8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 8-K

_______________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 27, 2016

_______________________________________________

Perrigo Company plc

(Exact name of registrant as specified in its charter)

_______________________________________________

Commission file number 001-36353

Ireland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland	-
(Address of principal executive offices)	(Zip Code)

+353 1 7094000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]     Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[ ]         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 28, 2016, Perrigo Company plc (the “Company”) announced the resignation of Marc Coucke as the Executive Vice President and General Manager of the Branded Consumer Healthcare business. On April 27, 2016, the Company, Omega Pharma NV (“Omega”), Perrigo Ireland 2 Ltd, Mylecke Management, Art & Invest NV (“Mylecke”), Alychlo NV (“Alychlo”) and Mr. Coucke entered into an agreement (the “Mutual Agreement”), to memorialize the terms and conditions of Mr. Coucke’s resignation and the termination and amendments of certain arrangements that the Company had previously entered into with Mr. Coucke or entities affiliated with Mr. Coucke.

The Mutual Agreement provides for the immediate (i) termination of that certain Consultancy Agreement (the “Consultancy Agreement”), dated November 5, 2014, between Omega and Mylecke, pursuant to which Mr. Coucke provided certain services to the Branded Consumer Healthcare business, (ii) amendment of certain non-compete covenants made to the Company by Alychlo, an entity controlled by Mr. Coucke, in the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest N.V., dated as of November 6, 2014, by and among the Company, Alychlo and Holdco I BE N.V., (iii) amendment of the Non-Compete Agreement between the Company and Mr. Coucke dated March 30, 2015, (iv) revision of the schedule of the release of the Company’s ordinary shares held by Mr. Coucke from that certain lock-up agreement dated March 30, 2015, and (v) forfeiture of restricted stock of the Company previously granted to Mylecke and Mr. Coucke.

Under the terms of the Mutual Agreement, Mr. Coucke may not, directly or indirectly, jointly or with any other person, set up or participate in a business that directly competes with the business of the Company and its affiliates (defined for this purpose to mean the supply and distribution of OTC medicines, generic drugs and health and beauty aids) in the “European Economic Area (other than Belgium)” (two-year non-compete); in Belgium but only with respect to the distribution of generic drugs (two-year non-compete); and in Belgium with respect to Company business other than the distribution of generic drugs (one-year non-compete).

With respect to the schedule of the release of Mr. Coucke’s shares from the lock-up agreement, the Mutual Agreement provides that the shares would be released in four equal installments on each of September 30, 2016, December 31, 2016, March 31, 2017, and December 31, 2017.

In connection with the Mutual Agreement, the Company has agreed to make the following payments to Mr. Coucke and/or Mylecke: (i) EUR 1,200,000; (ii) up to EUR 1,600,000 for services already rendered under the Consultancy Agreement to the extent they have not already been paid; and (iii) up to EUR 25,000 in accrued expenses.

Mr. Coucke served as a director of the Company through the Company’s Annual General Meeting of Shareholders on April 26, 2016. Mr. Coucke was not nominated to stand for re-election at that Annual General Meeting.

The descriptions of the Mutual Agreement and the corresponding amendments are qualified in their entirety by reference to the copies thereof filed as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

The description of the termination of the Consultancy Agreement as set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this item.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

10.1 Mutual Agreement dated April 27, 2016 among the Company, Omega Pharma NV, Perrigo Ireland 2 Ltd, Mylecke Management, Art & Invest NV, Alychlo NV and Marc Coucke

10.2 Amendment dated April 27, 2016 to the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest N.V., dated as of November 6, 2014, by and among the Company, Alychlo N.V. and Holdco I BE N.V.

10.3 Amendment dated April 27, 2016 to the Non-Compete Agreement between the Company and Marc Coucke dated March 30, 2015

10.4 Amendment dated April 27, 2016 to the Lock-up Agreement between the Company and Alychlo NV dated March 30, 2015

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		(Registrant)
		PERRIGO COMPANY PLC
		By:	/s/ Judy L. Brown
Dated:	April 28, 2016		Judy L. Brown
			Executive Vice President and
			Chief Financial Officer
			(Principal Accounting and Financial Officer)

INDEX TO EXHIBITS

10.1 Mutual Agreement dated April 27, 2016 among the Company, Omega Pharma NV, Perrigo Ireland 2 Ltd, Mylecke Management, Art & Invest NV, Alychlo NV and Marc Coucke

10.2 Amendment dated April 27, 2016 to the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest N.V., dated as of November 6, 2014, by and among the Company, Alychlo N.V. and Holdco I BE N.V.

10.3 Amendment dated April 27, 2016 to the Non-Compete Agreement between the Company and Marc Coucke dated March 30, 2015

10.4 Amendment dated April 27, 2016 to the Lock-up Agreement between the Company and Alychlo NV dated March 30, 2015

EX-10.1

Exhibit 10.1

EXECUTION COPY

MUTUAL AGREEMENT

Dated 27 APRIL 2016

OMEGA PHARMA NV

PERRIGO COMPANY PLC

PERRIGO IRELAND 2 LTD

and

MYLECKE MANAGEMENT, ART & INVEST NV

ALYCHLO NV

MARC COUCKE

THIS AGREEMENT is made

BETWEEN:

(1) OMEGA PHARMA NV, a limited liability company incorporated under the laws of Belgium, with registered office at Venecoweg 26, 9810 Nazareth, registered in the Crossroad Bank of Enterprises under company number 0431.676.229 (RPR Gent, division Gent) (Omega);

(2) PERRIGO COMPANY PLC, a public limited company incorporated under the laws of Ireland, with registered office at Treasury Building, Lower Grand Canal Street, Dublin, Ireland, registered with the Companies Registration Office under number 529592 (Perrigo);

(3) PERRIGO IRELAND 2 LTD, 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);

(4) MYLECKE MANAGEMENT, ART & INVEST NV, a limited liability company incorporated under the laws of Belgium, with registered office at Lembergsesteenweg 19, 9820 Merelbeke, registered in the Crossroad Bank of Enterprises under company number 0839.876.577 (RPR Gent, division Gent) (the Management Company);

(5) ALYCHLO NV, a limited liability company incorporated under the laws of Belgium, with registered office at Lembergsesteenweg 19, 9820 Merelbeke, and registered in the Crossroad Bank of Enterprises under company number 0895.140.645 (RPR Gent, division Gent) (Alychlo); and

(6) MARC COUCKE, residing at Lembergsesteenweg 19, 9820 Merelbeke (Mr Coucke and together with the Management Company and Alychlo, the MC Parties),

each referred to as a Party and together as the Parties.

BACKGROUND:

(A) The Management Company entered into a consultancy agreement with Omega on 5 November 2014 to provide e.g. day-to-day management services (the Consulting Agreement). The services rendered under this Consulting Agreement are provided for by Mr. Coucke, in his capacity of representative of the Management Company;

(B) On 6 November 2014, Alychlo and Perrigo entered (together with Holdco I BE NV) into an agreement for the sale and purchase of shares of Omega Pharma Invest NV, which was further amended in March 2015 (the SPA);

(C) On 30 March 2015, Alychlo and Perrigo entered into a lock-up agreement relating to Perrigo shares (the Lock-up Agreement);

(D) On 30 March 2015, Alychlo and Perrigo entered into a registration rights agreement (the Registration Rights Agreement);

(E) On 30 March 2015, Alychlo and Perrigo entered (together with Computershare Inc. and Computershare Trust Company N.A.) into a stock escrow agreement (the Stock Escrow Agreement);

(F) On 30 March 2015, Mr. Marc Coucke and Perrigo Ireland 2 entered into a non-compete agreement (the Non-Compete Agreement);

(G) The Management Company received grants of restricted stock of Perrigo (the Grants);

(H) The Parties mutually agreed to terminate the Consulting Agreement with effect from the Effective Time (as defined below) and have agreed to a number of provisions in relation to the termination as set out in this agreement (together with its annexes, the Agreement or the Mutual Agreement).

IT IS AGREED as follows:

1. Definitions

In this Mutual Agreement:

Clause means a clause in the Mutual Agreement.

Group means Perrigo and its direct and indirect subsidiaries (including Omega Pharma Invest NV and its direct and indirect subsidiaries) and a Group Company is interpreted accordingly.

2. Termination of the Consulting Agreement

The Parties confirm that the Consulting Agreement and therefore the services the Management Company performed as daily manager (CEO) of Omega are terminated so that no future consulting services will be required after 27 April 2016 at 12.00h CET (the Effective Time).

The MC Parties will resign from all mandates they still hold within the Group on the date of this Agreement with effect from the Effective Time and will sign and deliver all documents reasonably required by the Group to give effect to the resignations referred to in this Clause 2.

3. Compensation

3.1 Omega, or as the case may be, the relevant Group Company must pay to the relevant MC Party to the extent that these amounts have not already been paid:

(a) the Management Company’s fixed fees due for the month of April 2016 for the services rendered, being an amount of EUR 100,000.00 (excluding VAT);

(b) a lump sum amount of EUR 25,000 (excluding VAT) covering the outstanding out-of-pocket expenses and unpaid invoices incurred by the MC Parties on behalf of Omega in accordance with the conditions of article 8 of the Consulting Agreement up to the Effective Time;

(c) an amount, equal to 12 months’ of the Management Company’s fixed fees, being an amount of EUR 1,200,000.00 (excluding. VAT) (as provided for under article 8 of the Consulting Agreement); and

(d) any amounts due under the unpaid invoices by the Management Company under the Consulting Agreement for fixed fees due for the months of January 2015 through (and including) March 2016 for the services rendered, being an amount of EUR 100,000.00 (excluding VAT) per month.

3.2 All payments to be made by the Group under this Clause 3, will be made by the Group within 10 business days following the execution date of this Agreement. The Group irrevocably waives its right to deduct or set off these amounts with any other amount claimed or to be claimed from the MC Parties. To the extent required by the Group, the MC Parties shall deliver corresponding invoices for these payments within 2 business days of the execution of this Agreement.

4. Grants

The MC Parties acknowledge that their Grants will be forfeited. Perrigo acknowledges and confirms that there are no surviving obligations under the Grants on the MC Parties.

5. non-compete restrictions

5.1 The Parties agree to enter into the amendments to the SPA, and to the Non-Compete Agreement between Perrigo Ireland 2 and Mr. Coucke dated March 30, 2015, set forth in Appendix A-1 and Appendix A-2, respectively.

5.2 Each MC Party confirms that it will continue to observe the applicable non-solicitation provisions with respect to Group employees set out in the SPA and the Consulting Agreement.

6. Lock-Up Agreement

The Parties agree enter into the amendments to the Lock-Up Agreement, set forth in Appendix B.

7. Return of art objects

The MC Parties shall be entitled to remove from the Group premises in Nazareth the art objects owned by the MC Parties, a list of which is attached as Annex 1 (the Art Objects). The MC Parties will hire a third party to remove the Art Objects at their own cost and expense. The MC Parties represent and warrant to the Group that the MC Parties have full, right title and interest to the Art Objects and that no Group assets were used to purchase the Art Objects. The removal shall be organised as soon as reasonably possible, taking into account the Group’s normal business operations and any contractual restrictions, and at the latest within 1 month of the date of this Agreement.

8. Confidentiality and Information

8.1 The Parties shall issue a press release in relation to the subject matter of this Agreement to be mutually agreed upon (including with respect to contents and timing). The Parties acknowledge that the Group is entitled to publicly disclose the Mutual Agreement if and to the extent it reasonably believes that it is required under applicable securities laws.

8.2 The MC Parties shall continue to comply with the applicable confidentiality obligations set out in clause 10 of the Consulting Agreement.

8.3 The MC Parties and the Group shall not make any adverse or derogatory comment about any other Party or (as the case may be) its directors, officers and/or employees or do anything which shall, or may, bring any other Party or its directors, officers and/or employees into disrepute, except, in each case, as may be reasonably necessary to allow each Party:

(a) to protect or to defend its interest in court or arbitration proceedings (including the possibility to publicly defend its reputation in the context of such proceedings);

(b) to obtain the specific performance of the Agreement; and

(c) to comply with applicable laws, rules and regulations, including the rules of a nationally recognized securities exchange.

For the avoidance of doubt, the public defense exception described in this Clause 8.3(a) is not permitted simply because any litigation or arbitration is initiated between the Parties; rather, it is only permitted to the extent that (v) litigation or arbitration has been initiated, (w) allegations from that litigation or arbitration have actually been made public through no fault of either Party, (x) what has been made public is derogatory, (y) any public response is limited to addressing only the specific statement made public, and (z) the public response does not contravene any court or arbitration order.

9. Mutual Agreement

9.1 The Parties each confirm that they have become a Party to this Mutual Agreement with a full understanding of its consequences.

9.2 The Parties accept the amounts stated in this Mutual Agreement and agree with the way in which they have been calculated and will be paid.

9.3 Subject to performance by the Group of their obligations and undertakings set out in this Agreement, the MC Parties declare that Omega has complied with its obligations under the Consulting Agreement with respect to termination, compensation and unpaid expenses.

9.4 Both Parties expressly reserve all the rights and claims it may have against the other Parties in connection with (i) the performance of the Consulting Agreement, (ii) the performance and/or the failure to properly terminate the corporate mandates and (iii) any other contractual arrangements between the Parties.

10. Miscellaneous

10.1 If a Party does not perform this Mutual Agreement, the only available remedy is specific performance. The Parties expressly renounce their right to claim the dissolution of this Mutual Agreement in court based on article 1184 of the Civil Code.

10.2 If a provision of this Mutual Agreement is deemed to be unenforceable or incompatible with mandatory law or provisions of public order, that provision of this Mutual Agreement will not apply to the extent of that unenforceability or invalidity and will not affect the validity or enforceability of the rest of that provision or of other provisions of this Mutual Agreement.

10.3 Any changes to this Mutual Agreement are only valid if they are agreed upon in writing and signed by all Parties.

10.4 For any obligation or provision in this Agreement which is imposed on the Group, Perrigo procures the compliance and observance with these provisions for the other Group Companies (which procurement shall also constitute a guarantee in case of non-performance).

10.5 For any obligation or provision in this Agreement which is imposed on the MC Parties, Mr. Coucke procures the compliance and observance with these provisions for the other MC Parties (which procurement shall also constitute a guarantee in case of non-performance).

11. Applicable Law and Clause of ARBITRATION

11.1 This Mutual Agreement is governed by and must be construed in accordance with Belgian law.

11.2 Any dispute arising out of or in connection with this Agreement shall be exclusively and definitively settled in accordance with the rules of CEPANI. The arbitral tribunal shall be composed of three

arbitrators. The MC Parties on the one hand and Omega, Perrigo and Perrigo Ireland2 on the other hand, respectively acting jointly for the purpose of this Clause, shall each nominate in the request for arbitration and the answer, respectively, one arbitrator. The place of arbitration shall be Brussels and the language of the proceedings shall be English. This Clause does not exclude the right of the Parties to ask for interim relief before the president of the Dutch speaking commercial court of Brussels or any other court having jurisdiction.

This Mutual Agreement was signed in Dublin, on the date set out above, in six (6) originals. By signing this Mutual Agreement, each Party acknowledges having received one original.

OMEGA PHARMA NV

/s/ John T. Hendrickson

NAME: John T. Hendrickson

CAPACITY: Chief Executive Officer

PERRIGO COMPANY PLC

/s/ John T. Hendrickson

NAME: John T. Hendrickson

CAPACITY: Chief Executive Officer

PERRIGO IRELAND 2 LTD

/s/ Mary Sheahan

NAME: Mary Sheahan

CAPACITY: Director

MYLECKE MANAGEMENT, ART & INVEST NV

/s/ Marc Coucke

NAME: Marc Coucke

CAPACITY: Chairman & Managing Director

ALYCHLO NV

/s/ Marc Coucke

NAME: Marc Coucke

CAPACITY: Chairman & Managing Director

/s/ Marc Coucke

NAME: Marc Coucke

APPENDIX A-1

AMENDMENT TO SPA

See Exhibit 10.2 to Perrigo Company plc’s Current Report on Form 8-K filed on April 28, 2016.

APPENDIX A-2

AMENDMENT TO NON-COMPETE

See Exhibit 10.3 to Perrigo Company plc’s Current Report on Form 8-K filed on April 28, 2016.

APPENDIX B

AMENDMENT TO LOCK-UP

See Exhibit 10.4 to Perrigo Company plc’s Current Report on Form 8-K filed on April 28, 2016.

ANNEX 1

List of Art Objects

Artist	Name art work	Location
Tobias Rehberger	Untitled (Trust) 2011	Office Marc Coucke
Panamarenko	Bernouilli	Office Marc Coucke
Tacha	We’re no Angels	Office Marc Coucke
Mauro Peruchetti	Pills	Office Marc Coucke
Kamagurka	Kubistisch Kuifje	Office Marc Coucke
Catherine Bernhardt	Vogue	Office Marc Coucke
Kamagurka	Retrospectieve	Office Barbara De Saedeleer
Kamagurka	Sundown	Board Room
Kamagurka	In the Bath	Board Room
Kamagurka	Mouches Volantes	Reception area
Robert Indiana	LOVE	Reception area
Tacha	Mens Sana	Bar
Renauld Delorme	Les 3 faces de Grace	Bar
Kamagurka	Beeld / Spiegeleikip (naar Lichtenstein)	Bar
Karl Meersman	Unknown (six works in total)	Bar

EX-10.2

Exhibit 10.2

Perrigo Ireland 2 Ltd

Treasury Building

Lower Ground Canal Street

Dublin 2

Ireland

Dublin, 27 April 2016,

Dear Sirs,

Reference is made to clause 13.2 (Non-Compete and non-solicitation) of the agreement for the sale and purchase of 685,348,257 shares of Omega Pharma Invest NV dated 6 November 2014, between Perrigo Company Plc (which assigned its rights and obligations under such agreement to Perrigo Ireland 2 Ltd), HoldCo 1 BE NV and Alychlo NV (the SPA).

We hereby request your approval to replace clause 13.2 (a) of the SPA effective as of the date of your acceptance with the following clause:

“(a) Alychlo covenants with the Purchaser and each Group Company that it shall not, and shall procure that none of its affiliated persons (including Mr Marc Coucke) shall, 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:

(i) prevent the continuation by such person of any activities as conducted by it on 6 November 2014; or

(ii) prevent such persons from holding shares or other interests in (i) Perrigo Topco or any member of the Purchaser’s Group or (ii) a listed company which confer not more than 3% of the votes which could normally be cast at a general meeting of that company; or

(iii) apply (or as the case may be shall cease to apply) to the extent such person acquires any company or business after Completion and, as a result of such acquisition, acquires a company or business which falls within the restrictions of this Subclause (the Relevant Interest), provided that the Relevant Interest does not account for more than 5% of the total turnover of the company or business acquired; or

(iv) prevent the continuation by such person of any activities listed in Annex 1.

For the purposes of this Clause 13.2(a), transactions undertaken by Alychlo and any of its affiliated persons (including Mr Marc Coucke) shall be aggregated and treated as undertaken by a single person (and affiliated persons to Alychlo shall include any affiliated person to Alychlo as at the date of this agreement notwithstanding that it may subsequently cease to be an affiliated person).”

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

All other provisions of the SPA shall remain applicable and in full force and effect. For the avoidance of doubt the original wording of Clause 13.2(a) shall continue to govern the non-compete obligations of Alychlo NV with respect to the period prior to the date of this, it being understood that the exceptions included in the amended clause (iv) are to have effect as of the date of the SPA (as if they had been incorporated into and formed part of the SPA at that time).

This letter and all non-contractual obligations arising out of it or in connection with it shall be governed by and shall be construed in accordance with the laws of Belgium.

Any dispute arising out or in connection with this letter shall be exclusively and definitively settled in accordance with the rules of CEPANI. The arbitral tribunal shall be composed of three arbitrators. Each of Alychlo NV and Perrigo Ireland 2 Ltd shall nominate in the request for arbitration and the answer, respectively, one arbitrator. The place of arbitration shall be Brussels and the language of the proceedings shall be English. The foregoing does not exclude the right of the Parties to ask for interim relief before the president of the Dutch speaking commercial court of Brussels or any other court having jurisdiction.

Regards

For Alychlo NV (Lembergsesteenweg 19, 9820 Merelbeke (VAT BE) 0895.140.645 R.P.R Gent)

/s/ Marc Coucke

Mr. Marc Coucke

Chairman & Managing Director

ACKNOWLEDGED AND AGREED

PERRIGO IRELAND 2 Ltd

/s/ Mary Sheahan

Name:    Mary Sheahan

Title: Director

Date: 27 April 2016

Annex 1 List of permitted activities

Any activities or participation in relation to or as part of:

a. the trademark K-Protect;

b. Mithra Pharmaceuticals SA;

c. Fagron NV;

d. Ecuphar NV; and

e. Pharco Innovations NV.

EX-10.3

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

(b) prevent Mr Marc Coucke from holding shares or other interests in (i) Perrigo Topco or any member of the Purchaser’s Group or (ii) a listed company which confer not more than 3% of the votes which could normally be cast at a general meeting of that company; or

(c) apply (or as the case may be shall cease to apply) to the extent Mr Marc Coucke acquires any company or business after Completion and, as a result of such acquisition, acquires a company or business which falls within the restrictions of this Subclause (the Relevant Interest), provided that the Relevant Interest does not account for more than 5% of the total turnover of the company or business acquired; or

(d) prevent the continuation by Mr Marc Coucke of any of the activities listed in Annex 1.

For the purposes of this Clause 2 transactions undertaken by Alychlo and any of its affiliated persons (including Mr Marc Coucke) shall be aggregated and treated as undertaken by a single person (and affiliated persons to Alychlo shall include any affiliated person to Alychlo as at 30 March 2015 notwithstanding that it may subsequently cease to be an affiliated person).”

3. Original Agreement

With respect to the period prior to the date of this Amendment, the Original Agreement shall remain applicable and govern the non-compete obligations, it being understood that the exceptions included in the amended clause 2(d) are to have effect as of the date of the Original Agreement (as if they had been incorporated into and formed part of the Original Agreement at that time).

With respect to the period as from the date of this Amendment (included), all provisions of the Original Agreement continue to apply in full and unamended, save as expressly amended or supplemented by this Amendment. If there is any conflict between the provisions of this Amendment and the Original Agreement, the provisions of this Amendment shall prevail.

4. Applicable law and jurisdiction

4.1 This Amendment and all non-contractual obligations arising out of it or in connection with it shall be governed by and shall be construed in accordance with the laws of Belgium.

4.2 Any dispute arising out or in connection with this Amendment shall be exclusively and definitively settled in accordance with the rules of CEPANI. The arbitral tribunal shall be composed of three arbitrators. Mr Marc Coucke and Perrigo Ireland 2 shall each nominate in the request for arbitration and the answer, respectively, one arbitrator. The place of arbitration shall be Brussels and the language of the proceedings shall be English. This clause does not exclude the right of the Parties to ask for interim relief before the president of the Dutch speaking commercial court of Brussels or any other court having jurisdiction.

Executed in two (2) original copies on the date set out above, each party acknowledging having received one copy.

For Perrigo Ireland 2 Ltd.,	Mr Marc Coucke,
/s/ Mary Sheahan Name: Mary Sheahan Function: Director	/s/ Marc Coucke

Annex 1 - List of permitted activities

Any activities or participation in relation to or as part of:

a. the trademark K-Protect;

b. Mithra Pharmaceuticals SA;

c. Fagron NV;

d. Ecuphar NV; and

e. Pharco Innovations NV.

EX-10.4

Exhibit 10.4

27 April 2016

Perrigo Company Plc (Perrigo Topco)

Treasury Building, Lower Grand Canal Street

Dublin 2

Ireland

Re : Lock-up agreement relating to the Perrigo Shares

Ladies and Gentlemen,

The undersigned refers to the “Lock-up agreement relating to the Perrigo Shares dated March 30, 2015” (the Original Lock Up Agreement).

Pursuant to the share purchase agreement dated November 6, 2014 between Perrigo Topco (which agreement has been assigned afterwards to Perrigo Ireland 2 Ltd), and Alychlo NV and Holdco I BE NV (the Sellers), as amended from time to time (the SPA), Perrigo Topco issued 5,397,711 Perrigo Shares (the Consideration Perrigo Shares) on Completion to Alychlo NV in consideration for the sale by Alychlo NV to Perrigo Topco of 172,778,708 shares in Omega Pharma Invest NV. Immediately after the acquisition of these 172,778,708 shares in Omega Pharma Invest NV, Perrigo TopCo transferred such shares to Perrigo Ireland 1 Ltd. which immediately thereafter transferred such shares to Perrigo Ireland 2 Ltd.

The SPA provided for the delivery of certificates representing 1,081,742 shares out of the Consideration Perrigo Shares to an escrow agent, which certificates are to be held subject to and in accordance with a share escrow agreement entered into on the date of the Original Lock Up Agreement by and among Alychlo NV, Perrigo Topco and the escrow agent (the Stock Escrow Agreement).

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

The undersigned represents and warrants to Perrigo Topco that (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) it has the requisite legal capacity to execute and deliver this agreement and to perform its obligations hereunder; (iii) this agreement has been duly executed and delivered by the undersigned and upon its execution and delivery by all parties hereto, will constitute the valid and legally binding obligations of the undersigned, enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally, and the availability of injunctive relief and other equitable remedies; and (iv) no other action is required on the part of the undersigned in connection with the execution, delivery or performance of this agreement.

1.Amendment

The undersigned requests the agreement of Perrigo Topco of the following amendment to the Original Lock Up Agreement. Effective as of the date hereof clause 1 - Lock-Up of the Original Lock Up Agreement shall be replaced as follows :

“1.Lock-Up. In consideration of the foregoing, the undersigned hereby agrees that, without the prior written consent of Perrigo Topco, the undersigned will not, and will cause its Affiliates not to, (a) directly or indirectly, sell, offer,

contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of any Consideration Perrigo Shares or other securities issued or issuable with respect to the Consideration Perrigo Shares by way of a stock dividend, stock split, reorganization, recapitalization or merger (the Perrigo Company Securities) or any legal or beneficial ownership interest therein, (b) publicly announce an intention to do any of the foregoing, or (c) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Perrigo Company Securities owned either of record or beneficially (as defined in Rule 13-d under the Exchange Act) by the undersigned, whether any such swap or transaction is to be settled by delivery of Perrigo Company Securities or other securities, in cash or otherwise (each of (a), (b) and (c), individually or collectively, is referred to herein as a Disposition), for a period commencing on the Completion Date and ending on 31 December 2017 (such restrictions on Dispositions collectively, the Lock-up); provided that this agreement shall not prevent the undersigned from making any transfers to Affiliates, it being understood that any Disposition by the undersigned or its Affiliates shall be aggregated for purposes of any volume restrictions hereunder, and if any such Affiliate ceases to be an Affiliate of the undersigned during the period of the Lock-up, any Perrigo Company Securities it holds that remain subject to the Lock-up shall be transferred back to the undersigned and remain subject to the terms of this agreement; provided, further that (a) on 30 September 2016, 25% of the Perrigo Company Securities acquired by the undersigned at the Completion Date shall be released from the Lock-up, (b) on 31 December 2016, a further 25% of the Perrigo Company Securities acquired by the undersigned at the Completion Date shall be released from the Lock-up, (c) on 31 March 2017, a further 25% of the Perrigo Company Securities acquired by the undersigned at the Completion Date shall be released from the Lock-up and (d) on 31 December 2017 the remainder of the Perrigo Company Securities then held by the undersigned shall be released from the Lock-up. Notwithstanding anything in this agreement to the contrary, the Perrigo Company Securities acquired by the undersigned at the Completion Date shall be immediately released, and the Lock-up shall not apply: (1) in the event of a change of control of Perrigo Topco, (2) to the extent necessary to allow pro rata participation in any Perrigo Topco share repurchase or self tender, or (3) in the event any person makes a tender offer for Perrigo Topco that is recommended by Perrigo Topco’s board of directors. As used in this Section 1, “change of control” as to Perrigo Topco means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than Perrigo Topco or one of its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of Perrigo Topco’s voting stock or other voting stock into which Perrigo Topco’s voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of Perrigo Topco’s assets and the assets of Perrigo Topco’s subsidiaries, taken as a whole, to one or more “persons” (as that term is used in Section 13(d)(3) of the Exchange Act), other than Perrigo Topco or one of its subsidiaries; or (3) the first day on which a majority of the members of Perrigo Topco’s board of directors who were in office on March, 30 2015 or who are recommended for election after such date by a majority of the board of directors then in office are no longer continuing as directors. Nothing in this agreement is intended to prohibit the Stock Escrow Agreement or any actions contemplated thereunder.”

2.Other provisions not affected

All other provisions of the Original Lock Up Agreement shall remain applicable and in full force and effect.

3.Governing Law

This letter agreement shall be construed and interpreted and the rights of the parties determined in accordance with the law of the State of New York. The undersigned hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America located in the County of New York for any action or proceeding arising out of or relating to this agreement (and agrees not to commence any action or proceeding relating thereto except in such courts). The undersigned hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this agreement in the courts of the State of New York or the United States of America located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned.

ALYCHLO NV

/s/ Marc Coucke

Name: Marc Coucke

Title: Chairman & Managing Director

ACKNOWLEDGED AND AGREED:

PERRIGO COMPANY PLC

/s/ John T. Hendrickson

Name: John T. Hendrickson

Title: Chief Executive Officer

Date: 27 April 2016