EX-10.1



 Exhibit 10.1 

Execution Version 

FIRST AMENDMENT 
 This
FIRST AMENDMENT (this “Amendment”) dated as of November 12, 2015 is among Baxalta Incorporated, a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (in
such capacity, the “Administrative Agent”) and the undersigned financial institutions. 
 R E C
I T A L S: 
 A. The Borrower, the Administrative Agent and various lenders are parties to a Credit
Agreement dated as of July 1, 2015 (the “Credit Agreement”; capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement). 

B. The Borrower, the Administrative Agent and the undersigned Banks have agreed to amend the Credit Agreement as set forth below. 

NOW, THEREFORE, the parties hereto agree as follows: 

1. Amendment to Credit Agreement. Upon the effectiveness hereof pursuant to Section 3 below, the definition of “Change
of Control” in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows: 

“Change of Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) of fifty percent (50%) or more of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower. 
 2. Representations and Warranties of the Borrower. The Borrower represents and warrants that:

 (a) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary
corporate action and this Amendment is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and 
 (b) no Event of
Default or Unmatured Event of Default has occurred and is continuing. 
 3. Effectiveness. This Amendment shall become effective on
the date on which the Administrative Agent has received counterparts hereof signed by the Borrower, the Administrative Agent and the Majority Banks. 







 4. Miscellaneous. 

(a) Except as specifically amended hereby, the Credit Agreement, the Notes and the other agreements, instruments and documents
executed in connection therewith (collectively, the “Loan Documents”) shall remain in full force and effect and are hereby ratified and confirmed. 

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of
the Administrative Agent or any Bank under the Credit Agreement or any other Loan Document, or constitute a waiver of any provision of the Credit Agreement or any other Loan Document. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 

(c) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purposes. 
 (d) The provisions of Sections 11.08 (Governing Law) and 11.11
(Execution in Counterparts) of the Credit Agreement are incorporated herein by reference as if set forth herein, mutatis mutandis. 

[Signature Pages Follow] 

  
 2 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above
written. 
  

			
	BAXALTA INCORPORATED
		
	By:	 	 /s/ Todd Young

	Name:	 	Todd Young
	Title:	 	SVP and Treasurer



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	JPMorgan Chase Bank, National Association,
	as Administrative Agent and as a Bank
		
	By	 	 /s/ Lisa A. Whatley

		 	Name:	 	Lisa A. Whatley
		 	Title:	 	Managing Director



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	Bank of America, N.A.
		
	By	 	 /s/ Joseph L. Corah

		 	Name:	 	Joseph L. Corah
		 	Title:	 	Director



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	CITIBANK, N.A.
		
	By	 	 /s/ Laura Fogarty

		 	Name:	 	Laura Fogarty
		 	Title:	 	Vice President



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By	 	 /s/ Ming K. Chu

		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President
		
	By	 	 /s/ Virginia Cosenza

		 	Name:	 	Virginia Cosenza
		 	Title:	 	Vice President



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	GOLDMAN SACHS BANK USA
		
	By	 	 /s/ Jerry Li

		 	Name:	 	Jerry Li
		 	Title:	 	Authorized Signatory



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	UBS AG, Stamford Branch
		
	By	 	 /s/ Denise Bushee

		 	Name:	 	Denise Bushee
		 	Title:	 	Associate Director
		
	By	 	 /s/ Craig Pearson

		 	Name:	 	Craig Pearson
		 	Title:	 	Associate Director



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By	 	 /s/ Christopher Day

		 	Name:	 	Christopher Day
		 	Title:	 	Authorized Signatory
		
	By	 	 /s/ Karim Rahimtoola

		 	Name:	 	Karim Rahimtoola
		 	Title:	 	Authorized Signatory



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	HSBC Bank USA, N.A.
		
	By	 	 /s/ Andrew Bicker

		 	Name:	 	Andrew Bicker
		 	Title:	 	Senior Vice President



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	MIZUHO BANK (USA)
		
	By	 	 /s/ Bertram H. Tang

		 	Name:	 	Bertram H. Tang
		 	Title:	 	Senior Vice President



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	THE Bank of Tokyo-Mitsubishi UFJ, Ltd.
		
	By	 	 /s/ Jaime Johnson

		 	Name:	 	Jaime Johnson
		 	Title:	 	VP



  
 Signature page to
Baxalta Incorporated First Amendment 








 
					
	Bank of China, Chicago Branch
		
	By	 	 /s/ Xu Kefei

		 	Name:	 	Xu Kefei
		 	Title:	 	SVP & Branch Manager



  
 Signature page to
Baxalta Incorporated First Amendment