DEED OF INDEMNIFICATION

This Deed of Indemnification, dated as of March 17, 2015, is made by and between Actavis plc, an Irish public limited company (the “Company”), and [ — ] (“Indemnitee”).

WHEREAS, the Company desires to ensure that the Company benefits from the services of highly qualified, experienced and otherwise competent persons such as Indemnitee;

WHEREAS, the Company previously requested that Indemnitee serve the Company as a director of the Company, and, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, in each case whether organized under the laws of Ireland, any foreign nation or any political subdivision thereof; and

WHEREAS, Indemnitee desires to be indemnified by the Company and has agreed to become a director of the Company in reliance upon the Company’s promise to provide indemnification on the basis (i) herein set forth and (ii) set forth in an indemnification agreement between Actavis W.C. Holding Inc. and Indemnitee.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Generally .

(a) In consideration of Indemnitee agreeing to act and continue to act as director of the Company, in addition to and without prejudice to any other right of indemnity in favour of Indemnitee from time to time, the Company hereby irrevocably and unconditionally agrees and undertakes with Indemnitee subject to Section 200 of the Companies Act 1963 upon first demand to indemnify and keep Indemnitee (and any alternate director appointed by such Indemnitee to act on his behalf together with their respective estates) indemnified and held harmless from and against, and to assume all liability for, any and all proceedings (including, without limitation, claims, demands and actions), liability, damage, loss, charge, detriment, cost, Expenses, judgments or fines suffered, incurred or sustained by Indemnitee (or any such alternate director or their respective estates) arising directly or indirectly out of or in connection with his acting as a director or alternate director (as the case may be) of the Company otherwise than by reason of the dishonesty, fraud, breach of fiduciary duty, negligence or wilful misconduct of Indemnitee or such alternate director (as the case may be). For the avoidance of doubt, the foregoing indemnity shall extend to any liability incurred by Indemnitee in defending proceedings, whether civil or criminal, in which judgement is given in his favour in which he is acquitted, in connection with any application under Section 391 of the Companies Act 1963 or Section 42 of the Companies (Amendment) Act 1983 in which relief is granted to him by the court.

(b) The indemnification provided by this Section 1 shall be from and against Expenses, judgments and fines actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.

(c) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or hereafter have to indemnification by the Company or otherwise.

Section 2. Successful Defense; Partial Indemnification .

(a) To the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred in connection therewith.

(b) If Indemnitee is entitled under any provision of this Deed to indemnification by the Company for some or a portion of the Expenses, judgments and fines actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments and fines.

Section 3. Determination That Indemnification Is Proper . Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) of this Deed. Any such determination shall be made (i) by a majority vote of the directors who are not parties to the proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by independent legal counsel, or (iv) by a court of competent jurisdiction.

Section 4. Notification and Defense of Claim .

(a) Promptly after receipt by Indemnitee of notice of the commencement of any proceeding, Indemnitee shall notify the Company of the commencement thereof. The failure to promptly notify the Company of the commencement of the proceeding, or Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is prejudiced in its defense of such proceeding as a result of such failure.

(b) If any action, proceeding, claim or demand shall be brought or asserted against Indemnitee or any alternate director appointed by him to act on his behalf in respect of which indemnity may be sought against the Company, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Deed for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (ii) counsel to the Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the Expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided by this Deed. Notwithstanding the foregoing, in the case of clause (iii) of the preceding sentence, Indemnitee acknowledges that, in connection with any one such proceeding involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Deed, or separate but substantially similar proceedings arising out of the same general allegations and involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Deed, the Company will not be liable for the Expenses of more than one separate firm of attorneys (in addition to any local counsel necessary for the representation). The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

Section 5. Warranty .

The Company warrants by its execution hereof that it has power to enter into and has duly authorised the execution and delivery of this Indemnity and that its obligations hereunder constitute legal, valid and binding obligations enforceable against the Company in accordance with its terms.

Section 6. Procedure for Indemnification .

(a) To obtain indemnification, Indemnitee shall promptly submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has requested indemnification.

(b) The Company’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event within sixty (60) days following receipt of a request for indemnification pursuant to Section 6(a) . The right to indemnification as granted by Section 1 of this Deed shall be enforceable by Indemnitee in any court of competent jurisdiction if the Company denies such request, in whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action that Indemnitee has not met the standard of conduct set forth in Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Company. Neither the failure of the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1 , nor the fact that there has been an actual determination by the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(c) Subject to the limitations set forth in Section 8 , Indemnitee shall be presumed to be entitled to indemnification under this Deed upon submission of a request for indemnification pursuant to this Section 6 , and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence.

Section 7. Insurance and Subrogation .

(a) The Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Company as a director or officer of the Company against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Deed. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a proceeding, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.

(b) In the event of any payment by the Company under this Deed, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

(c) The Company shall not be liable under this Deed to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and excise taxes or penalties) if and to the extent that Indemnitee has otherwise actually received such payment under this Deed or any insurance policy, contract, agreement or otherwise.

Section 8. Limitation on Indemnification . Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Deed:

(a) Claims Initiated by Indemnitee . To indemnify to Indemnitee with respect to a proceeding (or part thereof) initiated by Indemnitee.

(b) Action for Indemnification . To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Deed.

(c) Section 16 Violations . To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(d) Non-compete and Non-disclosure . To indemnify Indemnitee in connection with proceedings involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements Indemnitee may be a party to with the Company.

(e) Additional Limitations . To indemnify Indemnitee in circumstances where Indemnitee is a defendant or a respondent in a proceeding and (i) Indemnitee is not acquitted or judgment is not given in Indemnitee’s favour and (ii) the court does not grant relief to Indemnitee in connection with any application under Section 391 or Section 42 of the Companies Act.

Section 9. Savings Clause . If any provision or provisions of this Deed shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to Expenses, judgments and fines with respect to any proceeding, including an action by or in the right of the Company, to the full extent permitted by any applicable portion of this Deed that shall not have been invalidated and to the full extent permitted by applicable law.

Section 10. Certain Definitions . For purposes of this Deed, the following definitions shall apply:

(a) The term “Expenses” shall include all reasonable attorneys’ fees (applying the Company’s billing guidelines, if any, and otherwise consistent with the Company’s past practice for payment of legal fees for outside counsel), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Deed, excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a proceeding. Expenses also shall include (i) 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, and (ii) Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Deed, by litigation or otherwise, in accordance with Section 16 . Expenses, however, shall not include the amount of judgments or fines against Indemnitee.

(b) The term “Company” shall include, without limitation and in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer shall stand in the same position under the provisions of this Deed with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

(a) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Deed.

Section 11. Form and Delivery of Communications . Any notice, request or other communication required or permitted to be given to the parties under this Deed shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

If to the Company:

Actavis plc

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer and Secretary

Facsimile:

If to Indemnitee:

c/o Actavis plc

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer and Secretary

Section 12. Subsequent Legislation . If the Companies Act 1963 is amended after adoption of this Deed to expand further the indemnification permitted to directors or officers, then the Company shall indemnify Indemnitee to the fullest extent permitted by the Companies Act 1963, as so amended.

Section 13. Effective Date and Release .

This Indemnity shall be effective and shall remain in full force and effect until Indemnitee confirms in writing to the Company that it is released from its obligations hereunder. The resignation of Indemnitee shall not terminate or otherwise prejudice his continuing rights hereunder.

Section 14. Nonexclusivity; No Duplication of Payments .

(a) The provisions for indemnification set forth in this Deed shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Memorandum and Articles of Association (as may be amended from time to time), in any court in which a proceeding is brought, the vote of the Company’s stockholders or disinterested directors, other agreements or otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as director or officer of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration of the Company’s Memorandum or Articles of Association or any other agreement shall adversely affect the rights provided to Indemnitee under this Deed.

(b) The Company shall not be liable under this Deed to make any payment to Indemnitee in respect of any expenses, judgments and fines or any other amounts paid to or incurred by Indemnitee to the extent Indemnitee has otherwise received payment, including, without limitation, under any insurance policy, the Company’s Memorandum or Articles of Association, the organizational documents of any of the Company’s subsidiaries or any agreement between Indemnitee and any of the Company’s subsidiaries (each, an “ Alternative Source ”), for such expenses, judgments and fines or amounts that are otherwise indemnifiable by the Company hereunder. In the event that Indemnitee receives from the Company and an Alternative Source a duplicate payment in respect of the same expenses, judgments and fines or any other amounts incurred by Indemnitee, Indemnitee shall promptly reimburse the Company in the amount of such duplicate payment.

Section 15. Enforcement . The Company shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Deed are not valid, binding and enforceable. The Company agrees that its execution of this Deed shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Deed are unique and special, and that failure of the Company to comply with the provisions of this Deed will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Deed, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Deed.

Section 16. Interpretation .

(a) It is understood that the parties hereto intend this Deed to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

(b) In this Deed any reference to any statute shall be construed as a reference to that statute as extended, modified, replaced or re-enacted from time to time (whether before or after the date hereof) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date hereof).

Section 18. Entire Agreement . This Deed and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Deed.

Section 19. Modification and Waiver . No supplement, modification or amendment of this Deed shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Deed shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 20. Successor and Assigns . All of the terms and provisions of this Deed shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Deed in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 21. Service of Process and Venue . For purposes of any claims or proceedings to enforce this Deed, the Company consents to the jurisdiction and venue of any court of competent jurisdiction in Ireland, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim.

Section 22. Supersedes Prior Agreement . This Deed supersedes any prior deed of indemnification or indemnification agreement between Indemnitee and the Company or its predecessors; provided, however, for the avoidance of doubt, that this Deed does not supersede or otherwise affect Indemnitee’s rights under any indemnification agreement between Indemnitee and Actavis W.C. Holding Inc., a Delaware corporation and wholly-owned subsidiary of the Company.

Section 23. Governing Law . This Deed shall be governed exclusively by and construed according to the laws of Ireland, as applied to contracts between Irish residents entered into and to be performed entirely within Ireland. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any jurisdiction other than Ireland govern indemnification by the Company of its officers and directors, then the indemnification provided under this Deed shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Deed to the contrary.

Section 25. Employment Rights . Nothing in this Deed is intended to create in Indemnitee any right to employment or continued employment.

Section 26. Counterparts . This Deed may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 27. Headings . The section and subsection headings contained in this Deed are for reference purposes only and shall not affect in any way the meaning or interpretation of this Deed.

IN WITNESS WHEREOF, this Deed has been duly executed and delivered to be effective as of the date first above written.


GIVEN UNDER THE COMMON SEAL OF ACTAVIS PLC

By:
	Name:	A. Robert D. Bailey
	Title:	Chief Legal Officer and Corporate Secretary

INDEMNITEE:

By:
	Name:	[ — ]
	Title:	[ — ]

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of March 17, 2015, is made by and between Actavis W.C. Holding Inc., a Delaware corporation (the “Company”), and [ — ] (“Indemnitee”).

WHEREAS, Actavis plc (“Holdco”), a public limited company incorporated under the laws of Ireland, is the Company’s ultimate parent company;

WHEREAS, the Company desires to ensure that Holdco benefits from the services of highly qualified, experienced and otherwise competent persons such as Indemnitee;

WHEREAS, the Company and Indemnitee are aware of provisions under Irish law that limit the level of indemnification available to a director of Holdco;

WHEREAS, the Company previously requested that Indemnitee serve Holdco as a director of Holdco, and, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, in each case whether organized under the laws of the United States, any state thereof, any foreign nation or any political subdivision thereof; and

WHEREAS, Indemnitee desires to be indemnified by the Company and has agreed to become a director of Holdco in reliance upon the Company’s promise to provide indemnification on the basis (i) herein set forth and (ii) set forth in an indemnification agreement between Holdco and Indemnitee.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Generally .

To the fullest extent permitted by the laws of the State of Delaware:

(a) The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that Indemnitee is or was or has agreed to serve at the request of Holdco as a director, officer, employee or agent of Holdco, or while serving as a director or officer of Holdco, is or was serving or has agreed to serve at the request of Holdco as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest extent permitted under Section 102(b)(7) of the General Corporation Law of Delaware (the “DGCL”).

(b) The indemnification provided by this Section 1 shall be from and against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Holdco, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(c) Notwithstanding the foregoing provisions of this Section 1 , in the case of any Proceeding brought by or in the right of Holdco to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of Holdco, or while serving as a director or officer of Holdco, is or was serving or has agreed to serve at the request of Holdco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to Holdco unless, and only to the extent that, the Delaware Court of Chancery 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Delaware Court of Chancery or such other court shall deem proper.

(d) The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of Holdco, and, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(e) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or hereafter have to indemnification by the Company, Holdco or otherwise.

Section 2. Successful Defense; Partial Indemnification . To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 1 of this Agreement or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to Holdco or a plea of guilty or nolo contendere by Indemnitee, (iii) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Holdco, and (iv) with respect to any criminal Proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

Section 3. Determination That Indemnification Is Proper . Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) of this Agreement. Any such determination shall be made (i) by a majority vote of the directors who are not parties to the Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by independent legal counsel, or (iv) by a court of competent jurisdiction.

Section 4. Advance Payment of Expenses; Notification and Defense of Claim .

(a) Expenses incurred by Indemnitee in defending a Proceeding, or in connection with an enforcement action pursuant to Section 5(b) , shall be paid by the Company in advance of the final disposition of such Proceeding within thirty (30) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free.

(b) Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim thereof is to be made against the Company hereunder, notify the Company of the commencement thereof. The failure to promptly notify the Company of the commencement of the Proceeding, or Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is prejudiced in its defense of such Proceeding as a result of such failure.

(c) In the event the Company shall be obligated to pay the Expenses of Indemnitee with respect to a Proceeding, as provided in this Agreement, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (ii) counsel to the Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the Expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. Notwithstanding the foregoing, in the case of clause (iii) of the preceding sentence, Indemnitee acknowledges that, in connection with any one such Proceeding involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Agreement, or separate but substantially similar Proceedings arising out of the same general allegations and involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Agreement, the Company will not be liable for the Expenses of more than one separate firm of attorneys (in addition to any local counsel necessary for the representation). The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

(d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to Holdco, the Company or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of Holdco or the Company, a witness or otherwise participates in any Proceeding at a time when Indemnitee is not a party in the Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 5. Procedure for Indemnification .

(b) The Company’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event within sixty (60) days following receipt of a request for indemnification pursuant to Section 5(a) . The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Company denies such request, in whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and Expenses under Section 4 of this Agreement where the required undertaking, if any, has been received by the Company) that Indemnitee has not met the standard of conduct set forth in Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Company. Neither the failure of the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1 , nor the fact that there has been an actual determination by the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s Expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company.

(c) Subject to the limitations set forth in Section 7 , the Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5 , and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence.

Section 6. Insurance and Subrogation .

(a) The Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Company or Holdco as a director or officer of the Company or Holdco, or is or was serving at the request of Holdco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a proceeding, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.

(b) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Section 7. Limitation on Indemnification . Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

(a) Claims Initiated by Indemnitee . To indemnify or advance Expenses to Indemnitee with respect to a Proceeding (or part thereof) initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company or Holdco, except with respect to a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 7(b) of this Agreement).

(b) Action for Indemnification . To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification in such Proceeding, in whole or in part, or unless and to the extent that the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to indemnity for such Expenses; provided, however, that nothing in this Section 7(b) is intended to limit the Company’s obligation with respect to the advancement of Expenses to Indemnitee in connection with any such Proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 4 of this Agreement.

(c) Section 16 Violations . To indemnify Indemnitee on account of any Proceeding with respect to which final judgment is rendered against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(d) Non-compete and Non-disclosure . To indemnify Indemnitee in connection with Proceedings involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Company, Holdco or any subsidiary of the Company or Holdco or any other applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise, if any.

(e) Additional Limitations . To indemnify Indemnitee with respect to (i) any claim or any part thereof as to which Indemnitee shall have been adjudged by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or failed to act with deliberate intent to cause injury to Holdco or with reckless disregard for the best interests of Holdco or (ii) any obligation of Indemnitee based upon or attributable to Indemnitee gaining in fact any personal gain, profit or advantage to which Indemnitee was not entitled.

Section 8. Certain Settlement Provisions . The Company shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any Proceeding without the Company’s prior written consent, which shall not be unreasonably withheld. The Company shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Section 9. Savings Clause . If any provision or provisions of this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to Expenses, judgments, fines and amounts paid in settlement with respect to any Proceeding, including an action by or in the right of Holdco, to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the full extent permitted by applicable law.

Section 10. Contribution . In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s Expenses, judgments, fines and amounts paid in settlement with respect to any Proceeding, in an amount that is just and equitable in the circumstances, taking into account, among other things, contributions by other directors and officers of the Company or Holdco or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to (i) the failure of Indemnitee to meet the standard of conduct set forth in Section 1 of this Agreement, or (ii) any limitation on indemnification set forth in Section 6(c), 7 or 8 of this Agreement.

Section 11. Certain Definitions . For purposes of this Agreement, the following definitions shall apply:

(a) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or Holdco or otherwise and whether of a civil, criminal, administrative legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company or Holdco, by reason of any action taken by him or of any action on his part while acting as director or officer of the Company or Holdco, or by reason of the fact that he is or was serving at the request of Holdco as a director, officer, employee or agent of any other enterprises, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. If the Company believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this situation shall be considered a Proceeding under this paragraph.

(b) The term “Expenses” shall include all reasonable attorneys’ fees (applying the Company’s billing guidelines, if any, and otherwise consistent with the Company’s past practice for payment of legal fees for outside counsel), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA

excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) 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, and (ii) Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, in accordance with Section 15 . Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(c) The term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, including, without limitation, all penalties and amounts required to be forfeited or reimbursed to the Company or Holdco, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.

(d) The term “Company” shall include, without limitation and in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

(e) The term “other enterprises” shall include, without limitation, employee benefit plans.

(f) The term “serving at the request of Holdco” shall include, without limitation, any service as a director, officer, employee or agent of Holdco which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

(g) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Holdco” as referred to in this Agreement.

Section 12. Form and Delivery of Communications . Any notice, request or other communication required or permitted to be given to the parties under this Agreement shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

If to the Company:

Actavis W.C. Holding Inc.

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer and Secretary

Facsimile:

If to Indemnitee:

c/o Actavis plc

Morris Corporate Center III, 400 Interpace Parkway

Parsippany, NJ 07054

Attn: Chief Legal Officer and Secretary

Section 13. Subsequent Legislation . If the DGCL is amended after adoption of this Agreement to expand further the indemnification permitted to directors or officers, then the Company shall indemnify Indemnitee to the fullest extent permitted by the DGCL, as so amended.

Section14. Nonexclusivity; No Duplication of Payments .

(a) The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, in any court in which a proceeding is brought, the vote of the Company’s stockholders or disinterested directors, other agreements or otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration of the Company’s Certificate of Incorporation or Bylaws or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.

(b) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Expenses, judgments, fines and amounts paid in settlement or any other amounts paid to or incurred by Indemnitee to the extent Indemnitee has otherwise received payment, including, without limitation, under any insurance policy, the Company’s Certificate of Incorporation or Bylaws, Holdco’s Memorandum and Articles of Association (as each may be amended from time to time) or any agreement between Indemnitee and Holdco (each, an “ Alternative Source ”), for such Expenses, judgments, fines and amounts paid in settlement or amounts that are otherwise indemnifiable by the Company hereunder. In the event that Indemnitee receives from the Company and an Alternative Source a duplicate payment in respect of the same Expenses, judgments, fines, amounts paid in settlement or any other amounts incurred by Indemnitee, Indemnitee shall promptly reimburse the Company in the amount of such duplicate payment.

Section 15. Enforcement . The Company shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special, and that failure of the Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement.

Section 16. Interpretation of Agreement . It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

Section 17. Entire Agreement . This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.

Section 18. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 19. Successor and Assigns . All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 20. Service of Process and Venue . For purposes of any claims or proceedings to enforce this agreement, the Company consents to the jurisdiction and venue of any federal or state court of competent jurisdiction in the states of Delaware and New Jersey, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim.

Section 21. Supersedes Prior Agreement . This Agreement supersedes any prior indemnification agreement between Indemnitee and the Company or its predecessors.

Section 22. Governing Law . This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Delaware govern indemnification by the Company of its officers and directors or the officers and directors of Holdco, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.

Section 23. Employment Rights . Nothing in this Agreement is intended to create in Indemnitee any right to employment or continued employment.

Section 24. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 25. Headings . The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[ Signature page follows ]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.


ACTAVIS W.C. HOLDING INC.

By:
	Name:	A. Robert D. Bailey
	Title:	Chief Legal Officer and Corporate Secretary

INDEMNITEE:

By:
	Name:	[ — ]
	Title:	[ — ]

Exhibit 10.3

ACTAVIS plc

THE 2013 INCENTIVE AWARD PLAN

NOTICE OF GRANT AND SIGNATURE PAGE

Congratulations! Actavis plc, a public limited company organized under the laws of Ireland (the “ Company ”), as successor to Actavis, Inc., has granted you (“ Holder ”) an Other Cash-Based Award (the “ Award ”). The Award represents the right to receive an amount in cash upon the attainment of certain performance goals. The Award is subject to the terms and conditions of the Award Agreement and The Amended and Restated 2013 Incentive Award Plan of the Company, as amended from time to time (the “ Plan ”), which are attached hereto as Exhibits 1-A and 1-B, respectively, and of which this Notice of Grant and Signature Page is a part. The Award shall not be exercisable, shall not vest and the restrictions herein shall not lapse and no payments shall be made pursuant hereto prior to the time when the Plan (as amended on July 1, 2014 by the Board of Directors) is approved by the stockholders, which must be within 12 months of July 1, 2014. If stockholder approval of the amended Plan has not been obtained at the end of said 12 month period, this Award shall thereupon be canceled and become null and void. By accepting (or being deemed to have accepted) the Award (including, in the case of Holders residing outside the United States (“ Foreign Holders ”), the Foreign Country Appendix), you represent and warrant to the Company that you have read the Award Agreement (including, in the case of Foreign Holders, the Foreign Country Appendix) and the Plan and agree to be bound by their terms and conditions. Capitalized terms not otherwise defined in this Notice of Grant and Signature Page shall be as defined in the Plan and the Award Agreement.

Subject to the terms and conditions of the Award Agreement (including, in the case of Foreign Holders, the Foreign Country Appendix) and the Plans, the terms and conditions of this Award are set forth below:

Holder’s Name : [ ]

Date of Grant : [ ]

Total Target Award : $[ ]

Non-GAAP EPS Target Award : $[ ]

TSR Target Award : $[ ]

Vesting Terms : The Award is subject to vesting terms and conditions as set forth in the Award Agreement.

Termination : The Award is subject to termination and forfeiture as set forth in Section 2.2 of the Award Agreement.

IN WITNESS WHEREOF, the Company has granted this Award, subject to the terms and conditions set forth herein, on the Date of Grant specified above.

ACTAVIS, INC

Chief Executive Officer and President

Holder’s Signature

Date

EXHIBIT 1-A

OTHER CASH-BASED AWARD AGREEMENT

THIS OTHER CASH-BASED AWARD AGREEMENT (this “ Award Agreement ”), dated as of the Date of Grant appearing on the Notice of Grant and Signature Page hereof, is made by and between Actavis plc, a public limited company organized under the laws of Ireland (the “ Company ”), as successor to Actavis, Inc., and the Employee whose name and signature appears on the Notice of Grant and Signature Page hereof (“ Holder ”).

WHEREAS, the Company wishes to grant to Holder an Other Cash-Based Award (the “ Award ”), pursuant to the terms and conditions and restrictions of the Notice of Grant and Signature Page, this Other Cash-Based Award Agreement (including, in the case of Foreign Holders, the Foreign Country Appendix) and The Amended and Restated 2013 Incentive Award Plan of Actavis plc, as amended from time to time (the terms of which are hereby incorporated by reference and made a part of this Award Agreement, the “ Plan ”); and

WHEREAS, it has been determined that it would be to the advantage and best interest of the Company and its shareholders to grant Holder the Award as an inducement to enter into or remain in the service of the Company or its Subsidiaries and as an incentive for increased efforts during such service.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

GRANT OF AWARD

Section 1.1 – Grant of Award . In consideration of the recitals, Holder’s agreement to remain in the employ of the Company or a Subsidiary, and for other good and valuable consideration, the Company grants to Holder an Award as specified in the Notice of Grant and Signature Page upon the terms and conditions set forth in this Award Agreement (including, the in the case of Foreign Holders, the Foreign Country Appendix).

Section 1.2 - Consideration to the Company . As partial consideration for the grant of the Other Award by the Company, Holder agrees to render faithful and efficient services to the Company or a Subsidiary. Nothing in this Award Agreement or in the Plan shall confer upon Holder any right to continue in the employ or services of the Company or any Subsidiary, or as a director of the Company, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written employment or other agreement between Holder and the Company and any Subsidiary.

Section 1.3 - Adjustments . The Compensation Committee may adjust the Award in accordance with the provisions of Section 12.3 of the Plan. In addition, the Compensation Committee shall equitably adjust or modify the performance goals set forth herein as set forth on the Adjustments and Defined Terms Appendix to this Award Agreement. Notwithstanding anything herein to the contrary, no adjustments shall be made if the effect would be to cause the Award to fail to qualify as performance-based compensation under Section 162(m) of the Code.

ARTICLE II

VESTING AND PAYMENT OF AWARD

Section 2.1 – Vesting.

(a) Upon Completion of Performance Period . Subject to Section 2.1(b) below, as soon as reasonably practicable following the completion of the Non-GAAP EPS Performance Period, the Compensation Committee shall determine the Non-GAAP EPS, the Non-GAAP EPS Vesting Percentage, and the Non-GAAP EPS Vested Award, in each case, as of the last day of the Non-GAAP EPS Performance Period. Subject to Section 2.1(b) below, as soon as reasonably practicable following the completion of the TSR Performance Period, the Compensation Committee shall determine the Relative TSR Percentile Rank, the TSR Vesting Percentage, the TSR Vested Award, and the Total Vested Award in each case, as of the last day of the TSR Performance Period (the “ First Vesting Date ”) and fifty percent (50%) of the Total Vested Award shall thereupon become vested as of such First Vesting Date. The remaining fifty percent (50%) of the Total Vested Award shall become vested as of December 31, 2019 (the “ Second Vesting Date ” and together with the First Vesting Date, the “ Vesting Dates ”), subject to Holder’s continued employment with the Company or any Subsidiary through such date.

(b) Upon Change in Control . Notwithstanding anything in Section 2.1(a) to the contrary, in the event that a Change in Control occurs prior to the completion of a Performance Period, the Compensation Committee shall determine for such incomplete Performance Period, as applicable, the Relative TSR Percentile Rank, the TSR Vesting Percentage, the TSR Vested Award, the Non-GAAP EPS, the Non-GAAP EPS Vesting Percentage, the Non-GAAP EPS Vested Award and the Total Vested Award, in each case, as of the date on which such Change in Control occurs (based on actual performance through such date and assuming that the date of such Change in Control is the last day of the incomplete Performance Period); provided, however , that if Holder’s Total Vested Award, as determined in accordance with the foregoing, is less than Holder’s Total Target Award, as applicable, then Holder shall instead be eligible to receive Holder’s Total Target Award. Fifty percent (50%) of the Total Vested Award or Total Target Award, as applicable (and as determined pursuant to this Section 2.1(b)), shall become vested upon the First Vesting Date, and the remaining fifty percent (50%) of the Total Vested Award or Total Target Award, as applicable (and as determined pursuant to this Section 2.1(b)) shall become vested upon the Second Vesting Date, subject, in each case, to the Holder’s continued employment with the Company or any Subsidiary through the applicable Vesting Date; provided, however , that if Holder incurs a Qualified Termination upon or within two (2) years following a Change in Control and prior to a Vesting Date, the Total Vested Award or Total Target Award, as applicable (and as determined pursuant to this Section 2.1(b)), shall become fully vested upon such Qualified Termination.

Section 2.2 – Forfeiture; Effect of Termination.

(a) Termination of Employment . Subject to Section 2.1(b) above and Section 2.2(b) below, in the event of Holder’s Termination of Employment for any reason prior to a Vesting Date, the then unvested portion of the Award shall automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration therefor and neither the Company nor Holder shall have any further rights or obligations hereunder with respect to such unvested portion of the Award.

(b) Termination due to Death or Disability .

In the event of Holder’s Termination of Employment due to Holder’s death or Disability, in either case, prior to the end of the Non-GAAP EPS Performance Period, the Award shall remain outstanding and eligible to vest in accordance with Section 2.1 above and shall be calculated as follows: following the completion of (a) the Non-GAAP EPS Performance Period, Holder shall be eligible to receive a pro-rated Non-GAAP EPS Award (“ Pro-Rated Non-GAAP EPS Award ”) equal to the sum of (x) the product of (1) fifty percent (50%) of the amount of the Non-GAAP EPS Vested Award determined as of the last day of the Non-GAAP EPS Performance Period in accordance with Section 2.1(a) and (2) a fraction, the numerator of which is the number of days elapsed from the Closing Date through and including the date of the Holder’s death or Disability, as applicable, and the denominator of which is the number of days in the period commencing on the Closing Date and ending on the First Vesting Date, and (y) the product of (1) fifty percent (50%) of the amount of the Non-GAAP EPS Vested Award determined as of the last day of the Non-GAAP EPS Performance Period in accordance with Section 2.1(a) and (2) a fraction, the numerator of which is the number of days elapsed from the Closing Date through and including the date of the Holder’s death or Disability, as applicable, and the denominator of which is the number of days in the period commencing on the Closing Date and ending on the Second Vesting Date; and (b) the TSR Performance Period, Holder shall be eligible to receive a pro-rated TSR Award (a “ Pro-Rated TSR Award ”) equal to the sum of (x) the product of (1) fifty percent (50%) of the amount of the TSR Vested Award determined as of the last day of the TSR Performance Period in accordance with Section 2.1(a) and (2) a fraction, the numerator of which is the number of days elapsed from the Closing Date through and including the date of the Holder’s death or Disability, as applicable, and the denominator of which is the number of days in the period commencing on the Closing Date and ending on the First Vesting Date, and (y) the product of (1) fifty percent (50%) of the amount of the TSR Vested Award determined as of the last day of the TSR Performance Period in accordance with Section 2.1(a) and (2) a fraction, the numerator of which is the number of days elapsed from the Closing Date through and including the date of the Holder’s death or Disability, as applicable, and the denominator of which is the number of days in the period commencing on the Closing Date and ending on the Second Vesting Date.

II.

In the event of Holder’s Termination of Employment due to Holder’s death or Disability, in either case, following the end of the Non-GAAP EPS Performance Period but prior to the First Vesting Date, the Award shall remain outstanding and eligible to vest in accordance with Section 2.1 above and shall be calculated as follows: Holder shall be eligible to receive (a) the Pro-Rated Non-GAAP EPS Vested Award and (b) a Pro-Rated TSR Award.

III.

In the event of Holder’s Termination of Employment due to Holder’s death or Disability, in either case, following the First Vesting Date but prior to the Second Vesting Date, Holder shall be eligible to receive the sum of (a) fifty percent (50%) of the Total Vested Award (as calculated in accordance with Section 2.1(a)) and (b) an amount equal to the product of (x) fifty percent (50%) of the Total Vested Award and (y) a fraction, the numerator of which is the number of days elapsed from the Closing Date through and including

the date of the Holder’s death or Disability, as applicable, and the denominator of which is the number of days in the period commencing on the Closing Date and ending on the Second Vesting Date.

(c) Termination for Cause . In the event of Holder’s Termination of Employment by the Company for Cause prior to the payment of the Award pursuant to Section 2.3 below, the Award shall automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration therefor and neither the Company nor Holder shall have any further rights or obligations hereunder.

(d) For purposes of this Section 2.2, “Termination of Employment” has the definition contained in the Plan; provided, however, that upon the mutual written agreement of the Company and the Holder, Holder’s cessation of employment shall not be considered a Termination of Employment if Holder continues to hold the position of a member of the Board of Directors of the Company as of the employment termination date, or becomes a member of the Board of Directors as of the employment termination date. Any reference to a Termination of Employment shall thereinafter be the date upon which Holder ceases to be a member of the Board of Directors.

Section 2.3 - Payment . Subject to Section 2.2 above, the portion of the Award that becomes vested (i) on the First Vesting Date in accordance herewith shall be paid to Holder within two and one-half (2.5) months following the First Vesting Date and (ii) on the Second Vesting Date in accordance herewith shall be paid to Holder within two and one-half (2.5) months of the Second Vesting Date; provided, however, that if Holder incurs a Qualified Termination upon or within two (2) years following a Change in Control and prior to a Vesting Date, the portion of the Award that becomes vested in accordance herewith shall be paid to Holder within thirty (30) days following such Qualified Termination. Notwithstanding the foregoing, in the event of Holder’s Termination of Employment due to Holder’s death or Disability, any (i) Pro-Rated Non-GAAP EPS Award to which Holder is entitled pursuant to Section 2.2(b)(I) above shall be paid within two and one-half (2.5) months of the last day of the Non-GAAP EPS Performance Period, (ii) Pro-Rated Non-GAAP EPS Vested Award to which Holder is entitled pursuant to Section 2.2(b)(II) above and any Pro-Rated TSR Award to which Holder is entitled pursuant to Section 2.2(b)(I) or (II) above shall be paid within two and one-half (2.5) months of the First Vesting Date and (iii) any Total Vested Award to which Holder is entitled pursuant to Section 2.2(b)(III) above shall be paid within two and one-half (2.5) months of such Holders Termination of Employment. The Award (or vested portion thereof) shall be paid to Holder in cash or a number of shares of Common Stock with an equivalent Fair Market Value, as determined by the Compensation Committee in its sole discretion. Notwithstanding the foregoing, in the event shares of Common Stock are otherwise payable pursuant to the preceding sentence but cannot be issued pursuant to Section 3.2 (a), (b) (c) or (d) hereof, then the shares of Common Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Compensation Committee determines that shares of Common Stock can again be issued in accordance with Section 3.2 (a), (b), (c) or (d) hereof.

Section 2.4 - Grant is Not Transferable . Except as provided herein, Holder (and Holder’s legal representative) shall not sell, exchange, transfer, alienate, hypothecate, pledge, encumber or assign the Award other than by will or the laws of descent and distribution, unless and until shares of Common Stock have been issued pursuant to Section 2.3 above. Neither the Award nor any interest or right therein or part thereof shall be liable for the debts, contracts, or engagements of Holder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) and any attempted disposition thereof shall be null and void and of no effect; provided , however , that, this Section 2.4 shall not prevent transfers subject to the consent of the Compensation Committee, pursuant to a DRO or an analogous non-United States order or procedure.

ARTICLE III

OTHER PROVISIONS

Section 3.1 - Administration . The Compensation Committee shall have the power to interpret the Plan and this Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules and to amend this Award Agreement, provided that the rights or obligations of Holder are not affected adversely. All actions taken and all interpretations and determinations made by the Compensation Committee in good faith shall be final and binding upon Holder, the Company and all other interested persons. No member of the Compensation Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan and the Award.

Section 3.2 - Conditions to Issuance of Stock Certificates . Any Common Stock issuable hereunder may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company and are held as treasury shares available for re-issue. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates (or any account or other evidence representing issuance) for shares of Common Stock or other cash, stock or other property pursuant to this Award Agreement prior to fulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed, if applicable; and

(b) The completion of any registration or other qualification of such shares under any applicable law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, if applicable, or the receipt of further representations from Holder as to investment intent or completion of other actions necessary to perfect exemptions, as the Compensation Committee shall, in its absolute discretion, deem necessary or advisable; and

(c) The obtaining of any approval or other clearance from any governmental agency which the Compensation Committee shall, in its absolute discretion, determine to be necessary or advisable; and

(d) The lapse of such reasonable period of time as the Compensation Committee may from time to time establish for reasons of administrative convenience; and

(e) The receipt by the Company of payment of any applicable withholding tax in accordance with Section 3.7.

Section 3.3 - Rights as Shareholder . Holder shall not be, nor have any of the rights or privileges of, a shareholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the Award or any shares of Common Stock issuable thereunder unless and until any such shares shall have been issued by the Company and held of record by Holder pursuant to Section 2.3. No adjustment to the Award will be made for a dividend or other right for which the record date is prior to the date, if any, the shares of Common Stock are issued, except as provided in Section 12.3 of the Plan. Except as otherwise provided herein, upon the delivery of Common Stock, Holder shall have all the rights of a shareholder with respect to the Common Stock, including the right to vote the Common Stock and the right to receive all dividends or other distributions paid or made with respect to the Common Stock.

Section 3.4 - Notices . Any notice to be given under the terms of this Award Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to Holder shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 3.4, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to Holder shall, if Holder is then deceased, be given to Holder’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 3.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

Section 3.5 - Titles and Construction . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement. This Award Agreement shall be administered, interpreted and enforced under the internal laws of the State of New Jersey, without regard to conflicts of laws thereof.

Section 3.6 - Conformity to Securities Laws . Holder acknowledges that the Plan and this Award Agreement are intended to conform to the extent necessary with all provisions of all applicable laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Award Agreement and the Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 3.7 - Tax Withholding . The Company (or a Subsidiary) shall be entitled to require payment in cash or deduction from any shares of Common Stock or cash payable under this Award or other compensation payable to Holder of any sums required pursuant to applicable tax law to be withheld with respect to the issuance, vesting or payment of this Award or the shares of Common Stock or cash. Except as otherwise provided by the Compensation Committee in its discretion, in satisfaction of the foregoing requirement, the Company shall withhold shares of Common Stock or cash payable under this Award and Holder hereby elects to transfer and deliver to the Company such cash or shares of Common Stock having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan and this Award Agreement, the shares of Common Stock or cash which may be withheld with respect to the issuance, vesting or payment of this Award or the shares of Common Stock in order to satisfy Holder’s income taxes and payroll tax liabilities and, in the case of Foreign Holders, social insurance, with respect to the issuance, vesting or payment of this Award or the shares of Common Stock or cash shall be limited to the number of shares which have a Fair Market Value, or cash with a value, on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for income tax and payroll tax purposes that are applicable to such supplemental taxable income, or such other rate as may be required by applicable law, rule or regulation as determined by the Compensation Committee. If Common Stock is payable under this Award, the Company shall not be obligated to deliver any new certificate representing shares of Common Stock to Holder or Holder’s legal representative or enter such share of Common Stock in book entry form unless and until Holder or Holder’s legal representative shall have paid or otherwise satisfied in full the amount of all taxes applicable to the taxable income of Holder resulting from the grant of the Award or the vesting of the Award or issuance of shares of Common Stock.

Section 3.8 – Authorization to Release Necessary Personal Information .

(a) In the case of Foreign Holders, Holder hereby authorizes and directs Holder’s employer or the entity to which Holder provides services to collect, use and transfer in electronic or other form, any personal information (the “ Data ”) regarding Holder’s employment or services, the nature and amount of Holder’s compensation and the fact and conditions of Holder’s participation in the Plan (including, but not limited to, Holder’s name, home address, telephone number, date of birth, social security number (or other applicable social or national identification number), salary, nationality, job title, number of shares of Common Stock held and the details of all Awards or any other entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and managing Holder’s participation in the Plan. Holder understands that the Data may be transferred to the Company or any of its Subsidiaries, or to any third parties assisting in the implementation, administration and management of the Plan, including any requisite transfer to a broker or other third party assisting with the grant of Awards under the Plan or with whom shares of Common Stock or cash acquired upon settlement of Awards may be deposited. Holder acknowledges that recipients of the Data may be located in different countries, and those countries may have data privacy laws and protections different from those in the country of Holder’s residence. Furthermore, Holder acknowledges and understands that the transfer of the Data to the Company or any of its Subsidiaries, or to any third parties, is necessary for Holder’s participation in the Plan.

(b) Holder may at any time withdraw the consents herein, by contacting Holder’s local human resources representative in writing. Holder further acknowledges that withdrawal of consent may affect Holder’s ability to realize benefits from the Award, and Holder’s ability to participate in the Plan.

Section 3.9 - No Entitlement or Claims for Compensation .

(a) Holder’s rights, if any, in respect of or in connection with Award or any other award is derived solely from the discretionary decision of the Company to permit Holder to participate in the Plan and to benefit from a discretionary award. By accepting this Award, Holder expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional awards to Holder. This Award is not intended to be compensation of a continuing or recurring nature, or part of Holder’s normal or expected compensation, and in no way represents any portion of Holder’s salary, compensation or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

(b) Neither the Plan nor this Award or any other award granted under the Plan shall be deemed to give Holder a right to remain an Employee, Consultant or Director of the Company, a Subsidiary or parent or any other affiliate. The Company and its Subsidiaries, parents and affiliates, as applicable, reserve the right to Terminate the Consultancy, Directorship or Employment of Holder, as applicable, at any time, with or without cause, and for any reason, subject to applicable laws, the Company’s Certificate of Incorporation and Bylaws and a written employment or other agreement (if any), and Holder shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan, this Award or any outstanding award that is forfeited and/or is terminated by its terms or to any future award.

Section 3.10 - Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to Holder’s current or future participation in the Plan by electronic means or to request Holder’s consent to participate in the Plan by electronic means. Holder hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 3.11 - Foreign Country Appendix . In the case of Foreign Holders, notwithstanding any provisions in this Award Agreement, the Award shall be subject to any special terms and conditions set forth in the Foreign Country Appendix to this Award Agreement for Holder’s country of residence. Moreover, if Holder relocates to one of the countries included in the Foreign Country Appendix, the special terms and conditions for such country will apply to Holder, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Foreign Country Appendix constitutes part of this Award Agreement.

ARTICLE IV

DEFINITIONS

Section 4.1 – Definitions . For purposes of this Award Agreement, the following terms shall have their respective meanings set forth below. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan and/or the Notice of Grant and Signature Page, as applicable. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

(a) “ Beginning Stock Price ,” with respect to the Company or any other company in the Peer Group, means the average of the closing sales prices for a share of common stock of the applicable company for the forty-five (45) trading days immediately preceding the beginning of the TSR Performance Period, as reported in the Wall Street Journal or such other source as the Compensation Committee deems reliable.

(b) “ Closing Date ” means the date on which the closing of the merger between the Company and Allergan, Inc. occurs.

(d) “ Ending Stock Price ,” with respect to the Company or any other company in the Peer Group, means the average of the closing sales prices for a share of common stock of the applicable company for the forty-five (45) day period ending on, and inclusive of, December 31, 2018, as reported in the Wall Street Journal or such other source as the Compensation Committee deems reliable.

(e) “ Non-GAAP EPS ” means the Company’s diluted earnings per share adjusted to exclude charges or items from the measurement of performance relating to: (i) amortization expenses, (ii) asset impairment charges and losses /(gains) and expenses associated with the sale of assets, (iii) business restructuring charges associated with the Company’s Global Supply Chain and Operational Excellence Initiatives or other restructurings of a similar nature, (iv) costs and charges associated with the acquisition of businesses and assets including, but not limited to, milestone payments, integration charges, other charges associated with the revaluation of assets or liabilities and charges associated with the revaluation of acquisition related contingent liabilities that are based in whole or in part on future estimated cash flows, (v) litigation charges and settlements and (vi) other unusual charges or expenses.

(f) “ Non-GAAP EPS Performance Period ” shall have the meaning set forth in the Adjustments and Defined Terms Appendix to this Award Agreement.

(g) “ Non-GAAP EPS Target Award ” means the target non-GAAP EPS Award set forth in the Notice of Grant and Signature Page.

(h) “ Non-GAAP EPS Vested Award ” means (i) the Non-GAAP EPS Target Award multiplied by (ii) the Non-GAAP EPS Vesting Percentage.

(i) “ Non-GAAP EPS Vesting Percentage ” shall have the meaning set forth in the Adjustments and Defined Terms Appendix to this Award Agreement.

(j) “ Peer Group ” means those companies which are included in the NYSE Arca Pharmaceutical Index (the “ DRG Index ”) for the entirety of the TSR Performance Period.

(k) “ Performance Period ” means the Non-GAAP EPS Performance Period and/or the TSR Performance Period, as the context may require.

(l) “ Relative TSR Percentile Rank ” means the percentile rank of the Company’s TSR relative to the TSR of the companies in the Peer Group during the TSR Performance Period, determined by the Compensation Committee as set forth on the Adjustments and Defined Terms Appendix to this Award Agreement.

(m) “ Total Target Award ” means the target Award set forth in the Notice of Grant and Signature Page.

(n) “ Total Vested Award ” means the sum of (i) the Non-GAAP EPS Vested Award plus (ii) the TSR Vested Award.

(o) “ TSR ” means total shareholder return as applied to the Company and each of the companies in the Peer Group, and will be determined as set forth on the Adjustments and Defined Terms Appendix to this Award Agreement.

(p) “ TSR Performance Period ” shall have the meaning set forth in the Adjustments and Defined Terms Appendix to this Award Agreement.

(q) “ TSR Target Award ” means the target TSR Award set forth in the Notice of Grant and Signature Page.

(r) “ TSR Vested Award ” means (i) the TSR Target Award multiplied by (ii) the TSR Vesting Percentage.

(s) “ TSR Vesting Percentage ” shall have the meaning set forth in the Adjustments and Defined Terms Appendix to this Award Agreement.

FOREIGN COUNTRY APPENDIX

TO EXHIBIT 1-A

ADDITIONAL TERMS AND CONDITIONS OF THE AWARD AGREEMENT

Terms and Conditions

This Appendix includes additional terms and conditions that govern Awards granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Foreign Country Appendix (the “ Appendix ”) have the meanings set forth in the Plan and/or the Award Agreement.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plans. The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that your Award vests or you sell shares of Common Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently working, the information contained herein may not be applicable to you.

AUSTRALIA

Notifications

Securities Law Information . If you acquire shares of Common Stock pursuant to an Award and you offer the shares of Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on disclosure obligations prior to making any such offer.

Exchange Control Information . Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, you will be required to file the report.

BRAZIL

Notifications

Exchange Control Information. If you are a resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000.

CANADA

Notifications

French Language Provision . The following provisions will apply if you are a resident of Quebec:

The parties acknowledge that it is their express wish that this Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la redaction en anglais de cette convention (“Award Agreement”), ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Termination of Service . This provision replaces Section 2.2 of the Award Agreement:

In the event of Termination of Employment, Consultancy or Directorship, as applicable, for any reason (whether or not in breach of local labor laws), the Award (to the extent unvested) shall be immediately forfeited without consideration. For purposes of the preceding sentence, your right to vest in your Award will terminate effective as of the date that is the earlier of (1) the date you receive notice of Termination of Employment, Consultancy or Directorship, as applicable, from the Company or the employer, or (2) the date you are no longer actively employed, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to statutory law, regulatory law and/or common law); the Company shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Award.

Authorization to Release and Transfer Necessary Personal Information . This provision supplements the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. You further authorize the Company, or any Subsidiary and the Compensation Committee to disclose and discuss the Plan with their advisors. You further authorize the Company and any Subsidiary to record such information and to keep such information in your employee file.

CHINA

Terms and Conditions

Settlement of Award and Sale of Shares of Common Stock . This provision supplements the Award Agreement.

Due to local regulatory requirements, upon the vesting of Award, you agree to the immediate sale of any shares of Common Stock to be issued to you upon vesting of the Award. You further agree that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such shares of

Common Stock (on your behalf pursuant to this authorization) and you expressly authorize the Company’s designated broker to complete the sale of such shares of Common Stock. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. Upon the sale of the shares of Common Stock, the Company agrees to pay you the cash proceeds from the sale of the shares of Common Stock, less any brokerage fees or commissions and subject to any obligation to satisfy any income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you. You acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of this Award Agreement.

Exchange Control Requirements . You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate the cash proceeds from the immediate sale of the shares of Common Stock upon the vesting of the Award to China. You further understand that, under local law, such repatriation of your cash proceeds may need to be effectuated through a special exchange control account established by the Company or Subsidiary, and you hereby consent and agree that any proceeds from the sale of any shares of Common Stock you acquire upon the vesting of the Award may be transferred to such special account prior to being delivered to you. You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

FRANCE

Notifications

Tax Information . The Award is not intended to be a French tax-qualified award.

Terms and Conditions

French Language Provision . By signing and returning this Award Agreement, you confirm having read and understood the documents relating to the Plan which were provided to you in English language. You accept the terms of those documents accordingly.

French translation: En signant et renvoyant ce Contrat vous confirmez ainsi avoir lu et compris les documents relatifs au Plan qui vous ont été communiqués en langue anglaise. Vous en acceptez les termes en connaissance de cause.

GERMANY

Exchange Control Information . Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If you use a German bank to transfer a cross-border payment in excess of €12,500 in connection with the sale of shares of Common Stock acquired under the Plan, the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis.

GREECE

There are no country specific provisions.

ICELAND

There are no country specific provisions.

INDIA

Notifications

Exchange Control Information . You understand that you must repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan to India and convert the proceeds into local currency within 90 days of receipt. You will receive a foreign inward remittance certificate (“ FIRC ”) from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

IRELAND

Terms and Conditions

Restriction on Type of Shares Issued to Directors. If you are a director or shadow director of the Company or an Irish Subsidiary or Affiliate of the Company, your Award will be paid in cash or newly issued shares only. Treasury shares will not be used to satisfy the Award.

Notifications

Director Notification Obligation. If you are a director, shadow director or secretary of the Company or an Irish Subsidiary or Affiliate of the Company, you must notify the Company and/or the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest in the Company (e.g., the Award, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

MALTA

There are no country specific provisions.

NEW ZEALAND

There are no country specific provisions.

NORWAY

There are no country specific provisions.

POLAND

Notifications

Exchange Control Information . If you hold foreign securities (including shares of Common Stock) and maintain accounts abroad, you may be required to file certain reports with the National Bank of

Poland. Specifically, if the value of securities and cash held in such foreign accounts exceeds €10,000, you must file reports on the transactions and balances of the accounts on a quarterly basis by the 20th day of the month following the end of each quarter and an annual report by no later than January 30 of the following calendar year. Such reports are filed on special forms available on the website of the National Bank of Poland.

SOUTH AFRICA

Terms and Conditions

Taxes . The following provision supplements Section 3.7 of the Award Agreement:

By accepting the Award, you agree that, immediately upon the vesting of the Award, you will notify the Company of the amount of any gain realized. If you fail to advise the Company of the gain realized upon vesting, you may be liable for any applicable fines and penalties. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld.

Notifications

Exchange Control Information . Because no transfer of funds from South Africa is required under the Award, no filing or reporting requirements should apply when the Award is granted or when the Award vests. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the Award to ensure compliance with current regulations. You are responsible for ensuring compliance with all exchange control laws in South Africa.

SWEDEN

There are no country specific provisions.

SWITZERLAND

Securities Law Information . The grant of the Award is considered a private offering in Switzerland and is, therefore, not subject to registration in Switzerland.

TURKEY

There are no country specific provisions.

UNITED KINGDOM

Terms and Conditions

Sub-Plan. All references in the Award Agreement, Notice of Grant and Instructions to the “Plan” should be replaced with references to the UK specific sub-plan to The 2013 Incentive Award Plan of Actavis plc (the “Plan”), as appended to the Plan (the “Sub-Plan”). Only Employees shall be entitled to receive Awards and all references in the Award Agreement to your service shall be replaced with references to your employment.

ANNEX 1 TO FOREIGN COUNTRY APPENDIX

Countries where cash or shares may be paid in settlement of the Award, in Company’s discretion

Those countries not included in Annex 2

ANNEX 2 TO FOREIGN COUNTRY APPENDIX

Countries where cash must be paid in settlement of the Award

Greece

South Africa

ADJUSTMENTS AND DEFINED TERMS APPENDIX

TO EXHIBIT 1-A

ADJUSTMENTS; DEFINED TERMS

Adjustments

The Compensation Committee shall equitably adjust or modify the performance goals set forth herein in connection with one or more of the following events: (i) asset write-downs; (ii) significant litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting standards or principles, or other laws or regulatory rules affecting reporting results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year or period; (vi) acquisitions or divestitures; (vii) any other specific, unusual, or nonrecurring events or objectively determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company’s fiscal year.

Defined Terms

“ Non-GAAP EPS Performance Period ” means the period beginning on the Closing Date and ending on December 31, 2017.

“ Non-GAAP EPS Vesting Percentage ” means a function of the Company’s Non-GAAP EPS during the Non-GAAP EPS Performance Period and shall be determined as set forth below:

In the event that the Non-GAAP EPS is less than $ , the Non-GAAP EPS Vesting Percentage shall be equal to 0%. In the event that Non-GAAP EPS during the Non-GAAP EPS Performance Period falls between the Threshold Level and the Target Level, the Non-GAAP EPS Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and the Target Level Non-GAAP EPS Vesting Percentages specified above. In the event that Non-GAAP EPS during the Non-GAAP EPS Performance Period falls between the Target Level and the Maximum Level, the Non-GAAP EPS Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and the Maximum Level Non-GAAP EPS Vesting Percentages specified above.

“ Relative TSR Percentile Rank ” means the percentile rank of the Company’s TSR relative to the TSR of the companies in the Peer Group during the TSR Performance Period, determined by the Compensation Committee as follows: (i) first, the Compensation Committee will rank the TSR of the Company and the companies in the Peer Group (with the company having the lowest TSR being ranked number 1, the company with the second-lowest TSR being ranked number 2, and so on) and (ii) second,

the Company’s Relative TSR Percentage Rank will be determined by dividing (a) the Company’s position in such ranking by (b) the total number of companies in the Peer Group (including, for these purposes, the Company) and rounding to the nearest hundredth.

“ TSR ” means total shareholder return as applied to the Company and each of the companies in the Peer Group, and will be equal to (i) (a) the applicable Ending Stock Price minus the applicable Beginning Stock Price, plus (b) dividends paid with respect to a record date occurring during the TSR Performance Period, divided by (ii) the applicable Beginning Stock Price. For purposes of calculating TSR:

(1) Any dividend paid in cash shall be valued at its cash amount. Any dividend paid in securities with a readily ascertainable fair market value shall be valued at the market value of the securities as of the dividend record date.

(2) If any company included in the Peer Group on the Date of Grant (and any successor to such company) does not have a common stock price that is quoted on a national securities exchange at the end of the TSR Performance Period, then such company will be removed from the Peer Group; provided that if any company included in the Peer Group on the Date of Grant (and any successor to such company) (a) files for bankruptcy, reorganization or liquidation under any chapter of the U.S. Bankruptcy Code, (b) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days, (c) is the subject of a shareholder approved plan of liquidation or dissolution or (d) ceases to conduct substantial business operations, the TSR of such company shall be zero (0) for purposes of determining Relative TSR Percentile Rank.

(3) The Compensation Committee may equitably adjust the TSR of any company in the Peer Group in accordance with the Award Agreement.

“ TSR Performance Period ” means the period beginning on the Closing Date and ending on December 31, 2018.

“ TSR Vesting Percentage ” means a function of the Company’s Relative TSR Percentile Rank during the TSR Performance Period and shall be determined as set forth below:

In the event that the Relative TSR Percentile Rank is less than the th percentile, the TSR Vesting Percentage shall be equal to 0%. In the event that the Relative TSR Percentile Rank during the TSR Performance Period falls between the Threshold Level and the Target Level, the TSR Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and the Target Level TSR Vesting Percentages specified above. In the event that the Relative TSR Percentile Rank during the TSR Performance Period falls between the Target Level and the Maximum Level, the TSR Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and the Maximum Level TSR Vesting Percentages specified above. For the avoidance of doubt, notwithstanding the Relative TSR Percentile Rank, in the event the Company’s TSR for the TSR Performance Period is a negative number, the TSR Vesting Percentage shall not exceed 100%.

Exhibit 99.1

LOGO

NEWS RELEASE


		CONTACTS:				Actavis
						Investors:
						Lisa DeFrancesco
						(862) 261-7152
						Media:
						Charlie Mayr
						(862) 261-8030
						David Belian
						(862) 261-8141

Actavis Completes Allergan Acquisition

- Combination Creates One of the Fastest Growing, Most Dynamic Pharmaceutical Companies in Global Healthcare -

- Leading Positions in Eye Care, Neurosciences/CNS, Medical Aesthetics/Dermatology/Plastic Surgery, Women’s

Health, Gastroenterology and Urology -

- Expanded International Presence in Approximately 100 Countries -

- Deep Commitment to Partnering with Physicians, Pharmacists and Patients to Deliver Innovative Treatments -

- Larger Development-focused Innovative Pipeline -

- Experienced Leadership Team Leverages Strength from Both Companies -

DUBLIN, Ireland – March 17, 2015 – Actavis plc (NYSE: ACT) today announced that it has completed the acquisition of Allergan, Inc. (NYSE: AGN) in a cash and equity transaction valued at approximately $70.5 billion. The combination creates one of the world’s top 10 pharmaceutical companies by sales revenue, with combined annual pro forma revenues of more than $23 billion anticipated in 2015.

“The combination of Actavis and Allergan creates an exceptional global pharmaceutical company and a leader in a new industry model – Growth Pharma,” said Brent Saunders, CEO and President of Actavis. “Anchored by world-renowned brand franchises, a leading global generics business, a premier pharmaceutical development pipeline and an experienced management team committed to maintaining highly efficient operations across the organization, we are creating an unrivaled foundation for long-term growth.

“Our combined company will be built around a customer-focused commitment to partnering with physicians, pharmacists and patients to deliver innovative treatments and enhance access to important therapies around the world. We have industry-leading global commercial strength, with sustainable blockbuster brand franchises in key therapeutic categories and broad commercial reach extending across approximately 100 countries. Our experienced field-based representatives will continue to deliver exceptional support on a broad range of products to physicians and specialists around the world. And our powerful global supply chain is broadly recognized as a world leader, with continued excellence in quality and customer service.

“Supporting the growth of this innovative industry model is our strategically focused R&D engine, built on novel compounds in specialty and primary care markets where there is significant unmet medical need, and fueled by approximately $1.7 billion in annual investment. With an innovative product development portfolio exceeding 20 near-term projects and a world-class generics pipeline, which continues to hold an industry-leading position in First-to-File opportunities in the U.S. and more than 1,000 marketing authorizations globally, we are uniquely positioned within our industry to ensure our development activities support sustainable long-term organic growth.

“With the acquisition now complete, we will immediately begin implementing our comprehensive integration plans to ensure that we leverage our strengthened global organization to generate sustainable organic earnings growth from our newly expanded base, and continue our ascent into the fastest-growing and most dynamic growth pharmaceutical company in global healthcare.”

Financially Compelling Transaction

Actavis continues to expect the transaction to generate double-digit accretion to non-GAAP earnings within the first 12 months, including approximately $1.8 billion in operating and financial synergies to be realized within one year following the close. These synergies exclude any additional revenue or manufacturing synergies, and are in addition to the $475 million of annual savings previously announced by Allergan in connection with Project Endurance. Actavis further expects to generate strong operating cash flow in excess of $8 billion in 2016, which would enable the Company to rapidly de-lever the balance sheet.

Review of the Benefits of the Acquisition

The combination of Actavis and Allergan creates a pharmaceutical business with a growth profile unparalleled within the industry.

Significantly Expanded Brand Pharmaceutical Portfolio Supported by a World-Class Sales and Marketing Organization

The close of the transaction creates an exceptional global brand pharmaceutical business with leading positions in key therapeutic categories. The company has six blockbuster franchises with combined pro forma 2015 revenues of approximately $15 billion expected, including franchises with annual revenues in excess of $3 billion in Eye Care, Neurosciences/CNS and Medical Aesthetics/Dermatology/Plastic Surgery, as well as a portfolio of world-renowned brands including BOTOX®, RESTASIS®, JUVEDERM®, NAMENDA XR®, LINZESS® and LO LOESTRIN® Fe among others.

The combined company will continue to be recognized for its strong commitment as the partner of choice with physicians, specialists, pharmacists, regulators and patients. The combination is committed to creating the best customer experience, based on deeply-held relationships with customers and colleagues in approximately 100 countries around the world. The company’s experienced sales and marketing organization will continue to deliver exceptional support to more than a dozen medical specialists, including primary care physicians, ophthalmologists, optometrists, retinal specialists, neurologists, psychiatrists, dermatologists, aesthetic surgeons, medical aesthetic professionals, plastic surgeons, gastroenterologists, pulmonologists, OB-GYNs, urologists, cardiologists, infectious disease specialists, pain specialists and rehabilitation specialists.

Enhanced Commercial Opportunities across Global Markets

The combination greatly enhances Actavis’ international commercial opportunities. The company has an expanded commercial presence now including approximately 100 countries, with an enhanced presence across Canada, Europe, Southeast Asia and Latin America and a strong footprint in China and India. The combined company will benefit from Allergan’s global brand equity, industry-leading consumer marketing capabilities and strong consumer awareness of key Allergan products in global markets, including BOTOX®, RESTASIS®, JUVEDERM®, LATISSE®, NATRELLE® and others. On a pro forma basis, the company is expected to have approximately $5 billion in 2015 international revenue, and will have the unique opportunity to drive continued growth in international markets through its enhanced portfolio of brands, generics, branded-generic and over-the-counter products.

Strengthened and Expanded Pharmaceutical R&D Pipeline

The combined company will provide a strong commitment to R&D, with an exceptional level of investment of approximately $1.7 billion expected in 2015, focused on the strategic development of innovative and durable value-enhancing products within brands, generics, biologics and OTC portfolios. The company has more than 20 innovative products in near- or mid-term development, including Cariprazine, Eluxadoline, Esmya, Aczone X and Darpin AMD, among other promising candidates. The company’s pipeline is strategically focused within its core therapeutic areas, with key candidates in Dermatology and Aesthetics, Eye Care, CNS, GI, Anti-infectives, Women’s Health and Urology. The Company’s generics pipeline is also positioned to deliver sustainable growth, with approximately 230 Abbreviated New Drug Applications pending at FDA, including approximately 70 first-to-file applications, as well as nearly 1,000 marketing authorization applications filed outside of the U.S. in 2014.

Commitment to Being the Partner of Choice for Physicians, Patients and the Medical Community

The combined company will retain Allergan’s foundational commitment to being the partner of choice for physicians, patients and the medical community. The Company will continue to foster deep engagement with medical specialists, listening closely to their needs to help advance patient care and deliver treatments that address significant unmet medical needs. In addition, the Company will continue to go above and beyond to provide education and information - with the highest level of integrity - that helps patients fully understand the choices available to them and make well-informed treatment decisions with their doctors. Through these essential partnerships, the Company will continue to bring to bear scientific excellence and rigor to deliver leading products that improve patient outcomes.

Strong Combined Global Leadership Team with Deep Experience across the Business

The combined company’s expanded senior management team is comprised of leaders from both Actavis and Allergan. It is structured to leverage the strong talent from both organizations to ensure that the new company capitalizes on its expanded global commercial footprint and the proven track record of Allergan’s powerful and critically important product franchises, while maintaining Actavis’ continued dominance as a world leader in generics. With this structure in place beginning on Day 1, the company is immediately positioned to maximize growth across all of its global businesses.

About Actavis

Actavis plc (NYSE: ACT), headquartered in Dublin, Ireland, is a unique, global pharmaceutical company and a leader in a new industry model – Growth Pharma. Actavis is focused on developing, manufacturing and commercializing innovative branded pharmaceuticals, high-quality generic and over-the-counter medicines and biologic products for patients around the world.

Actavis markets a portfolio of best-in-class products that provide valuable treatments for the central nervous system, eye care, medical aesthetics, gastroenterology, women’s health, urology, cardiovascular and anti-infective therapeutic categories, and operates the world’s third-largest global generics business, providing patients around the globe with increased access to affordable, high-quality medicines. Actavis is an industry leader in research and development, with one of the broadest development pipelines in the pharmaceutical industry and a leading position in the submission of generic product applications globally.

With commercial operations in approximately 100 countries, Actavis is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives.

Actavis intends to adopt a new global name – Allergan – pending shareholder approval in 2015.

For more information, visit Actavis’ website at www.actavis.com .

Forward-Looking Statement

Statements contained in this press release that refer to future events or other non-historical facts are forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Actavis disclaims any intent or obligation to update these forward-looking statements. Actual results may differ materially from Actavis’ current expectations depending upon a number of factors affecting Actavis’ business. These factors include, among others, the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Actavis’ products; risks associated with acquisitions, mergers and joint ventures; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Actavis’ periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis’ Annual Report on Form 10-K for the year ended December 31, 2014. Except as expressly required by law, Actavis disclaims any intent or obligation to update these forward-looking statements.

Exhibit 99.2

LOGO

NEWS RELEASE


		CONTACTS:				Actavis
						Investors:
						Lisa DeFrancesco
						(862) 261-7152
						Media:
						Charlie Mayr
						(862) 261-8030
						David Belian
						(862) 261-8141

Actavis Announces Michael R. Gallagher and Peter J. McDonnell to Join Board of Directors

DUBLIN, Ireland – March 17, 2015 – Actavis plc (NYSE: ACT) today announced that two former members of the Allergan Board of Directors - Michael R. Gallagher, Lead Independent Director, and Peter J. McDonnell, M.D. - have been named to the Actavis Board of Directors. David E.I. Pyott, Chairman and Chief Executive Officer of Allergan, has elected not to join the combined company’s Board of Directors, but will continue to serve as Chairman of The Allergan Foundation, a U.S.-based, private charitable foundation committed to providing a lasting and positive impact in the communities in which Allergan, Inc. employees live and work.

In addition to Mr. Gallagher and Dr. McDonnell, the Actavis Board includes Paul M. Bisaro Executive Chairman; Brenton L. Saunders, CEO and President; Catherine M. Klema, Nesli Basgoz, M.D., James H. Bloem, Christopher W. Bodine, Christopher J. Coughlin, Patrick J. O’Sullivan, Ronald R. Taylor, and Fred G. Weiss. On February 5, 2015, in preparation for the closing of the acquisition of Allergan, the Actavis Board of Directors voted to reduce the Actavis Board from 14 members to 12, and announced the voluntary resignation of Tamar D. Howson, John A. King, Jiri Michal and Andrew L. Turner, effective upon the close of the transaction.

“The addition of Michael and Peter brings significant experience from Allergan to our Board, and I welcome their insights and expertise as we combine our two dynamic organizations,” said Brent Saunders, CEO and President of Actavis. “I want to thank the entire Allergan Board for their stewardship to Allergan shareholders in building a strong and successful company. I also want to thank Tamar, John, and Jiri for serving on our Board since the acquisition of Warner Chilcott and guiding the foundational combination that expanded Actavis’ position of leadership in key brand therapeutic categories, as well as Andy Turner, whose years of service, including previously as Chairman of the Board, have been instrumental as we have dramatically reshaped our Company.

“Finally, I want to offer my sincere appreciation to David Pyott for his support and hard work in leading Allergan to this historic combination. His tremendous leadership and impact during his more than 17 years with the company have transformed Allergan into one of the leading healthcare companies in the world. Since we announced the proposed acquisition last year, I have had the opportunity to work with David on an almost daily basis and appreciate his enthusiasm, counsel and hard work in helping to plan for the coming together of our two companies, ensuring that we will realize the full potential of the historic combination of Actavis and Allergan beginning on Day 1.”

“I am pleased that Michael and Peter will be joining the Board of the combined company. Their exceptional qualifications – in particular Michael’s nearly two decades on the Allergan Board and Peter’s leading stature in Ophthalmology – have been valuable contributors to Allergan’s tremendous achievements during the last several years and will be critical in ensuring the continued success of the new company going forward,” said David Pyott, Chairman and CEO of Allergan. “Personally, I am excited for the opportunity to pursue new interests, including my work with a few public company boards, several universities in the U.S. and the UK and ophthalmic charities whose goals are to improve eye health in emerging markets. To this end, I am very pleased to be continuing as Chairman of the Board of The Allergan Foundation, where I can continue its important work. I have been honored to work closely with Brent, Paul and members of the management teams of both companies as we have focused on the integration efforts to bring these two exceptional organizations together in a way that will position it for continued long-term growth.”

New Members of the Board of Directors

Michael R. Gallagher

Mr. Gallagher was elected to the Allergan Board in 1998, and served as its Lead Independent Director and Chair of the Organization and Compensation Committee. In 2004, Mr. Gallagher retired as Chief Executive Officer and as a Director of Playtex Products, Inc. Prior to joining Playtex in 1995, Mr. Gallagher was Chief Executive Officer of North America for Reckitt & Colman plc; President and Chief Executive Officer of Eastman Kodak’s subsidiary, L&F Products; President of the Lehn & Fink Consumer Products Division at Sterling Drug, General Manager of the Household Products Division of the Clorox Company, and Brand Manager of The Procter & Gamble Company. Mr. Gallagher is a member and past Chairman of the Board of Advisors of the Haas School of Business, University of California, Berkeley.

Peter J. McDonnell, M.D.

Dr. McDonnell was appointed to the Allergan Board in 2013, and served on the Corporate Governance and Compliance Committee and the Science and Technology Committee. Dr. McDonnell is the Director and William Holland Wilmer Professor of the Wilmer Eye Institute of the Johns Hopkins University School of Medicine since 2003. Dr. McDonnell also serves as the Chief Medical Editor of Ophthalmology Times since 2004, and has served on the editorial boards of numerous ophthalmology journals. Dr. McDonnell also served as the Assistant Chief of Service at the Wilmer Institute from 1987 to 1988. He served as a consultant to the United States Department of Health and Human Services in 1996. Dr. McDonnell served as a full-time faculty at the University of Southern California from 1988 until 1999, where he advanced to the rank of professor in 1994.

Dr. McDonnell is an international leader in corneal transplantation, laser refractive surgery and the treatment of dry eye. Dr. McDonnell’s research interests include the causes and correction of refractive error, corneal wound healing and microbial keratitis. In 1999, Dr. McDonnell was named the Irving H. Leopold Professor and Chair of the Department of Ophthalmology at the University of California-Irvine. He is the recipient of research grants from the National Eye Institute, Research to Prevent Blindness, and other funding agencies. He has published over 250 scientific articles and holds four patents. The American Academy of Ophthalmology honored him with the Honor Award in 1991 and the Senior Achievement Award in 2001. In 2003, he received the Alcon Research Institute Award. Dr. McDonnell has served on the editorial boards of six ophthalmology journals. Dr. McDonnell is a member of many professional ophthalmology and medical societies.

About Actavis

Actavis intends to adopt a new global name – Allergan – pending shareholder approval in 2015.

For more information, visit Actavis’ website at www.actavis.com .

Forward-Looking Statement