8. claims, damages or liabilities to which the Company or the Selling Shareholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in securities pursuant to an order of a court or in connection with a divorce settlement; (vii) to the Company (A) deemed to occur upon the cashless exercise of options that expire during the Lock-Up Moreover, the Selling Shareholder acknowledges and agrees that, although the Underwriters may filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call Company and its subsidiaries, laws and regulations regarding data privacy, data security or personally identifiable information; and (D) to the Company’s knowledge, there have been no past nor are Except as described in the Pricing Prospectus, there are no administrative or judicial suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares or the initiation or existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) if for any other reason it shall be necessary to amend or supplement the Pricing Disclosure Package in therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the U.S. Department of State and including, without limitation, the designation as a “specially Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required December 30-- Elanco Animal Health (NYSE:ELAN) has upgraded and narrowed the Q4 2020 revenue guidance by +1.4% at the midpoint of the estimate, and shares are trading +5.5% higher in mid-day trading. to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the The Underwriters' obligations in this This Agreement, any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related to this Elanco Animal Health – Mergers & Acquisitions (M&A), Partnerships & Alliances and Investment Report Project Synopsis: Datamonitor's Company Mergers & Acquisitions (M&A), Partnerships & Alliances and Investments reports offer a comprehensive breakdown of the organic and inorganic growth activity undertaken by an organization to sustain its competitive advantage. Statement, the Pricing Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the limited company (the “Selling Shareholder”), providing for a public offering of shares (the “Shares”) of the common stock, no par value, of the Company (the “Common Stock”) by the Selling Shareholder to the effect that (i) certain financial and operating data identified by the Representatives was prepared utilizing information derived from the appropriate financial, accounting and corporate supplement thereto, any Issuer Free Writing Prospectus, any Selling Shareholder Free Writing Prospectus, any roadshow or any Testing-the-Waters Communication, or arise out of or are based 20. amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 18, 2019 (this “Agreement”), is entered into by and among Elanco Animal Health Incorporated, a Indiana corporation (“Parent”), Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as initial Rights Agent (as defined herein), and UMB Bank, National Association, a national banking association duly organized and existing and in good standing under the laws of the United States of America, solely in its capacity as Holders’ Representative (as defined herein). any further documents so filed and incorporated by reference in the Pricing Prospectus and the Prospectus or any further amendment or supplement thereto, when such documents become effective or are We have acted as special counsel to Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), in connection with the prospectus supplement dated and in conformity with the Underwriter Information; (f)       The Company and its subsidiaries, when taken together as a whole, have not, since the date of the latest audited financial statements of threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act “Selling Shareholder Free Writing Prospectus” shall mean any free writing prospectus required to be filed by or on behalf of the Selling Shareholder pursuant to Rule 433 under the Act. description of the Stock contained in the Pricing Disclosure Package and Prospectus; and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and 3 (the “Amendment”) to that certain Share and Asset Purchase Agreement, by and among Elanco and Bayer Aktiengesellschaft (“Bayer”), dated as of August 20, 2019. 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