REG-Zoetis Inc. Zoetis to Acquire Nexvet for US$6.72 in Cash Per Share <Origin Href="QuoteRef">ZTS.N</Origin> - Part 6

ZoetisAnnouncement

13/04/2017 14:30

- Part 6: For the preceding part double click  ID:nBw2hg9DYe 

notebooks, data and other requested materials and all regulatory
communications with and from Governmental Body and review authorities
including but not limited to the FDA and IACUC, concerning the Target Product,
Target Product Studies and Target Product development (collectively “Study
Materials”). The Study Materials provided, when taken collectively,
accurately, fairly and completely in all material respects reflect the results
from and plans for the Studies and Target Product development. Target has no
knowledge of any other undisclosed material Studies, the results of which are
inconsistent with, or otherwise call into question, the Study Materials.
Except as reflected in the Study Materials, Target is not aware of any facts
or circumstances that would reasonably be expected to materially and adversely
affect the ability of Target or any of its Subsidiaries to receive or that
would otherwise delay the receipt of regulatory approval for the marketing and
commercialisation of the Target Products, beyond the risks and uncertainties
that are generally present for product candidates subject to approval by a
Governmental Body, including the potential for later study results to differ
from preliminary or earlier-stage results, and for differing interpretations
of data. All Studies concerning the Target Products have and are being
conducted in accordance in all material respects with the applicable
protocols, all applicable Laws, ethical and veterinary standards, and the
Governmental Body and other review authority, including IACUC, requirements.
All Government Authorisations required to conduct the Study have been obtained
and maintained in good standing for the duration of the Study.

(vi) No member of the Target Group nor, to Target’s Knowledge, any
third-party providing services related to the Products has received any
written or other notice or communication from a Governmental Body, including
the FDA and United States Department of Agriculture, or any review authority,
including an IACUC, or other person or entity responsible for the oversight or
conduct of any Study, requiring or threatening the termination, suspension,
material modification, restriction, delay, hold of, or otherwise rejecting any
Study that was, is planned to be, or is being conducted.

(vii) Target Group and its Subsidiaries have provided full and complete copies
of all information, analysis, data, surveys, interviews, and other research
materials commissioned or possessed by the Target Group relating to definition
and size of markets for Target Products, customer demographics and
preferences, revenue models and projections, competitive products, market
trends and projections and all other information related to the introduction,
marketing, promotion and sale of Target Products (“Market Research”).

(viii) No member of the Target Group has, and to Target’s Knowledge, no
Target Group officer, director, employee, agent, or third-party providing
services related to the Products, has made an untrue statement of a material
fact or fraudulent or misleading statement to a Governmental Body, failed to
disclose a material fact required to be disclosed to a Governmental Body, or
otherwise committed an act, made a statement, or failed to make a statement
that would reasonably be expected to provide a basis for the FDA to invoke its
policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and
Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September
10, 1991) and any amendments thereto (the “FDA Ethics Policy”). No member
of the Target Group nor, to Target’s Knowledge, any Target Group officer,
director, employee, agent, or third-party providing services related to the
Products is or has been under investigation, had any action pending or
threatened relating to the FDA Ethics Policy, or resulting from any other
untrue, fraudulent, misleading, or false statement or omission, including data
fraud.

(q) Real Property.

(i) Clause 6.1(q)(i) of Part A of the Target Disclosure Letter sets forth a
correct and complete list of all real property owned by Target or any
Subsidiary (such property collectively, the “Owned Real Property”). With
respect to the Owned Real Property, either Target or a Subsidiary of Target
has good and valid title to such Owned Real Property, free and clear of all
Encumbrances, other than Permitted Encumbrances. As of the date hereof,
neither Target nor any of its Subsidiaries has received notice of any pending,
and to the Knowledge of Target there is no threatened, condemnation proceeding
with respect to any Owned Real Property.

(ii) Clause 6.1(q)(ii) of Part A of the Target Disclosure Letter sets forth a
correct and complete list of each material lease, sublease, licence and other
agreement under which Target or any of its Subsidiaries uses or occupies or
has the right to use or occupy any material real property at which the
material operations of Target and its Subsidiaries are conducted (such
property collectively, the “Leased Real Property”). Each material lease,
sublease, licence and other agreement with respect to such Leased Real
Property is valid, binding and in full force and effect and no uncured default
of a material nature on the part of Target or, if applicable, its Subsidiaries
or, to the Knowledge of Target, the landlord thereunder exists with respect to
any Leased Real Property. Target and each of its Subsidiaries has a good and
valid leasehold interest, subject to the terms of any lease, sublease or other
agreement applicable thereto, in each parcel of Leased Real Property, free and
clear of all Encumbrances, except for Permitted Encumbrances. As of the date
hereof, neither Target nor any of its Subsidiaries has received notice of any
pending, and, to the Knowledge of Target, there is no threatened, condemnation
proceeding with respect to any Leased Real Property.

(r) Product Distribution. No Person has entered into any Contract with any
member of the Target Group to distribute any Target Products or has any right
or option to distribute any Target Products.

(s) Related Party Transactions. As of the date of this Agreement, there are no
Contracts between Target or any of its Subsidiaries, on the one hand, and any
Affiliate of Target (other than a Subsidiary of Target), on the other hand,
that would be required to be disclosed under Item 404 of Regulation S-K of the
Exchange Act.

(t) Insurance. All current, material insurance policies and Contracts (or
replacements thereof) of Target and its Subsidiaries are in full force and
effect and are valid and enforceable and cover against the risks as are
customary in all material respects for companies of similar size in the same
or similar lines of business and all premiums due thereunder have been paid.
Neither Target nor any of its Subsidiaries has received notice of cancellation
or termination with respect to any material third party insurance policies or
Contracts (other than in connection with normal renewals of any such insurance
policies or Contracts).

(u) Opinion of Financial Adviser. The Target Board has received the opinion of
Evercore Group L.L.C., dated the date of this Agreement, to the effect that,
as of such date and based upon and subject to the assumptions and limitations
set forth in the opinion, the Consideration is fair to the Target Shareholders
from a financial point of view.

(v) Finders or Brokers. Except for Evercore Group L.L.C. and Cowen and
Company, LLC, neither Target nor any of its Subsidiaries has employed any
investment banker, broker or finder in connection with the Transactions who
might be entitled to any fee or any commission in connection with or upon
consummation of the Acquisition.

(w) Information Provided. The information relating to the members of the
Target Group to be contained in the Scheme Document, the Proxy Statement and,
if applicable, the Takeover Offer Documents (including in each case any
amendments or supplements thereto) and any other documents filed with the High
Court or pursuant to the Takeover Rules, in connection with this Agreement,
will not, on the date the Scheme Document, the Proxy Statement, or the
Takeover Offer Documents, as applicable, is first posted or disseminated to
Target Shareholders and at the time of the Scheme Meeting and the EGM, contain
any untrue statement of any material fact, or omit to state any material fact
necessary in order to make the statements therein not false or misleading at
the time and in light of the circumstances under which such statement is made.
The Proxy Statement will comply in all material respects as to form with the
requirements of the Exchange Act and with relevant regulations promulgated
thereunder.

(x) No Other Representations. Except for the representations and warranties
contained in this Clause 6.1 or in any certificates delivered by Target in
connection with the Completion, Zoetis acknowledges that neither Target nor
any Representative of Target makes any other express or implied representation
or warranty with respect to Target or any of its Subsidiaries or with respect
to any other information provided or made available to Zoetis in connection
with the Transactions, including any information, documents, projections,
forecasts or other material made available to Zoetis or to Zoetis’
Representatives in certain “data rooms” or management presentations in
expectation of the Transactions.

6.2 Zoetis Warranties

Except as disclosed in the forms, documents and reports (including exhibits
and other information incorporated therein) filed or furnished by Zoetis with
the SEC since January 1, 2017 and publicly available prior to the date hereof
(but excluding any disclosures in any “risk factors” section, any
disclosures in any “forward-looking statements” section and any other
disclosures included therein to the extent they are predictive or
forward-looking in nature), Zoetis and Zoetis Bidco represent and warrant to
Target as of the date hereof as follows:

(a) Qualification, Organisation, etc. Each of Zoetis and Zoetis Bidco are
legal entities duly organised, validly existing and in good standing under the
Laws of their jurisdictions of organisation and have all requisite corporate
or similar power and authority to own, lease and operate their properties and
assets and to carry on their business as presently conducted and are qualified
to do business and are in good standing as a foreign corporations in each
jurisdiction where the ownership, leasing or operation of their assets or
properties or conduct of their business requires such qualification.

(b) Corporate Authority Relevant to this Agreement; No Violation.

(i) Each of Zoetis and Zoetis Bidco have all requisite corporate power and
authority to enter into this Agreement and the Expenses Reimbursement
Agreement and to consummate the Transactions in accordance with the terms of
this Agreement and the Expenses Reimbursement Agreement. The execution and
delivery of this Agreement and the Expenses Reimbursement Agreement and the
consummation of the Transactions have been duly and validly authorised by the
Zoetis Board and the board of directors of Zoetis Bidco and, except for the
filing of the required documents in connection with the Scheme with, and the
receipt of the required approval of the Scheme by, the High Court, no other
corporate proceedings on the part of Zoetis or Zoetis Bidco are necessary to
authorise the consummation of the Transactions. This Agreement has been duly
and validly executed and delivered by Zoetis and Zoetis Bidco and, assuming
this Agreement constitutes the valid and binding agreement of Target,
constitutes the valid and binding agreement of Zoetis and Zoetis Bidco,
enforceable against Zoetis and Zoetis Bidco in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium and other similar laws affecting creditors rights generally and by
general principles of equity.

(ii) Other than in connection with or in compliance with (i) the provisions
of the Act, (ii) the Takeover Panel Act and the Takeover Rules, (iii) the
Securities Act, (iv) the Exchange Act, and (v) any applicable requirements
of the NYSE, no authorisation, consent or approval of, or filing with, any
Governmental Body is necessary, under applicable Law, for the consummation by
Zoetis and Zoetis Bidco of the Transactions, except for such authorisations,
consents, approvals or filings (A) that, if not obtained or made, would not
reasonably be expected to materially impede or prevent the consummation of the
Acquisition or have a material adverse effect on Zoetis or Zoetis Bidco, or
(B) as may arise as a result of facts or circumstances solely relating to
Target or its Affiliates or Laws or Contracts binding on Target or its
Affiliates.

(iii) Assuming compliance with the Scheme, Chapter 1 of Part 9 of the Act and
any directions or orders of the High Court, none of the execution, delivery or
performance of this Agreement or the consummation of the Transactions,
including the Acquisition, will: (i) contravene, conflict with or result in a
violation of any of the provisions of the Zoetis or Zoetis Bidco’s articles
of association or other Organisational Documents; (ii) contravene or conflict
with, or result in a violation of, any applicable Law or any order, ruling,
writ, injunction, judgment, arbitration award or decree to which Zoetis or
Zoetis Bidco, or any of their material assets are subject; (iii) result in any
breach of or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or alter the rights or obligations
of any third party under, or give to others any rights of termination,
amendment, acceleration or cancellation, or require any Clearances under, any
material Contract to which Zoetis or any of its Subsidiaries is a party or
otherwise bound as of the date hereof; or (iv) result in the creation of an
Encumbrance (other than Permitted Encumbrances) on any of the properties or
assets of Zoetis or any of its Subsidiaries, except, in the case of each of
clauses (ii), (iii) and (iv), for any conflicts, violations, breaches,
defaults, alterations, terminations, amendments, accelerations, cancellations
or liens, or where the failure to obtain any consents, in each case, would not
reasonably be expected to have, individually or in the aggregate, a material
adverse effect on Zoetis.

(iv) No approval of the stockholders of Zoetis or Zoetis Bidco is required to
consummate the Transactions.

(c) Financial Capability. Zoetis and/or Zoetis Bidco have or will have at the
Completion and prior to the Effective Time, sufficient funds to pay the
aggregate Consideration contemplated by this Agreement and to perform the
other obligations of Zoetis and Zoetis Bidco contemplated by this Agreement.

(d) Legal Proceedings. As of the date hereof, there is no pending or, to the
Knowledge of Zoetis and Zoetis Bidco, threatened, legal action against Zoetis
or any of its Subsidiaries, nor is there any injunction, order, judgment,
ruling or decree imposed upon Zoetis or any of its Subsidiaries, in each case,
by or before any Governmental Entity, that would, individually or in the
aggregate, reasonably be expected to have a material adverse effect on
Zoetis’ or Zoetis Bidco's ability to consummate the Transactions.

(e) Information Provided. The information relating to Zoetis and its
Subsidiaries to be contained in the Scheme Document, the Proxy Statement and,
if applicable, the Takeover Offer Documents (including in each case any
amendments or supplements thereto) and any other documents filed with the High
Court, the SEC or pursuant to the Takeover Rules, in connection with this
Agreement to the extent provided by Zoetis in writing and reproduced therein,
will not, on the date the Scheme Document, the Proxy Statement, the Takeover
Offer Documents or such other documents, as applicable, are first posted or
disseminated to Target Shareholders, contain any untrue statement of any
material fact, or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not false or
misleading at the time and in light of the circumstances under which such
statement is made.

(f) Ownership of Target Ordinary Share Capital. Neither Zoetis, Zoetis Bidco
nor any of their Affiliates beneficially owns (as defined in Rule 13d-3 of the
Exchange Act) any shares of Target’s ordinary share capital.

(g) Acting in Concert. As of the date hereof, none of Zoetis, Zoetis Bidco or
any of their respective controlled Concert Parties has any interest in any
Target Shares. In entering into this Agreement, Zoetis and Zoetis Bidco are
each acting as principal only and not Acting in Concert with any other person
(other than their Representatives) for the purposes of acquiring control of
Target or any of its material assets.

(h) Finders or Brokers. Other than Goldman, Sachs & Co., neither Zoetis
nor any of its Subsidiaries has employed any investment banker, broker or
finder in connection with the Transactions who might be entitled to any fee or
any commission in connection with or upon consummation of the Acquisition.

7. Additional Agreements

7.1 Consents and Regulatory Approvals

(a) The terms of the Acquisition at the date of publication of the Scheme
Document shall be set out in the Rule 2.5 Announcement and the Scheme
Document, to the extent required by applicable Law.

(b) Subject to the terms and conditions hereof, the Parties shall use all
reasonable endeavours to achieve satisfaction of the Conditions as promptly as
is reasonably practicable following the publication of the Scheme Document and
in any event no later than the End Date.

(c) Subject to the terms and conditions hereof, Target and Zoetis shall, and
Zoetis shall cause Zoetis Bidco to, use all reasonable endeavours to:

(i) take, or cause to be taken, all actions, and do, or cause to be done, and
to assist and cooperate with the other Party in doing, all things necessary,
proper or advisable to consummate and make effective the Transactions as
promptly as is practicable;

(ii) as promptly as is reasonably practicable, obtain from, make with or
provide to any Governmental Body any Clearances required to be obtained, made
or provided by Target or Zoetis or any of their respective Subsidiaries in
connection with the consummation of the Transactions;

(iii) to the extent that any Clearance required to be made under an applicable
Law or by a Governmental Body is not required until after the consummation of
the Transaction, Target shall, in advance of such consummation, provide Zoetis
with all information and assistance as may reasonably be requested by Zoetis
to enable Zoetis to obtain any such Clearance;

(iv) as promptly as is reasonably practicable, make all filings, and
thereafter make any other required or appropriate submissions, that are
required or reasonably necessary to consummate the Transactions, including:

(A) under any foreign investment Laws;

(B) under the Takeover Rules and the Act;

(C) under the Exchange Act or the Securities Act; or

(D) as required by the High Court; and

(v) as promptly as is reasonably practicable, take reasonable actions to
obtain from, make with or provide to any third party any Clearances required
to be obtained, made or provided by Target or Zoetis or any of their
respective Subsidiaries in connection with the consummation of the
Transactions; provided, however, that notwithstanding anything in this
Agreement to the contrary, in no event shall Target or Zoetis or any of their
respective Subsidiaries be required to pay, prior to the Effective Time, any
fee, penalty or other consideration to any third party (other than a
Governmental Body) for any Clearance required in connection with the
consummation of the Transactions under any Contract.

7.2 Directors’ and Officers’ Indemnification and Insurance

(a) Zoetis agrees that all rights to exculpation, indemnification or
advancement of expenses arising from, relating to, or otherwise in respect of,
acts or omissions occurring at or prior to the Effective Time now existing in
favour of the current or former directors or officers of Target or its
Subsidiaries (the “Indemnified Parties”) as provided in their respective
Organisational Documents or any indemnification or similar agreements shall
survive the Acquisition and shall continue in full force and effect in
accordance with their terms. For a period of no less than six (6) years from
the Effective Time, Zoetis shall cause Target to maintain in effect the
exculpation, indemnification and advancement of expenses provisions of
Target’s and its Subsidiaries’ Organisational Documents or any
indemnification or similar agreements, in the form that is in effect as of the
date of this Agreement, and shall not, and shall cause Target not to, amend,
repeal or otherwise modify any such provisions in any manner that would
adversely affect the rights thereunder of any individuals who immediately
before the Effective Time were current or former directors, officers or
employees of Target; provided, however, that all rights to exculpation,
indemnification and advancement of expenses in respect of any Action pending
or asserted or any claim made within such period shall continue until the
final disposition of such Action. Target has not entered into any
indemnification or similar arrangements in favour of the Indemnified Parties
within the 30 days preceding the date of this Agreement.

(b) During the period commencing at the Effective Time and ending on the sixth
(6th) anniversary of the Effective Time, to the maximum extent permitted by
law, Zoetis shall, and shall cause Target to, indemnify and hold harmless, and
advance expenses to, the Indemnified Parties against any costs or expenses
(including reasonable attorneys’ fees), judgments, fines, losses, claims,
damages or liabilities in connection with any actual or threatened Action
arising out of, relating to or in connection with (i) the fact that such
Indemnified Party is or was a director or officer of Target or any of its
Subsidiaries, (ii) any acts or omissions occurring or alleged to occur prior
to or at the Effective Time in such Indemnified Party’s capacity as a
director, officer, employee or agent of Target or any of its Subsidiaries, or
(iii) the Acquisition, this Agreement or the transactions contemplated hereby;
provided, however, that if, at any time prior to the sixth (6th) anniversary
of the Effective Time, any such Indemnified Party delivers to Zoetis or Target
a written notice asserting a claim for indemnification or advancement under
this Clause 7.2(b) then the claim asserted in such notice shall survive the
sixth (6th) anniversary of the Effective Time until such time as such claim is
fully and finally resolved.

(c) Prior to the Effective Time, Target shall obtain and fully pay for
“tail” insurance policies with a claims period of no more than six (6)
years from and after the Effective Time from an insurance carrier with the
same or better credit rating as Target’s current insurance carrier with
respect to directors’ and officers’ liability insurance and fiduciary
liability insurance with benefits and levels of coverage not materially more
favourable than Target’s existing policies (the “Existing Policies”)
with respect to matters existing or occurring at or prior to the Effective
Time (including with respect to acts and omissions occurring in connection
with this Agreement, the Acquisition or the other transactions or actions
contemplated hereby) and, if such policies have been obtained, Zoetis shall,
and shall cause Target to, maintain such policies in full force and effect
after the Effective Time; provided, however, that in no event shall Target
pay, or be required to pay, for such “tail” policies a one-time premium in
excess of 250% of Target’s current aggregate annual premium amount under its
Existing Policies. If Target for any reason fails to obtain such tail policy,
Target shall, and Zoetis shall cause Target to, maintain in effect for not
less than six (6) years from the Effective Time the Existing Policies for the
Indemnified Parties otherwise covered by such Existing Policies; provided that
(i) Target may substitute therefor policies of substantially the same coverage
containing terms and conditions that are no less advantageous to such
Indemnified Parties and are from an insurance carrier with the same or better
credit rating as Target’s current insurance carrier; and (ii) Target shall
not be required to pay annual premiums for the Existing Policies (or for any
substitute policies) in excess of 250% of the annual premiums paid for the
Existing Policies prior to the date of this Agreement (the “Maximum
Premium”). In the event any future annual premiums for the Existing Policies
(or any substitute policies) exceed such amount, the Surviving Entity shall be
entitled to reduce the amount of coverage of the Existing Policies (or any
substitute policies) to the maximum amount of coverage that can be obtained
for a premium equal to such amount.

7.3 Employment and Benefit Matters

(a) For a period of one year following the Effective Date, Zoetis shall
provide, or shall cause to be provided, to each Target Employee, following any
consultation processes which are required by Law and or pursuant to existing
contractual obligations:

(i) base salary or wage rate that is no less favourable than the base salary
or wage rate, as applicable, provided to such Target Employee immediately
prior to the Effective Time;

(ii) for Australian and Irish Target Employees, superannuation or pension
payments (as applicable), that are no less favourable in the aggregate to the
payments included in any total fixed remuneration provided to such Target
Employee immediately prior to the Effective Time;

(iii) cash bonus opportunities no less favourable in the aggregate than those
provided to such Target Employee immediately prior to the Effective Time;

(iv) equity compensation opportunities under the equity compensation plans of
Zoetis or its Affiliates as may be determined by Zoetis (in its sole
discretion), with such determination as to which Target Employees may be
offered such an opportunity and the amount and terms and conditions of such
opportunity to be made by Zoetis on an individual basis in a manner that is
consistent with Zoetis’ determination with respect to its similarly situated
employees;

(v) employee benefits (excluding any cash incentive compensation, equity or
equity-based compensation, defined benefit pension benefits, and
post-employment health and welfare benefits) that, in the aggregate and when
taken as a whole, are substantially comparable to those provided to the Target
Employees immediately prior to the Effective Time; and

(vi) severance benefits that are no less favourable than the severance
benefits that would have been applicable immediately prior to the Effective
Time to each Target Employee in accordance with the severance formula set
forth in Schedule 2.

(b) For the purposes of eligibility, vesting and determining the applicable
level of vacation and other paid time off benefits (but not for purposes of
any other benefit accrual), under the employee benefit plans pursuant to which
Zoetis provides benefits to any Target Employee after the Effective Time (the
“New Plans”), which shall exclude, for the avoidance of doubt, any
benefits provided by, in whole or in part, a Governmental Body and workers’
compensation insurance, each Target Employee shall be credited with his or her
years of service with the Target Group and its predecessors before the
Effective Date, to the same extent as such Target Employee was entitled,
before the Effective Time, to credit for such service under any similar Target
Benefit Plan in which such Target Employee participated; provided, however,
that the foregoing shall not apply to any cash incentive, equity or equity
based plans or awards or to the extent that its application would result in a
duplication of benefits with respect to the same period of service.

(c) In addition, and without limiting the generality of the foregoing: for the
purposes of each New Plan providing disability, medical, dental,
pharmaceutical and/or vision benefits to any Target Employee, Zoetis shall use
all reasonable endeavours to cause: (i) all pre-existing condition exclusions
and actively-at-work requirements of such New Plan to be waived for such
employee and his or her covered dependents, unless and to the extent the
individual was subject to such conditions under the comparable Old Plans; and
(ii) any co-payments and deductibles paid by such employee and his or her
covered dependents during the portion of the plan year of the Old Plan ending
on the date such employee’s participation in the corresponding New Plan
begins to be taken into account under such New Plan for the purposes of
satisfying all deductible, coinsurance and maximum out-of-pocket requirements
applicable to such employee and his or her covered dependents for the
applicable plan year as if such amounts had been paid in accordance with such
New Plan.

(d) Where Zoetis maintains any of the Old Plans in full force and effect, the
provisions of Clause 7.3(b) shall not apply with respect to the benefits
available under such Old Plans unless and until Zoetis replaces such Old Plans
with New Plans. Nothing in this Agreement shall require Zoetis to replace the
Old Plans with New Plans.

(e) Nothing in this Agreement shall confer upon any Target Employee or any
other individual any right to continue in the employment or service of any
member of the Target Group, Zoetis or any Affiliate of Zoetis, or shall
interfere with or restrict in any way the rights of any member of the Target
Group, Zoetis or any Affiliate of Zoetis, which rights are hereby expressly
reserved, to discharge or terminate the services of any Target Employee or
other individual at any time for any reason whatsoever, with or without cause.
This Clause 7.3 is included for the sole benefit of the Parties to this
Agreement. Notwithstanding any provision in this Agreement to the contrary,
nothing in this Clause 7.3, express or implied, shall be deemed or construed
(A) to prevent Zoetis from terminating or modifying to any extent or in any
respect any Benefit Plan, (B) to be an amendment or other modification of any
Target Benefit Plan or Benefit Plan of Zoetis, or (C) to create or confer any
rights or remedies upon any current or former employee or other service
provider of Zoetis, Target or any of their respective Affiliates (or any
beneficiaries, dependents, or legal representatives thereof).

(f) If requested by Zoetis, Target shall: (i) effective as of or prior to the
Effective Time, cause the Target Group to terminate all qualified retirement
plans with a 401(k) deferral feature, including the Nexvet US, Inc. 401(k)
Profit Sharing Plan and Trust (all such plans, the “Target 401(k) Plans”);
(ii) provide evidence reasonably satisfactory to Zoetis of such termination
prior to the Effective Time; (iii) in connection with such termination, cause
all of the account balances of the participants to become fully vested and
non-forfeitable; (iv) cause the Target Group to make all necessary
contributions as specified in the Target 401(k) Plans to the Target 401(k)
Plans related to services performed prior to such termination; and (v) take
any other action, or cause the Target Group to take any other action, required
for such termination of the Company 401(k) Plans to be effective on or prior
to the Effective Time.

(g) If requested by Zoetis no less than thirty-five (35) days prior to the
Effective Time, Target shall terminate the Paychex Agreement and participation
in all Paychex Plans effective immediately prior to the Effective Time.

7.4 Cooperation

(a) Upon reasonable notice and subject to applicable Laws relating to the
exchange of information, Target shall afford to Zoetis and its Affiliates and
its and their Representatives, during normal business hours during the period
prior to the Effective Time, reasonable access (including for the purpose of
coordinating transition planning with employees) to all Target’s and its
Subsidiaries’ properties, books, Contracts, commitments and records, and to
Target’s and its Subsidiaries’ officers, employees, accountants, counsel
and other Representatives and, during such period, Target shall promptly make
available to Zoetis and its Representatives, subject, in the case of
competitively sensitive information, to any “clean-room” arrangements
agreed between the Parties, (i) a copy of each report, schedule, registration
statement and other document filed or received by Target or any of its
Subsidiaries during such period pursuant to the requirements of federal
securities Laws and (ii) all other information concerning its business,
properties and personnel as Zoetis may reasonably request.

(b) This Clause 7.4 shall not require Target to permit any access, or to
disclose any information, that in the reasonable, good faith judgment of
Target is competitively sensitive, would reasonably be expected to result in
any violation of any material Contract or Law to which Target or any of its
Subsidiaries is a party or is subject or cause any privilege (including
attorney-client privilege) which Target or any of its Subsidiaries would be
entitled to assert to be undermined with respect to such information and such
undermining of such privilege could in Target’s good faith judgment
adversely affect in any material respect Target’s or any of its
Subsidiary’s position in any pending or reasonably probable future
litigation; provided, that the Parties shall cooperate in seeking to find a
way to allow disclosure of such information to the extent doing so (1) would
not (in the good faith belief of Target) reasonably be likely to result in the
violation of any such material Contract or Law or reasonably be likely to
cause such privilege to be undermined with respect to such information or (2)
could reasonably (in the good faith belief of Target) be managed through the
use of any “clean-room” arrangements agreed between the Parties pursuant
to which non-employee Representatives of Zoetis shall be provided access to
such information; provided, further, that Target shall (x) notify Zoetis that
such disclosures are reasonably likely to violate the obligations of any
member of the Target Group under any such material Contract or Law or are
reasonably likely to cause such privilege to be undermined and (y) in the case
where such disclosures are reasonably likely to violate Target’s or any of
its Subsidiaries’ obligations under any material Contract, use reasonable
commercial efforts to seek consent from the applicable third Person to any
such material Contract with respect to the disclosures prohibited thereby (to
the extent not otherwise expressly prohibited by the terms of such Contract).

(c) To the extent applicable, Target shall use all reasonable endeavours to
assist in the delivery to Zoetis of customary payoff letters, lien
terminations and instruments of discharge in form and substance reasonably
satisfactory to Zoetis to allow for the payoff, discharge and termination in
full of any Indebtedness.

(d) Notwithstanding anything to the contrary in the foregoing, nothing in this
Clause 7.4 shall require any member of the Target Group to take any action
that would violate Section 82 of the Act.

7.5 Transaction Challenges

(a) Target shall consult and cooperate with Zoetis in Target’s defence or
settlement of any actual or threatened shareholder litigation (other than any
litigation or settlement between Target or any of its Affiliates and Zoetis or
any of its respective Affiliates) against Target or its directors or officers,
and any actual or threatened complaints or challenges that may be brought in
the High Court or any other court in Ireland or any court in the United States
or Australia in connection with the Scheme, the Proxy Statement, the
Transactions, this Agreement or the Expenses Reimbursement Agreement.

(b) Zoetis shall consult and cooperate with Target in Zoetis’ defence or
settlement of any actual or threatened shareholder litigation (other than any
litigation or settlement between Zoetis or any of its respective Affiliates
and Target and any of its Affiliates) against Zoetis or Zoetis Bidco or their
directors or officers, and any actual or threatened complaints or challenges
that may be brought in the High Court or any other court in Ireland or in any
court in the United States or Australia in connection with the Scheme, the
Proxy Statement, the Transactions, this Agreement or the Expenses
Reimbursement Agreement.

7.6 Notification of Certain Matters

(a) Zoetis and Target shall each give prompt notice to the other Party if any
of the following occur after the date of this Agreement: (i) receipt of any
written notice to the receiving Party from any third Person alleging that the
consent or approval of such third Person is or may be required in connection
with the Acquisition and the other Transactions and such consent could (in the
good faith determination of such Party) reasonably be expected to (A) prevent
or materially delay the consummation of the Transactions or (B) be material to
Zoetis or Target; (ii) receipt of any notice or other communication from any
Governmental Body in connection with the Acquisition and the other
Transactions; or (iii) the occurrence of an event which would or would be
reasonably likely to (A) prevent or materially delay the Transactions or (B)
result in the failure of any condition to the Acquisition set forth in this
Agreement to be satisfied; provided, however, that the delivery of any notice
pursuant to this Clause 7.6(a) shall not limit or otherwise affect the
remedies of Target or Zoetis available hereunder and no information delivered
pursuant to this Clause 7.6(a) shall update any section of the Target
Disclosure Letter or shall affect the representations or warranties of the
Parties hereunder.

(b) Target shall promptly, but no later than twenty four (24) hours of the
receipt of notice of, or becoming aware of, the occurrence of any matter
described in Clause 7.6(b)(i)-(iii), notify Zoetis of:

(i) Any results of any Study, or other information that becomes known to
Target, including Adverse Events or other unfavourable safety, quality or
efficacy information, that would reasonably be expected to materially
adversely impact the Target Products, the Target Product development, or the
potential Governmental Authorisation for a Target Product to allow Target to
manufacture, study, commercially market, promote, and sell such Target
Product;

(ii) Any material communication, correspondence, or interaction (as defined
below) with a Governmental Body or other review authority, including the
European Medicines Agency, the FDA, the United States Department of
Agriculture, the Health Products Regulatory Authority, the Irish Department of
Agriculture, Food and the Marine or an IACUC pertaining to the Transactions,
Target’s business, Target Products, Studies, or Target Product-related
services being provided by a third-party. For purposes of this Clause,
“material communication, correspondence, or interaction” means any oral or
written communication concerning inspections, audits, meetings, material
comments on any Target proposed, pending, in-process, or completed Studies;
any requirement to terminate, materially modify, or otherwise suspend or place
a Study on hold; any material manufacturing issues with regard to the Target
Products; or any notices or other assertions of noncompliance, such as warning
letters, untitled letters, cyber letters, notices of violation, regulatory
letters, adverse inspectional findings, FDA Forms 483, or other notice of
enforcement action, including without limitation, any suspension, consent
decree, corporate integrity agreement, monitoring agreement, assurance of
voluntary compliance, settlement order, notice of criminal investigation,
indictment, sentencing memorandum, plea agreement, court order, target or
no-target letter, or other similar agreement or action relating to a Study,
Target Product, such third-party’s services, the Transactions, or Target’s
business; as well as any notice of the pendency, investigation, or threat of
the foregoing. In the case of a meeting, inspection, or audit occurring after
the date of this Agreement, Target shall, to the extent permitted by the
Governmental Body or review authority, provide Zoetis with the opportunity to
assist with the preparation for and to attend and participate in such meeting,
inspection, or audit. In all other circumstances, prior to submitting or
engaging in a communication, correspondence or interaction (whether written or
oral) with a Governmental Body or review authority that would reasonably be
material to Target’s business, Target Products, Studies, or Target
Product-related services being provided by a third-party, Target shall provide
Zoetis with the reasonable opportunity to review and comment on the proposed
communication, correspondence, or interaction and will consider incorporation
of such comments in good faith; or

(iii) Any reportable environmental, health or safety incident or issue at any
facility owned, leased or operated by Target.

(c) Target shall provide Zoetis with all reasonably requested information and
documentation concerning Target’s business, Target Products, Studies, or
Target Product-related services being provided by a third-party.

8. Completion of Acquisition

8.1 Completion Date

(a) Completion shall take place at 10:00 a.m., on a date to be agreed by the
Parties, being not more than three Business Days (or such shorter period of
time as remains before 11:59 p.m., on the End Date) after the satisfaction or,
in the sole discretion of the applicable Party, waiver (where permissible
pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme
Document) of all of the Conditions with the exception of Condition 2(d)
(delivery and registration of the Court Order and a copy of the minute
required by Section 86 of the Act) (but subject to the satisfaction of such
Condition) (the “Completion Date”).

(b) Completion shall take place at the offices of Arthur Cox, Dublin.

8.2 Actions on or prior to Completion

On or prior to Completion, Target shall procure that a meeting of the Target
Board (or a duly authorised committee thereof) is held at which resolutions
are passed (conditional on registration of the Court Order with the Registrar
of Companies occurring and effective as of the Effective Time) approving:

(a) the allotment and issue to Zoetis and/or Zoetis Bidco (and/or their
nominees) in accordance with the Scheme of the number of new shares in the
capital of Target provided for in the Scheme;

(b) the removal of such directors of Target or any other member of the target
Group as Zoetis shall (in its sole discretion) determine; and

(c) the appointment of such persons as Zoetis may nominate as the directors of
Target or any member of the Target Group.

8.3 Action on Completion

(a) On Completion, Target shall deliver to Zoetis:

(i) a certified copy of the resolutions of the Target Board referred to in
Clause 8.2;

(ii) letters of resignation from the directors that are removed from Target in
accordance with Clause 8.2(b) (each such letter containing an acknowledgement
that such resignation is without any claim or right of action of any nature
whatsoever outstanding against Target or any member of the Target Group or any
of their officers or employees for breach of contract, compensation for loss
of office, redundancy or unfair dismissal or on any other grounds whatsoever
in respect of the removal); and

(iii) a copy of the register of members certified by the registrar of Target,
together with a share certificate in respect of the aggregate number of shares
in the capital of Target to be issued to Zoetis and/or Zoetis Bidco (and/or
its nominees) in accordance with the Scheme.

8.4 Target shall cause a copy of the Court Order and a copy of the minutes
required by Section 86 of the Act to be filed with the Companies Registration
Office and obtain from the Registrar of Companies a Certificate of
Registration in relation to the reduction of share capital involved in the
Scheme.

8.5 Payment of Consideration

Zoetis shall cause Zoetis Bidco to pay the Consideration and the Rule 15
Consideration within 14 days following the Effective Date in accordance with
the terms and conditions of the Scheme, which includes paying the
Consideration due to each Target Shareholder in respect of each Target Share
held and the Rule 15 Consideration due each holder of Target Convertible
Securities in respect of each Target Share issuable upon exercise, conversion
of exchange thereof.

9. Termination

9.1 (a) This Agreement may be terminated at any time prior to the Effective
Time:

(i) by either Target or Zoetis if the Scheme Meeting or the EGM shall have
been completed and the Scheme Meeting Resolution or the EGM Resolutions, as
applicable, shall not have been approved by the requisite majorities;

(ii) by either Target or Zoetis if the Effective Time shall not have occurred
by 5:00 p.m. on the End Date, provided that the right to terminate this
Agreement pursuant to this Clause 9.1(a)(ii) shall not be available to a
Party whose breach of any provision of this Agreement shall have been the
primary cause of the failure of the Effective Time to have occurred by such
time;

(iii) by either Target or Zoetis if the High Court declines or refuses to
sanction the Scheme unless the decision of the High Court shall be appealed
(it being agreed that Target shall make such an appeal if requested to do so
by Zoetis and the counsel appointed by Zoetis in accordance with Clause 3.3(a)
advises that doing so is a reasonable course of action);

(iv) by either Target or Zoetis if an injunction shall have been entered
permanently restraining, enjoining or otherwise prohibiting the consummation
of the Acquisition and such injunction shall have become final and
non-appealable (provided that the right to terminate this Agreement pursuant
to this Clause 9.1(a)(iv) shall not be available to a Party whose breach of
any provision of this Agreement shall have been the primary cause of such
injunction);

(v) by Target, if any Zoetis Party shall have breached or failed to perform in
any material respect any of its covenants or other agreements contained in
this Agreement or any of its warranties set forth in this Agreement having
been inaccurate, which material breach, failure to perform or inaccuracy:

(A) would result in a failure of any Conditions; and

(B) is not reasonably capable of being cured by the End Date or, if curable,
is not cured within 30 days following Target’s delivery of written notice to
Zoetis of such breach, failure to perform or inaccuracy (which notice shall
state Target’s intention to terminate this Agreement pursuant to this
Clause 9.1(a)(v) and the basis for such termination);

(vi) by Zoetis, if Target shall have breached or failed to perform in any
material respect any of covenants or other agreements contained in this
Agreement or any of its warranties set forth in this Agreement having been
inaccurate , which material breach, failure to perform or inaccuracy:

(A) would result in a failure of any Conditions; and

(B) is not reasonably capable of being cured by the End Date or, if curable,
is not cured within 30 days following Zoetis’ delivery of written notice to
Target of such breach, failure to perform or inaccuracy (which notice shall
state Zoetis’ intention to terminate this Agreement pursuant to this
Clause 9.1(a)(vi) and the basis for such termination);

(vii) by Zoetis, in the event that a Target Change of Recommendation shall
have occurred or the Target Board or any Committee thereof withdraws (or
modifies in any manner adverse to Zoetis) or proposes publicly to withdraw (or
modify in any manner adverse to Zoetis) the Scheme Recommendation;

(viii) by Target upon written notice at any time following delivery of a Final
Recommendation Change Notice pursuant to and in accordance with Clause 5.2(e);
or

(ix) by mutual written consent of Target and Zoetis.

(b) Termination of this Agreement in accordance with Clause 9.1 shall not
give rise to any liability of the Parties except as provided in the Expenses
Reimbursement Agreement, and, following such termination, no Party shall have
any liability to the other Parties in connection with this Agreement or the
Transactions, except as provided in the Expenses Reimbursement Agreement;
provided that such termination shall not relieve any Party from liability for
fraud or wilful breach of, or failure to perform, this Agreement. Clause 10
(other than Clauses 10.1 and 10.11) shall survive, and continue in full force
and effect, notwithstanding the termination of this Agreement. If Zoetis or
Zoetis Bidco brings a successful action against Target for liability for
wilful breach of, or failure to perform, this Agreement, then all amounts (if
any) paid by Target to Zoetis or Zoetis Bidco under Clause 3.3(a) of the
Expenses Reimbursement Agreement which are included in any award made by a
court of competent jurisdiction against Target arising from liability for
wilful breach of, or failure to perform, this Agreement shall be credited
against the amount of such award.

(c) Each Party understands and confirms that termination of this Agreement
shall:

(i) be without prejudice to the provisions of the Expenses Reimbursement
Agreement or the Zoetis Confidentiality Agreement; and

(ii) not affect the obligations of each Party to pay the costs and expenses
provided in Clause 10.12.

10. General

10.1 Announcements

(a) Subject to the requirements of applicable Law, the Takeover Rules, a court
order, the Securities Act, the Exchange Act, the SEC or any Governmental Body
(including the Panel), the Parties shall consult together as to the terms of,
the timing of and the manner of publication of any formal public announcement
which either Party may make primarily regarding the Transactions, the Scheme
or this Agreement. Zoetis and Target shall give each other a reasonable
opportunity to review and comment upon any such public announcement and shall
not issue any such public announcement prior to such consultation, except as
may be required by applicable Law, the Takeover Rules, a court order, the
Securities Act, the Exchange Act, the SEC, NASDAQ, NYSE or any Governmental
Body (including the Panel). The Parties agree that the initial press release
to be issued with respect to the Transactions shall be in the form of the
Rule 2.5 Announcement or as otherwise agreed by the Parties.

(b) For the avoidance of doubt, the provisions of Clause 10.1(a) do not apply
to any announcement, document or publication in connection with a Target
Alternative Proposal or Target Superior Proposal or a change in the Scheme
Recommendation, provided that Target shall have provided an advance copy of
any such proposed announcement to Zoetis before release, or any amendment to
the terms of the Scheme proposed by Zoetis that would effect an increase in
the Consideration whether before or after a withdrawal or adverse modification
of the Scheme Recommendation.

10.2 Notices

(a) Any notice or other document to be served under this Agreement may be
delivered by overnight delivery service (with proof of service), by email or
hand delivery to the Party to be served as follows:

(i) if to Zoetis or Zoetis Bidco, to:

Zoetis Inc.

10 Sylvan Way, Parsippany, NJ 07054, U.S.A.

Attention: General Counsel

Email: LegalNotices@zoetis.com (mailto:LegalNotices@zoetis.com)

with copy to:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178-0060, U.S.A

Attention: Eric Tajcher

Email: eric.tajcher@morganlewis.com (mailto:eric.tajcher@morganlewis.com)

and

Arthur Cox

Ten Earlsfort Terrace

Dublin, DO2 T380

Attention: Christopher McLaughlin, John Barrett

Email: Christopher.McLaughlin@arthurcox.com
(mailto:Christopher.McLaughlin@arthurcox.com)

John.Barrett@arthurcox.com (mailto:John.Barrett@arthurcox.com)

(ii) if to Target, to:

Target

Unit 5, Sragh Technology Park

Tullamore, Co. Offaly, Ireland

Attention: Chief Executive Officer

Email: company.secretary@nexvet.com (mailto:company.secretary@nexvet.com)

with copy to:

DLA Piper LLP (US)

2000 University Avenue

East Palo Alto, California, 94303-2214, U.S.A.

Attention: Bruce Jenett, Andrew Ledbetter

Email: Bruce.Jenett@dlapiper.com (mailto:Bruce.Jenett@dlapiper.com) ,

Andrew.Ledbetter@dlapiper.com (mailto:Andrew.Ledbetter@dlapiper.com)

and

Matheson

70 Sir John Rogerson’s Quay

Dublin 2

Attention: Tim Scanlon and Madeline McDonnell

Email: Tim.Scanlon@matheson.com (mailto:Tim.Scanlon@matheson.com)

Madeline.McDonnell@matheson.com (mailto:Madeline.McDonnell@matheson.com)

or such other postal address or email address as it may have notified to the
other Party in writing in accordance with the provisions of this Clause 10.2.

(b) Any notice or document shall be deemed to have been served:

(i) if delivered by overnight delivery or by hand, at the time of delivery; or

(ii) if sent by e-mail, at the time of the sending of the e-mail (provided
that any notice deemed to have been served on any day that is not a Business
Day, or on any Business Day after 5:30 p.m. (addressee’s local time), shall
be deemed to have been served at 9:00 a.m. (addressee’s local time) on the
next Business Day).

10.3 Assignment

Neither Party shall assign all or any part of the benefit of, or rights or
benefits under, this Agreement without the prior written consent of the other
Party, provided that Zoetis may assign any or all of its rights and interests
hereunder to one or more of its Subsidiaries, provided that prior consent in
writing has been obtained from the Panel if required in respect of such
assignment, but no such assignment shall relieve Zoetis of its obligations
hereunder.

10.4 Counterparts

This Agreement may be executed in any number of counterparts, all of which,
taken together, shall constitute one and the same agreement, and each Party
may enter into this Agreement by executing a counterpart and delivering it to
the other Party (by hand delivery, e-mail or otherwise).

10.5 Amendment

No amendment of this Agreement shall be binding unless the same shall be
evidenced in writing duly executed by each of the Parties, except that
following obtainment of the Target Shareholder Approval there shall be no
amendment to the provisions hereof which by Law requires further approval by
the Target Shareholders without such further approval nor shall there be any
amendment or change not permitted under applicable Law.

10.6 Entire Agreement

This Agreement, together with the Zoetis Confidentiality Agreement, the
Expenses Reimbursement Agreement and any documents delivered by the Zoetis
Parties and Target in connection herewith, constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral,
between the Zoetis Parties (or any of them) and Target with respect to the
subject matter hereof, it being understood that the Zoetis Confidentiality
Agreement shall survive the execution and delivery of this Agreement and that
no action by any Party contemplated by this Agreement shall be deemed to
breach the Zoetis Confidentiality Agreement.

10.7 Inadequacy of Damages

Each Party agrees that damages would not be an adequate remedy for any breach
by it of this Agreement and accordingly each Party shall be entitled, without
proof of special damages, to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach of this
Agreement.

10.8 Remedies and Waivers

No delay or omission by either Party to this Agreement in exercising any
right, power or remedy provided by Law or under this Agreement shall:

(a) affect that right, power or remedy; or

(b) operate as a waiver of it.

The exercise or partial exercise of any right, power or remedy provided by Law
or under this Agreement shall not preclude any other or further exercise of it
or the exercise of any other right, power or remedy.

10.9 Severability

If at any time any provision of this Agreement is or becomes illegal, invalid
or unenforceable in any respect under the Law of any jurisdiction that shall
not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other
provision of this Agreement; or

(b) the legality, validity or enforceability under the Law of any other
jurisdiction of that or any other provision of this Agreement; and

it is agreed by the Parties that a court of competent jurisdiction may sever
any such invalid, illegal or unenforceable provision and should any provision
of this Agreement be invalid or unenforceable, then such provision shall be
deemed to have been automatically amended in such a way that, as amended, it
is valid, legal and unenforceable and to the maximum extent possible carries
out the original intent of the Parties as to the matter or matters in
question.

10.10 No Partnership and No Agency

(a) Nothing in this Agreement and no action taken by the Parties pursuant to
this Agreement shall constitute, or be deemed to constitute, a partnership,
association, joint venture or other co-operative entity between any of the
Parties.

(b) Nothing in this Agreement and no action taken by the Parties pursuant to
this Agreement shall constitute, or be deemed to constitute, either Party the
agent of the other Party for any purpose. No Party has, pursuant to this
Agreement, any authority or power to bind or to contract in the name of the
other Party.

10.11 Further Assurance

Without limitation to the provisions of this Agreement, the Parties shall, and
shall procure that each member of their respective Groups shall, issue,
execute or despatch such documentation in a reasonably timely fashion or take
other actions as is necessary or desirable to facilitate the implementation of
the Transactions or carry out the purposes of this Agreement.

10.12 Costs and Expenses

Save for the Panel’s document review fees (which shall be borne and
discharged by Zoetis), each Party shall pay its own costs and expenses of and
incidental to this Agreement, the Acquisition and all other Transactions,
except as otherwise provided in this Agreement.

10.13 No Third-Party Rights

Subject as provided in Clauses 7.2, 10.5 and 10.14(c), no one other than a
Party shall have any right to enforce any of its terms and no third party
shall be a beneficiary in any way of this Agreement or have the right to rely
on any provision hereof.

10.14 Governing Law and Jurisdiction

(a) Except as provided herein, this Agreement shall be governed by, and
construed in accordance with, the Laws of Ireland, without regard to the
conflicts of law rules of Ireland that would result in the application of the
laws of any other jurisdiction.

(b) Except as provided herein, each of the Parties irrevocably agrees that the
courts of Ireland are to have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Agreement and, for such purposes,
irrevocably submits to the exclusive jurisdiction of such courts in Ireland.
Any proceeding, suit or action arising out of or in connection with this


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