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On 30 March 2015, In The Framework Of The Closing Of The Spa, Parties Entered Into A "non-compete Agreement Mr Marc Coucke" (the Original Agreement )

NonCompetition Agreement

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 This NonCompetition Agreement involves

PERRIGO CO PLC | Alychlo NV | Omega Pharma Invest NV | On 6 November 2014, Perrigo Company Plc

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Title: On 30 March 2015, in the framework of the closing of the SPA, Parties entered into a "Non-Compete Agreement Mr Marc Coucke" (the Original Agreement )
Date: 4/28/2016
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.3

 

Amendment to the “Non-compete agreement Mr. Marc Coucke dated 30 March 2015”

 

This amendment agreement (the Amendment ) is made on 27 April 2016 between:

(1)

Perrigo Ireland 2 , a private company limited by shares incorporated under the laws of Ireland with registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, registered with the Companies Registration Office under number 541882 ( Perrigo Ireland 2 ) and,

 

(2)

Mr. Marc Coucke , residing at Lembergsesteenweg 19, 9820 Merelbeke,

hereafter together referred to as the Parties , and individually, a Party .

WHEREAS:

(A)

On 6 November 2014, Perrigo Company Plc and Alychlo NV, amongst others, entered into an agreement for the sale and purchase of 685,348,257 shares of Omega Pharma Invest NV (the SPA ), which has been amended from time to time;

 

(B)

On 17 March 2015, Perrigo Company Plc assigned its rights and obligations under the SPA to Perrigo Ireland 2;

 

(C)

On 30 March 2015, in the framework of the closing of the SPA, Parties entered into a “Non-Compete Agreement Mr Marc Coucke” (the Original Agreement );

 

(D)

As set forth in the Mutual Agreement entered into by Omega Pharma NV, Perrigo Company, PLC, Perrigo Ireland 2, Mylecke Management, Art & Invest NV, Alychlo NV and Mr. Marc Coucke of even date herewith, the Parties wish to modify the scope and term of the non-compete arrangements of the Original Agreement as set out in this Amendment.

IT IS HEREBY AGREED AS FOLLOWS

1.

Definitions

 

Capitalised terms used herein and not otherwise defined shall have the meaning set forth in the Original Agreement.

2.

Amendment

 

Section 2.1 of the Original Agreement shall be substituted as follows:

“Mr Marc Coucke covenants with Perrigo Ireland 2 that he shall not, whether alone or jointly with another party, and whether directly or indirectly, set up or participate in a business that directly competes with the Business of the Group Companies as on Completion Date until (x) 27 April 2018 in the European Economic Area (other than Belgium) for the Business, (y) 27 April 2018 in Belgium with respect to the distribution of generic drugs, and (z) 27 April 2017 in Belgium for the Business that is not distribution of generic drugs, provided that this restriction shall not:

(a)

prevent the continuation by Mr Marc Coucke of any activities as conducted by him on 6 November 2014; or

 

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