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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
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(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 al
