13D Filing: Farallon Capital and Nexvet Biopharma PLC (NVET)

(c)

this undertaking being available for inspection as required by the Rules.

5.2

We shall promptly give you all information and any assistance as you may reasonably require for the preparation of the Press Announcement, any Scheme Document and any other announcement to be made, or document to be issued, by or on behalf of Zoetis or the Company in connection with the Transaction in order to comply with the requirements of the Rules, the Panel, the Irish High Court or any other legal or regulatory requirement or body. We shall immediately notify you in writing of any change in the accuracy or impact of any information previously given to you by us.

6.

Secrecy

7.

Implementation by way of takeover offer

7.1

We acknowledge that Zoetis shall have (in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement)) the right and may elect at any time (with the consent of the Panel and whether or not the Scheme Document has then been despatched) to implement the Transaction by way of a takeover offer (the “Offer“), as opposed to by way of a Scheme, provided that:

(a)

Zoetis has made that election in accordance with the terms of the Transaction Agreement (as defined in the Press Announcement); and

(b)

such takeover offer is made on terms at least as favourable in the aggregate as the terms of the Scheme (except in relation to the acceptance condition which will be set at 80% of the shares to which such offer relates or such lesser percentage as Zoetis may, with the consent of the Panel (if required), decide).

7.2

If such an Offer is made by Zoetis, we undertake and warrant that, notwithstanding any other provision of this Deed, any undertakings, agreements, warranties, appointments, consents and waivers in this undertaking shall apply mutatis mutandis to such Offer and, in particular, we undertake to accept, or procure the acceptance of, such Offer, in respect of the Subject Shares.  We further undertake, if so required by Zoetis, to execute or procure the execution of all such other documents as may be necessary for the purpose of giving Zoetis the full benefit of the undertakings herein with respect to such offer.

7.3

References in this undertaking to:

(a)

the Scheme becoming effective shall be read as references to the Offer becoming or being declared unconditional in all respects;

(b)

the Scheme lapsing or being withdrawn shall be read as references to the closing or lapsing of the Offer; and

(c)

to the Scheme Document shall be read as references to the Offer Document.