EX-10.6



 Exhibit 10.6 

DEED OF INDEMNIFICATION 

This Deed of Indemnification, dated as of             ,
20    , is made by and between Actavis plc, an Irish public limited company (the “Company”), and                     
(“Indemnitee”). 
 WHEREAS, the Company desires to ensure that the Company benefits from the services of highly qualified,
experienced and otherwise competent persons such as Indemnitee; 
 WHEREAS, the Company previously requested that Indemnitee serve the
Company as a director of the Company, and, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, in each case whether organized
under the laws of Ireland, any foreign nation or any political subdivision thereof; and 
 WHEREAS, Indemnitee desires to be indemnified by
the Company and has agreed to become a director of the Company in reliance upon the Company’s promise to provide indemnification on the basis (i) herein set forth and (ii) set forth in an indemnification agreement between Actavis W.C.
Holding Inc. and Indemnitee. 
 NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants herein contained, the
parties hereto agree as follows: 
 Section 1. Generally. 

(a) In consideration of Indemnitee agreeing to act and continue to act as director of the Company, in addition to and without prejudice to any
other right of indemnity in favour of Indemnitee from time to time, the Company hereby irrevocably and unconditionally agrees and undertakes with Indemnitee subject to Section 200 of the Companies Act 1963 upon first demand to indemnify and
keep Indemnitee (and any alternate director appointed by such Indemnitee to act on his behalf together with their respective estates) indemnified and held harmless from and against, and to assume all liability for, any and all proceedings
(including, without limitation, claims, demands and actions), liability, damage, loss, charge, detriment, cost, Expenses, judgments or fines suffered, incurred or sustained by Indemnitee (or any such alternate director or their respective estates)
arising directly or indirectly out of or in connection with his acting as a director or alternate director (as the case may be) of the Company otherwise than by reason of the dishonesty, fraud, breach of fiduciary duty, negligence or wilful
misconduct of Indemnitee or such alternate director (as the case may be). For the avoidance of doubt, the foregoing indemnity shall extend to any liability incurred by Indemnitee in defending proceedings, whether civil or criminal, in which
judgement is given in his favour in which he is acquitted, in connection with any application under Section 391 of the Companies Act 1963 or Section 42 of the Companies (Amendment) Act 1983 in which relief is granted to him by the court.

 (b) The indemnification provided by this Section 1 shall be from and against Expenses, judgments and fines actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company. 







 (c) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or
hereafter have to indemnification by the Company or otherwise. 
 Section 2. Successful Defense; Partial Indemnification. 

(a) To the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue
or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred in connection therewith. 
 (b) If
Indemnitee is entitled under any provision of this Deed to indemnification by the Company for some or a portion of the Expenses, judgments and fines actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any
proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses,
judgments and fines. 
 Section 3. Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless
otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in
Section 1(b) of this Deed. Any such determination shall be made (i) by a majority vote of the directors who are not parties to the proceeding in question (“disinterested directors”), even if less than a quorum,
(ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by independent legal counsel, or (iv) by a court of competent jurisdiction.

 Section 4. Notification and Defense of Claim. 

(a) Promptly after receipt by Indemnitee of notice of the commencement of any proceeding, Indemnitee shall notify the Company of the
commencement thereof. The failure to promptly notify the Company of the commencement of the proceeding, or Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder,
except to the extent the Company is prejudiced in its defense of such proceeding as a result of such failure. 
 (b) If any action,
proceeding, claim or demand shall be brought or asserted against Indemnitee or any alternate director appointed by him to act on his behalf in respect of which indemnity may be sought against the Company, the Company, if appropriate, shall be
entitled to assume the defense of such proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Deed for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (1) Indemnitee shall
have the right to employ Indemnitee’s own counsel in such proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (ii) counsel to
the Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and Indemnitee in the conduct of
any such defense or (iii) the Company shall not, in 

  
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fact, have employed counsel to assume the defense of such proceeding, then the Expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided
by this Deed. Notwithstanding the foregoing, in the case of clause (iii) of the preceding sentence, Indemnitee acknowledges that, in connection with any one such proceeding involving at least one other party to whom the Company owes obligations
identical or similar to those owed to Indemnitee under this Deed, or separate but substantially similar proceedings arising out of the same general allegations and involving at least one other party to whom the Company owes obligations identical or
similar to those owed to Indemnitee under this Deed, the Company will not be liable for the Expenses of more than one separate firm of attorneys (in addition to any local counsel necessary for the representation). The Company shall not be entitled,
without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

 Section 5. Warranty. 
 The
Company warrants by its execution hereof that it has power to enter into and has duly authorised the execution and delivery of this Indemnity and that its obligations hereunder constitute legal, valid and binding obligations enforceable against the
Company in accordance with its terms. 
 Section 6. Procedure for Indemnification. 

(a) To obtain indemnification, Indemnitee shall promptly submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors of the Company in writing that Indemnitee has requested indemnification. 
 (b) The
Company’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event within sixty (60) days following receipt of a request for indemnification pursuant to Section 6(a). The
right to indemnification as granted by Section 1 of this Deed shall be enforceable by Indemnitee in any court of competent jurisdiction if the Company denies such request, in whole or in part, or fails to respond within such 60-day
period. It shall be a defense to any such action that Indemnitee has not met the standard of conduct set forth in Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Company. Neither
the failure of the Company (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is
proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1, nor the fact that there has been an actual determination by the Company (including its Board of Directors or one of its
committees, its independent legal counsel, and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of
conduct. 
 (c) Subject to the limitations set forth in Section 8, Indemnitee shall be presumed to be entitled to
indemnification under this Deed upon submission of a request for 

  
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indemnification pursuant to this Section 6, and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption.
Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Company overcomes such presumption by clear and convincing evidence. 

Section 7. Insurance and Subrogation. 

(a) The Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Company
as a director or officer of the Company against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Company would
have the power to indemnify Indemnitee against such liability under the provisions of this Deed. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a proceeding, the Company
shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf
of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. 
 (b) In the event of any
payment by the Company under this Deed, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all Expenses
actually and reasonably incurred by Indemnitee in connection with such subrogation. 
 (c) The Company shall not be liable under this Deed
to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and excise taxes or penalties if and to the extent that Indemnitee has otherwise actually received such payment under this Deed or any
insurance policy, contract, agreement or otherwise. 
 Section 8. Limitation on Indemnification. Notwithstanding any other
provision herein to the contrary, the Company shall not be obligated pursuant to this Deed: 
 (a) Claims Initiated by Indemnitee. To
indemnify to Indemnitee with respect to a proceeding (or part thereof) initiated by Indemnitee. 
 (b) Action for Indemnification. To
indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Deed. 

(c) Section 16 Violations. To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered
against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. 

(d) Non-compete and Non-disclosure. To indemnify Indemnitee in connection with proceedings involving the enforcement of non-compete
and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements Indemnitee may be a party to with the Company. 

  
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 (e) Additional Limitations. To indemnify Indemnitee in circumstances where Indemnitee is a
defendant or a respondent in a proceeding and (i) Indemnitee is not acquitted or judgment is not given in Indemnitee’s favour and (ii) the court does not grant relief to Indemnitee in connection with any application under
Section 391 or Section 42 of the Companies Act. 
 Section 9. Savings Clause. If any provision or provisions of this
Deed shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to Expenses, judgments and fines with respect to any proceeding, including an action by or in the right of
the Company, to the full extent permitted by any applicable portion of this Deed that shall not have been invalidated and to the full extent permitted by applicable law. 

Section 10. Certain Definitions. For purposes of this Deed, the following definitions shall apply: 

(a) The term “Expenses” shall include all reasonable attorneys’ fees (applying the Company’s billing guidelines, if any,
and otherwise consistent with the Company’s past practice for payment of legal fees for outside counsel), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Deed, excise taxes and penalties, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a proceeding. Expenses also shall include
(i) Expenses incurred in connection with any appeal resulting from any proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and
(ii) Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Deed, by litigation or otherwise, in accordance with Section 16. Expenses, however, shall not
include the amount of judgments or fines against Indemnitee. 
 (b) The term “Company” shall include, without limitation and in
addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its
directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer shall stand in the same position under the
provisions of this Deed with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. 

(a) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Deed. 

  
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 Section 11. Form and Delivery of Communications. Any notice, request or other
communication required or permitted to be given to the parties under this Deed shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, return
receipt requested, postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice): 

If to the Company: 
 Actavis plc

 Morris Corporate Center III, 400 Interpace Parkway 

Parsippany, NJ 07054 
 Attn: Chief
Legal Officer – Global and Secretary 
 Facsimile: 

If to Indemnitee: 
 [ — ] 
 Section 12. Subsequent Legislation. If the Companies Act 1963 is
amended after adoption of this Deed to expand further the indemnification permitted to directors or officers, then the Company shall indemnify Indemnitee to the fullest extent permitted by the Companies Act 1963, as so amended. 

Section 13. Effective Date and Release. 

This Indemnity shall be effective and shall remain in full force and effect until Indemnitee confirms in writing to the Company that it is
released from its obligations hereunder. The resignation of Indemnitee shall not terminate or otherwise prejudice his continuing rights hereunder. 

Section 14. Nonexclusivity; No Duplication of Payments. 

(a) The provisions for indemnification set forth in this Deed shall not be deemed exclusive of any other rights which Indemnitee may have under
any provision of law, the Company’s Memorandum and Articles of Association (as may be amended from time to time), in any court in which a proceeding is brought, the vote of the Company’s stockholders or disinterested directors, other
agreements or otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as director or officer of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However,
no amendment or alteration of the Company’s Memorandum or Articles of Association or any other agreement shall adversely affect the rights provided to Indemnitee under this Deed. 

(b) The Company shall not be liable under this Deed to make any payment to Indemnitee in respect of any expenses, judgments and fines or any
other amounts paid to or incurred by Indemnitee to the extent Indemnitee has otherwise received payment, including, without limitation, under any insurance policy, the Company’s Memorandum or Articles of Association, the organizational
documents of any of the Company’s subsidiaries or any agreement between Indemnitee and any of the Company’s subsidiaries (each, an “Alternative Source”), for such expenses, judgments and fines or amounts that are otherwise
indemnifiable by the Company hereunder. In the event that Indemnitee receives from the Company and an 

  
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Alternative Source a duplicate payment in respect of the same expenses, judgments and fines or any other amounts incurred by Indemnitee, Indemnitee shall promptly reimburse the Company in the
amount of such duplicate payment. 
 Section 15. Enforcement. The Company shall be precluded from asserting in any judicial
proceeding that the procedures and presumptions of this Deed are not valid, binding and enforceable. The Company agrees that its execution of this Deed shall constitute a stipulation by which it shall be irrevocably bound in any court of competent
jurisdiction in which a proceeding by Indemnitee for enforcement of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Deed are unique and special, and that failure of the Company to comply
with the provisions of this Deed will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect
to breach of this Deed, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Deed. 

Section 16. Interpretation. 

(a) It is understood that the parties hereto intend this Deed to be interpreted and enforced so as to provide indemnification to Indemnitee to
the fullest extent now or hereafter permitted by law. 
 (b) In this Deed any reference to any statute shall be construed as a reference to
that statute as extended, modified, replaced or re-enacted from time to time (whether before or after the date hereof) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether
before or after the date hereof). 
 Section 18. Entire Agreement. This Deed and the documents expressly referred to herein
constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly
superseded by this Deed. 
 Section 19. Modification and Waiver. No supplement, modification or amendment of this Deed shall be
binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Deed shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver. 
 Section 20. Successor and Assigns. All of the terms and provisions of this Deed shall be binding upon,
shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor
(whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to
perform this Deed in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 

Section 21. Service of Process and Venue. For purposes of any claims or proceedings to enforce this Deed, the Company consents to
the jurisdiction and venue of any court of competent jurisdiction in Ireland, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim. 

  
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 Section 22. Supersedes Prior Agreement. This Deed supersedes any prior deed of
indemnification or indemnification agreement between Indemnitee and the Company or its predecessors; provided, however, for the avoidance of doubt, that this Deed does not supersede or otherwise affect Indemnitee’s rights under any
indemnification agreement between Indemnitee and Actavis W.C. Holding Inc., a Delaware corporation and wholly-owned subsidiary of the Company. 

Section 23. Governing Law. This Deed shall be governed exclusively by and construed according to the laws of Ireland, as applied
to contracts between Irish residents entered into and to be performed entirely within Ireland. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any jurisdiction other than Ireland govern
indemnification by the Company of its officers and directors, then the indemnification provided under this Deed shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Deed to the
contrary. 
 Section 25. Employment Rights. Nothing in this Deed is intended to create in Indemnitee any right to employment or
continued employment. 
 Section 26. Counterparts. This Deed may be executed in two or more counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart. 

Section 27. Headings. The section and subsection headings contained in this Deed are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Deed. 
 IN WITNESS WHEREOF, this Deed has been duly executed and delivered to be
effective as of the date first above written. 
  

			
	GIVEN UNDER THE COMMON SEAL OF ACTAVIS PLC
		
	By:	 	  

	Name:	 	
	Title:	 	Director
	
	INDEMNITEE:
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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