Section 102(b)(7) of the DGCL provides that a corporations certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
Amneals Certificate of Incorporation (the Charter) provides for the mandatory indemnification, to the fullest extent permitted by applicable
law, of any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person for whom he is
the legal representative, is or was a director or officer of Amneal or is or was serving at the request of Amneal as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys fees) reasonably incurred by such person.
However, Amneal will not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person or any
proceeding by such person against Amneal or its directors, officers, employees or other agents unless (i) such indemnification is expressly required to be made by applicable law, (ii) the proceeding was authorized by Amneals Board of
Directors, (iii) such indemnification is provided by Amneal, in its sole discretion, or (iv) such indemnification is required to be made under the Charter, pursuant to the powers vested in Amneal under the DGCL or any other applicable law.
The Charter provides for mandatory advancement of expenses incurred by any indemnified person; provided the person to whom expenses are advanced
undertakes to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified by Amneal under its Charter or otherwise.
However, no advance will be made by Amneal to an executive officer of Amneal (except when such executive officer is or was a director of Amneal) in any
action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of directors who were not parties to the proceeding, even if not a quorum, or
(ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion,
that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best
interests of Amneal.
We have obtained directors and officers insurance to cover our directors, officers and some of our employees for certain
liabilities. We have also entered into written indemnification agreements with our directors and executive officers. Under these agreements, if an officer or director makes a claim of indemnification to us, either a majority of the independent
directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit (under
Delaware law) and require (under the indemnification agreement) us to indemnify the officer or director.
A list of exhibits included as part of this Registration Statement is set forth in the Index to Exhibits appearing elsewhere herein and is incorporated herein
by reference.