EXHIBIT 10.57
TRANSFER AGENT SERVICES AGREEMENT
This Transfer Agent Services Agreement ("Agreement"), dated as of
October _7_, 2005, by and between Allergan, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Corporation"), and
Wells Fargo Bank, National Association, a national banking association
("Transfer Agent"), is for the purpose of performing the services described
herein.
WITNESSETH:
WHEREAS, the Corporation desires that certain services be provided by the
Transfer Agent with regard to the issuance, transfer and registration of
securities of the Corporation;
WHEREAS, the Transfer Agent is engaged in the business of providing services for
issuers of securities and seeks to provide such services to the Corporation; and
WHEREAS, the parties hereto desire to set forth the terms and conditions for the
providing of services by the Transfer Agent to the Corporation.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
I. ISSUANCE OF SECURITIES
For the issuance of securities of the Corporation of the class or
classes designated in the attached Resolution of Appointment (See
attached Exhibit H for form of Resolution of Appointment), the Transfer
Agent is authorized and directed to issue such number of shares of the
Corporation as may be authorized for issuance from time to time upon
receiving from the Corporation:
a. Written instructions as to the issuance from an authorized
officer of the Corporation.
b. A copy of resolutions of the Board of Directors establishing the
authority of the Transfer Agent to serve as Transfer Agent,
Registrar, Rights Agent, and Dividend Disbursing Agent, and such
additional functions, as the case may be, certified by the
Secretary or Assistant Secretary of the Corporation.
c. A copy of the Certificate of Incorporation with subsequent
amendments or a current composite copy of the Certificate of
Incorporation certified by the Secretary of State of
Incorporation.
d. A certified copy of any order, consent, decree or other
authorization that may relate to the issuance of the new or
additional stock of the Corporation.
e. An opinion of the Corporation's counsel (substantially in the
form of Exhibit I) as to the due authorization and issuance of
such stock, the registration (stating effective date thereof) of
such stock under the Securities Act of 1933
(as amended) and the Securities Exchange Act of 1934 (as
amended), or, if exempt from registration, the applicable
section of the Act and the basis of such exemption, and that the
order or consent of no governmental or regulatory authority
other than that provided to the Transfer Agent is required in
connection with the issuance of new or additional stock or, if
no such order or consent is required, a statement to that
effect. The opinion should also indicate whether it is necessary
that the stock bear a restrictive legend and the wording of the
legend or a statement to the effect that all shares to be issued
are freely transferable upon presentation to the Transfer Agent
for that purpose.
f. Such further documents as the Transfer Agent may reasonably
request.
II. AUTHORIZED OFFICERS
Specimen signatures of the officers of the Corporation authorized to
sign such securities together with specimen certificates shall be
provided to the Transfer Agent to be used by it for the purpose of
comparison. The Transfer Agent shall be protected and held harmless in
recognizing and acting upon any signature or certificates believed by it
in good faith to be genuine. When any officer of the Corporation shall
no longer be vested with the authority to sign securities for the
Corporation, a written notice thereof shall immediately be given to the
Transfer Agent and until receipt of such notice such Transfer Agent
shall be fully protected and held harmless in recognizing and acting
upon the securities bearing the signature of such officer or any
signature believed by it in good faith to be such genuine signature.
The Transfer Agent shall not be charged with notice of any change in the
officers of the Corporation until notice of such change shall be given
in writing by the Corporation to the Transfer Agent.
In the event any officer of the Corporation who shall have signed blank
stock certificates (or whose facsimile signature shall have been used)
shall die, resign or be removed prior to the issuance of such
certificates, the Transfer Agent in its capacity as Transfer Agent or
Registrar, may issue or register such stock certificates as the stock
certificates of the Corporation, notwithstanding such death, resignation
or removal, unless specifically directed to the contrary by the
Corporation in writing.
III. TRANSFER OF STOCK
The Transfer Agent is authorized and directed to make transfers from
time to time upon the books of the Corporation.
Shares of stock, in either certificate or book entry form, will be
transferred or exchanged upon the surrender of the old shares in form
reasonably deemed by the Transfer Agent to be properly endorsed for
transfer, accompanied by such documents as the Transfer Agent may deem
necessary to evidence the authority of the person making the transfer.
The Transfer Agent reserves the right to refuse to transfer shares until
it has received reasonable assurance that each
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necessary endorsement is genuine and effective and that the assignment
of the shares is legally valid and genuine. For that purpose, Transfer
Agent may require an acceptable guaranty of the signature of the person
signing and appropriate assurance of authority to do so. The Transfer
Agent may rely upon the Uniform Commercial Code, applicable law or
regulation, and generally accepted industry practice in effecting
transfers, or in delaying or refusing to effect transfers.
Transfer Agent shall be fully protected and held harmless in recognizing
and acting upon written instructions bearing the signature of an
authorized officer of the Corporation believed by it in good faith to be
a genuine signature.
The Corporation will at all times advise the Transfer Agent of any and
all stop transfer notices or adverse claims lodged against shares of the
Corporation and further, will notify the Transfer Agent when any such
notices or claims have expired or been removed. The Transfer Agent is
not otherwise responsible for stop transfer notices or adverse claims
from either the Corporation or third parties unless it has received
actual written notice.
IV. LOST SECURITIES
In the event that certificates for shares of the Corporation shall be
represented to have been lost, stolen or destroyed (hereinafter called
the Old Certificate), the Transfer Agent upon being furnished with an
indemnity bond (naming the Corporation and the Transfer Agent as
obligees therein) in such form and amount and with such surety as shall
be satisfactory to it, is authorized to countersign a new certificate or
certificates for the number of shares of the Corporation represented by
the Old Certificate.
V. RECORDKEEPING
The Transfer Agent is authorized and directed to maintain records
showing the name and address of, and the number of securities issued to
each holder of said securities together with such other records as the
Transfer Agent may deem necessary or advisable to discharge its duties
as set forth herein.
Upon at least two (2) Business Days' prior written notice to the
Transfer Agent, the Corporation or its attorney or agent may inspect and
examine, at any time during ordinary business hours, any shareholder
account records of the Corporation in the possession of the Transfer
Agent. The Corporation shall pay any actual out-of-pocket costs and
expenses incurred by the Transfer Agent, including photocopying costs,
in connection with the inspection.
In case of any request or demand for the inspection of the stock records
of the Corporation or any other records in the possession of the
Transfer Agent, the Transfer Agent will notify the Corporation for
instructions permitting or refusing such inspection. The Transfer Agent
reserves the right to permit the inspection of the stock records or
other records by a requesting party, if it is advised by its counsel
that such inspection is required by applicable law or regulation.
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Subject to applicable law and regulation, the Transfer Agent shall
maintain in a retrievable database electronic records of all cancelled
or destroyed stock certificates which have been canceled or destroyed by
the Transfer Agent. The Transfer Agent shall maintain such electronic
records for the time period required by applicable law and regulation.
Upon written request of the Corporation (and at the expense of the
Corporation), the Transfer Agent shall provide to the Corporation or its
designee copies of such electronic records relating to stock
certificates cancelled or destroyed by the Transfer Agent.
VI. RESPONSIBILITIES, INDEMNITIES, AND COMPENSATION HEREUNDER
The Transfer Agent may conclusively rely and act or refuse to act
without further investigation upon any list, instruction, certification,
authorization, stock certificate or other instrument or paper believed
by it in good faith to be genuine and unaltered, and to have been
signed, countersigned or executed by any duly authorized person or
persons, or upon the instruction of any officer of the Corporation or
the advice of counsel for the Corporation, or counsel for the Transfer
Agent. The Transfer Agent may make any transfer or registration of
ownership for such shares which is believed by it in good faith to have
been duly authorized or may refuse to make any such transfer or
registration if in good faith the Transfer Agent deems such refusal
necessary in order to avoid any liability upon either the Corporation or
itself.
If the Transfer Agent is replacing or succeeding a prior transfer agent
or recordkeeper, the Corporation shall provide a Corporation's Final
Balancing Report (See sample format in Exhibit E) and the prior transfer
agent shall provide a Prior Transfer Agent Final Balancing Report (See
sample format in Exhibit F), which will contain information about shares
outstanding, unresolved discrepancies, and such other information as the
Transfer Agent shall request.
The Transfer Agent may conclusively and in good faith rely upon the
records and information provided to it by the Corporation and its prior
transfer agent or recordkeeper without independent review and shall have
no responsibility or liability for the accuracy or inaccuracy of such
records and information.
The Corporation shall defend, indemnify and hold harmless the Transfer
Agent from and against any and all losses, costs, claims, damages,
suits, judgments, penalties, liabilities, and expenses, including
reasonable attorney's fees, which it may suffer or incur (a) relating to
claims of third parties arising from the services described in this
Agreement, (b) by reason of any act or omission of the Corporation,
including any act or omission of a prior transfer agent of the
Corporation, and (c) by reason of any action or non-action by the
Transfer Agent in accordance with this Agreement; provided, however, the
Corporation is not obligated to defend, indemnify and hold harmless the
Transfer Agent from and against any liabilities to the extent they are
caused by the gross negligence or willful misconduct of the Transfer
Agent.
In no event shall the Transfer Agent or its directors, officers, agents
and employees be liable for any special, indirect or consequential
damages from any
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action taken or omitted to be taken by it or them hereunder or in
connection herewith even if advised of the possibility of such damages.
These indemnification provisions shall survive any termination of
services under this Agreement, including resignation or removal of the
Transfer Agent.
The Transfer Agent may, in connection with the services described in
this Agreement, engage subcontractors, agents, or attorneys-in-fact,
provided the same shall have been selected with reasonable care. The
Transfer Agent is authorized by the Corporation to execute all
agreements, appoint agents or sub-agents and do all other acts deemed
necessary to carry out the general purposes of this Agreement.
The Transfer Agent may consult with counsel of its choice, and any
opinion of such counsel shall be full and complete authorization and
protection to the Transfer Agent with respect to any action taken or
omitted by it in good faith, in reliance upon such opinion, in
connection with the performance of its duties or obligations as Transfer
Agent, Registrar or Dividend Disbursing Agent. The Corporation agrees to
reimburse the Transfer Agent for all reasonable expenses, disbursements
and counsel fees (including reasonable expenses and disbursements of
counsel) incurred with respect thereto.
The Corporation agrees that the Transfer Agent shall be paid fees for
its services and reimbursed for expenses in accordance with the attached
fee schedule (See attached Fee Schedule - Exhibit G), which may be
updated by the Transfer Agent from time to time. Requests for payment of
fees and expenses shall be submitted in the form of a written invoice.
The Corporation will send payments for all undisputed invoices within
thirty (30) days of receipt of invoice or within forty-five (45) days if
paid by electronic funds transfer. Transfer Agent's fee schedule may be
revised to reflect cost increases due to (i) changes mandated by legal
or regulatory requirements, or (ii) cost increases due to additional
services requested by the Corporation that are not provided by Transfer
Agent to its customers generally without charging fees.
The Transfer Agent will, at its own expense, maintain in full force and
effect at all times during the term of this appointment insurance in
amounts with standard coverage and subject to deductibles as is
customary for insurance typically maintained by depository institutions
or trust companies which act as transfer agent. The Transfer Agent
shall, upon written request, provide to the Corporation a certificate of
insurance certifying that such policy or certificate is in full force
and effect.
The Transfer Agent will not have any liability for failure to perform or
delay in performing duties set forth herein if the failure or delay is
due to an event of force majeure. An event of force majeure is an event
or condition beyond the Transfer Agent's control including, but not
limited to acts of God, natural disaster, civil unrest, state of war,
fire, power failure, equipment failure, act of terrorism, or similar
events beyond the Transfer Agent's control. The Transfer Agent will make
reasonable efforts to prevent performance delays or disruptions in the
event of such occurrences.
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Nothing in this Agreement shall be construed to give any person or
entity other than the Transfer Agent and the Corporation, and their
successors and assigns, any legal or equitable right, remedy or claim
under this Agreement. This Agreement shall be for the sole and exclusive
benefit of the Transfer Agent and the Corporation.
VII. DIVIDEND DISBURSEMENT
The Transfer Agent, when appointed as Dividend Disbursing Agent by
resolution of the Corporation, will pay dividends for the shares of the
Corporation for which it now or hereafter may be acting as Transfer
Agent and Registrar, upon written notice by an officer of the
Corporation advising the Transfer Agent of a declaration of a dividend,
and the payment to the Transfer Agent of the necessary funds with which
to pay the dividend, in currently available funds at least one business
day before each dividend payable date.
The Corporation agrees to deposit good and collected funds with the
Transfer Agent, such that the collected balance available to the
Transfer Agent is sufficient to cover the amount of the dividend to be
paid. Neither party intends the Transfer Agent to make a loan to the
Corporation. The Transfer Agent shall have no obligation to pay the
dividend until the Corporation has provided sufficient collected and
immediately available funds to the Transfer Agent.
The Transfer Agent is authorized to draw and deliver from time to time
new checks for the payment of dividends to take the place of checks
theretofore drawn but not presented for payment, when such checks are
represented by the payees to have been lost, mislaid or destroyed, and
not to have been endorsed or negotiated, and the Transfer Agent stops
payment of such original check with its financial institution. Unclaimed
funds shall remain in designated disbursement accounts until such time
as they are claimed by the shareholder or their representative, or until
the Corporation, subject to applicable law and regulation, provides
further direction as to their disposition.
VIII. CONSENT TO USE OF LOGO
Transfer Agent agrees that without the prior written consent of
Corporation, it will not:
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(i) use the name, logos, service marks, or trademarks of
Corporation, or
(ii) reveal the existence or terms and conditions of this
Agreement, or that Transfer Agent is providing goods and/or
services to Corporation.
The provisions of this section apply to any disclosure to a third party,
including but not limited to, advertising, publicity releases, websites,
sales presentations, marketing materials, publications, correspondence,
and announcements. Requests for Corporation consent must be submitted
pursuant to the Notices provisions herein. Corporation may revoke any
consent given under this section at any time, upon notice to the
Transfer Agent.
Notwithstanding the preceding, upon prior written notice to Corporation,
Transfer Agent may make any disclosure specifically required by
applicable law or regulation.
Corporation grants the Transfer Agent, a revocable limited license to
use the Corporation's logo ("Logo") in connection with the Transfer
Agent's use of any of electronic images and print images, including but
not limited to the Wells Fargo Shareowner Services website, proxy
website, statements, proxies, envelopes, and checks. Corporation will
supply its Logo to the Transfer Agent as an electronic file or in
another mutually acceptable format. The Logo will not be used in any
manner that could reasonably be considered as an endorsement by the
company of the Transfer Agent without the Corporation's prior written
consent.
Corporation grants the Transfer Agent permission to make copies of the
Corporation's DRIP/DDP brochure/prospectus for the plan(s) managed by
Transfer Agent and to display those copies on Transfer Agent's Internet
website. The Transfer Agent agrees to discontinue use of the Logo within
30 days after receiving written notice from Corporation that permission
to use the Logo has been terminated.
IX. UNCLAIMED PROPERTY ADMINISTRATION
The Transfer Agent will provide unclaimed property reporting services
for abandoned share certificates and related cash dividends, which may
be deemed abandoned or otherwise subject to applicable unclaimed
property law or regulation. Such services may include preparation of
unclaimed property reports, delivery of abandoned property to various
states, completion of required due diligence notifications, responses to
inquiries from owners, and such other services as may reasonably be
necessary to comply with applicable unclaimed property law or
regulation.
The Corporation shall assist the Transfer Agent and provide such
cooperation as may reasonably be necessary in the performance of the
services hereunder including delivery to the Transfer Agent of any and
all such unclaimed property which may not otherwise be in the Transfer
Agent's possession.
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The Transfer Agent shall assist the Corporation in responding to
inquiries from administrators of state unclaimed property law or
regulation regarding reports filed on the Corporation's behalf or in
response to requests to confirm the name of a reclaiming owner. The
Transfer Agent shall exercise reasonable efforts to obtain release
agreements from the various states offering such release agreements with
respect to reports and abandoned property delivered to them and
indemnification agreements from those states willing to provide them.
The Transfer Agent, or its duly appointed agent, shall timely remit
unclaimed shares and cash of the Corporation to the appropriate state or
jurisdiction, as provided for under applicable unclaimed property law or
regulation. The Transfer Agent shall provide such reports regarding
unclaimed property services hereunder as the Corporation may reasonably
request from time to time.
If the Corporation elects not to have the Transfer Agent provide
unclaimed property services as described herein, the Corporation shall
give the Transfer Agent written notice of such election, and include in
such notice: a) acknowledgment by the Corporation that failure to report
unclaimed property may result in the assessment of interest and
penalties by the states against the Corporation; and b) statement
releasing the Transfer Agent from any liability for such penalties and
interest that may be assessed against the Corporation. See attached
Exhibit C for a sample of such notice.
X. LOST SECURITY HOLDER SEARCH SERVICES
Pursuant to Securities and Exchange Commission ("SEC") rules (See SEC
Rule 240.17Ad/Ad-17, as amended), the Transfer Agent is required to
provide the following services regarding lost security holder accounts,
which together constitute Standard Search Services:
- Conduct a national database search between three and twelve
months after a lost security holder account is identified.
- If the first national database search is not successful in
locating the holder, conduct a second search between six and
twelve months later.
- Report to the SEC in required transfer agent filings,
information about the age of lost security holder accounts and
amounts escheated to the various states.
Exceptions to the SEC search requirements include:
- Deceased shareholders
- Shareholders that are not natural persons (e.g., corporations,
partnerships)
- Cases where the value of all amounts due to the security holder
(market value of the security, plus dividends and interest
payable) are less than $25
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Transfer Agent reserves the right to conduct additional searches,
including searches for heirs of deceased holders, which constitute Deep
Search Services.
Transfer Agent reserves the right to work with service providers,
contractors, or agents, to conduct national database searches to locate
lost security account holders, or their beneficiaries or survivors,
using Standard Search Services and Deep Search Services. The Corporation
agrees to reimburse the Transfer Agent for reasonable fees and expenses
incurred by the Transfer Agent in the course of providing the referenced
search services. The referenced fees and expenses may be assessed
periodically by the Transfer Agent in accordance with the services
provided. (See attached Fee Schedule - Exhibit G.)
The Corporation hereby agrees to be enrolled in the referenced search
services, to be conducted by the Transfer Agent, or its service
providers, contractors or agents. Fees and expenses are subject to
change, and the Corporation will receive written notification from the
Transfer Agent in advance of such changes.
In the event that the Corporation determines that the Deep Search
Services should not be conducted, the Corporation shall give the
Transfer Agent written notice of such election. See attached Exhibit D
for a sample of such notice.
XI. CONFIDENTIAL INFORMATION
(a) Transfer Agent and Corporation acknowledge that during the course of
this Agreement, the parties hereto may make confidential data available
to each other or may otherwise obtain proprietary or confidential
information regarding the Corporation, its shareholders, or Transfer
Agent (collectively, hereinafter "Confidential Data"). Confidential Data
includes all information not generally known or used by others and which
gives, or may give the possessor of such information an advantage over
its competitors or which could cause Corporation or Transfer Agent
injury, loss of reputation or goodwill if disclosed. Such information
includes, but is not necessarily limited to, data or information which
identifies past, current or potential customers, shareholders, business
practices, financial results, research, development, systems and plans;
and/or certain information and material identified by Corporation or
Transfer Agent as "Proprietary" or "Confidential"; and/or data Transfer
Agent furnishes to Corporation from Transfer Agent's database; and/or
data received from Corporation and enhanced by Transfer Agent.
Confidential Data may be written, oral, recorded, or maintained on other
forms of electronic media. Because of the sensitive nature of the
information that Corporation or Transfer Agent and its employees or
agents may obtain as a result of this Agreement, the intent of the
parties is that these provisions be interpreted as broadly as possible
to protect Confidential Data.
(b) Transfer Agent acknowledges that all Confidential Data furnished by
Corporation is considered proprietary and strictly confidential.
Transfer Agent also acknowledges that the unauthorized use or disclosure
of any Confidential Data may cause irreparable harm to Corporation.
Accordingly, Transfer Agent agrees
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that Corporation shall be entitled to equitable relief, including
injunctive relief, in addition to all other remedies available at law
for any threatened or actual breach of this Agreement or any threatened
or actual unauthorized use or disclosure of Confidential Data.
Corporation agrees that the provisions and remedies of this section
shall also apply to Confidential Data received by Corporation relating
to Transfer Agent.
(c) Transfer Agent will employ the same security measures to protect
Confidential Data received from Corporation that it would employ for its
own comparable confidential information (but in no event less than a
reasonable degree of care in handling Confidential Data). Without
limiting the foregoing, Transfer Agent further agrees, subject to
applicable law and regulations, that: (i) Confidential Data shall not be
distributed, disclosed, or conveyed to any third party except by prior
written approval of Corporation; (ii) no copies or reproductions shall
be made of any Confidential Data, except as needed to provide the
services described in this Agreement; and (iii) Transfer Agent shall not
use any Confidential Data for its own benefit or for the benefit of any
third party.
(d) Except as prohibited by applicable law or regulation, Transfer Agent
shall promptly notify Corporation in writing of any subpoena, summons or
other legal process served on Transfer Agent for the purpose of
obtaining Confidential Data (i) consisting of a shareholder list, such
as an identified class of Corporation shareholders, or (ii) relating to
significant regulatory action or litigation that would have a material
effect on the performance of the Transfer Agent or corporate status of
Corporation. In such cases, Corporation shall have a reasonable
opportunity to seek appropriate protective measures; provided, however,
that this subsection shall not require Transfer Agent to notify
Corporation of its receipt of any subpoena, summons or other legal
process seeking Confidential Data for a single shareholder or group of
related shareholders in connection with routine tax levies or other
routine third party litigation involving a shareholder. Corporation will
indemnify Transfer Agent for all reasonable expenses incurred by
Transfer Agent in connection with determining the lawful release of the
Confidential Data.
(e) The obligations set forth in paragraphs (a) through (d) above shall not
apply to:
(i) any disclosure specifically authorized in writing by
Corporation;
(ii) any disclosure required by applicable law or regulation,
including pursuant to a court order; or
(iii) Confidential Data which:
(1) has become public without violation of this Agreement;
or
(2) was disclosed to Transfer Agent by a third party not
under an obligation of confidentiality to Corporation;
or
(3) was independently developed by Transfer Agent not
otherwise in violation or breach of this Agreement or
any other obligation of Transfer Agent to Corporation;
or
(4) was rightfully known to Transfer Agent prior to entering
into this Agreement.
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(f) The obligations of each party set forth in paragraphs (a) through (e)
above shall survive termination or assignment of this Agreement.
XII. RESIGNATION OR REMOVAL
The Transfer Agent may resign upon 30 days advance written notice of
termination to the Corporation. The Corporation may remove the Transfer
Agent as Transfer Agent, Registrar, Rights Agent, and/or Dividend
Disbursing Agent, as the case may be, upon 30 days advance written
notice of termination to the Transfer Agent, which notice shall include
a certified copy of a resolution of the Board of Directors of the
Corporation. Such removal shall become effective upon receipt by the
Transfer Agent of a certified copy of such resolution and upon the
payment of all amounts due the Transfer Agent, including any outstanding
fees and expenses, up to and including the removal date in connection
with the services provided hereunder. The Corporation agrees that any
blank stock certificates shall either be delivered directly to a
banknote printer to oversilver the name of the Transfer Agent, or
destroyed, as directed by the Corporation. The Corporation agrees to pay
the cost of oversilvering and delivering blank stock certificates, and
imprinting the name of the successor Transfer Agent thereon.
Upon the effective date of a resignation or removal in accordance with
the provisions noted above, the Transfer Agent shall deliver, at the
expense of the Corporation, to the Corporation, or to a successor
transfer agent as directed in writing by the Corporation, all records of
the Corporation in the possession of the Transfer Agent, with the
exception of any blank stock certificates, as discussed in the paragraph
directly above.
In the event that either party shall cease conducting business in the
normal course, become insolvent, or is the subject of a petition in
bankruptcy and such petition is not dismissed within sixty (60) days
from its filing, then at the option of the other party, this Agreement
shall terminate immediately upon written notice received from the
terminating party. Upon termination of this Agreement, each party shall,
subject to applicable law and regulation, promptly return to the other,
all papers, materials and other property of the other held by each.
XIII. MERGER OR CONSOLIDATION
Any company into which the business of the Transfer Agent may be merged,
consolidated or converted, or any company resulting from any merger,
conversion or consolidation to which it shall be a party, shall be the
successor Transfer Agent, Registrar, Rights Agent, and/or Dividend
Disbursing Agent, as the case may be, without the execution or filing of
any paper or the performance of any further act, anything herein to the
contrary notwithstanding.
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XIV. NOTICES
All notices to be given by one party to the other under this Agreement
shall be in writing and shall be sufficient if made to such party at
their respective address set forth below by:
(i) personal delivery (including delivery by any commercial
delivery service);
(ii) registered or certified mail, postage prepaid, return
receipt requested; or
(iii) facsimile transmission ("Fax");
If notice to the Corporation, to the address specified by the
Corporation in the appointment documentation listed in Exhibit A.
If notice to the Transfer Agent:
Wells Fargo Shareowner Services
Attn: Manager of Account Administration
161 North Concord Exchange
South St. Paul, Minnesota 55075-1139
Facsimile: 651-552-6942
These addresses may be changed by giving written notice to the other
party.
All notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if mailed, by registered or certified
mail, return receipt requested, or, if by other means, including
facsimile capable of transmitting or creating a written record directly
to the office of the recipient, when received by the recipient party at
the address shown above, or at such other addresses as may hereafter be
furnished to the parties by like notice. Any such demand, notice or
communication hereunder shall be deemed to have been received on the
date received at the premises of the addressee (as evidenced, in the
case of registered or certified mail, by the date noted on the return
receipt, or in the case of facsimile, the date noted on the confirmation
of such transmission).
XV. GOVERNING LAW
This Agreement shall be construed, performed and enforced in accordance
with, and governed by, the laws of the State of Minnesota.
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XVI. AMENDMENT; ENTIRE AGREEMENT; SEVERABILITY
This Agreement may be amended or modified only by a written document
authorized, executed and delivered by the Corporation and the Transfer
Agent. Such document may be in the form of a resolution of the
Corporation adopting a written amendment approved by the Transfer Agent.
This Agreement, together with the exhibits and schedules referred to
herein or delivered pursuant hereto, constitute the entire agreement and
understanding of the parties with respect to the matters and
transactions contemplated by this Agreement and supersede any prior
agreement and understandings with respect to those matters and
transactions. Each provision and agreement herein shall be treated as
separate and independent from any other provision or agreement herein
and shall be enforceable notwithstanding the unenforceability of any
such other provision or agreement.
IN WITNESS WHEREOF, the Corporation and the Transfer Agent have caused their
names to be signed hereto by their duly authorized officers, all as of the date
first written above.
Allergan, Inc.,
By: /s/ James M. Hindman
--------------------
Name: James M. Hindman
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Title: Senior Vice President, Treasury, Risk and
-----------------------------------------
Investor Relations
-----------------------------------------
WELLS FARGO BANK, N.A., as Transfer Agent
By: /s/ Darren Larson
--------------------
Name: Darren Larson
-----------------------------------------
Title: Vice President
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