Common use of Completion Obligations Clause in Contracts

Completion Obligations. 5.1 Completion of this Agreement will take place immediately upon the satisfaction of the last of the conditions in Clause 2.1 (other than any condition which will be satisfied only upon such Completion) when, subject to the fulfilment of any conditions then unsatisfied, the following business shall be (or shall have been) transacted: (A) RB shall deliver to Indivior a duly executed transfer of the RBP Global Shares in favour of Indivior, together with the relevant share certificate(s); (B) Indivior shall procure that the names of the Qualifying RB Shareholders to whom Indivior Shares are allotted pursuant to this Agreement are entered in the register of members of Indivior as the holders of the Indivior Shares allotted to them; and (C) each of RB and Indivior shall deliver, or procure the delivery of, a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP Lease. 5.2 Any amounts outstanding at Completion between any RB Group Company and any Indivior Group Company shall, to the extent not already settled (unless otherwise agreed between RB and Indivior): (A) be settled by payment to the relevant RB Group Company or Indivior Group Company (as appropriate) in the normal course in accordance with this Agreement, the Ancillary Agreements or the Ongoing Agreements or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements or in respect of which no payment terms have previously been agreed, shall be repaid or settled on or as soon as reasonably practicable following Completion, and RB and Indivior agree to procure compliance by members of their respective Groups with the provisions of this Clause 5.2. 5.3 RB and Indivior shall procure that on or before Completion: (A) employees or non-executive directors of one Group who hold the office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, in respect of his being a director of RB and Indivior; and (B) employees of one Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Other Group shall have been appointed as authorised signatories in their place. 5.4 To secure the interest of Indivior in the RBP Global Shares, RB irrevocably appoints Indivior, with effect from Completion, as RB’s attorney with authority on its behalf and in its name or otherwise in relation to the RBP Global Shares to exercise all rights, powers and privileges which are capable of exercise by RB in the capacity of registered holder of the RBP Global Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as Indivior shall consider necessary or desirable pending registration of the RBP Global Shares in the name of Indivior, in connection with any matter including, without limitation, all or any of the following: (A) receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the RBP Global Shares in any general meeting, class meeting of the shareholders of RBP Global or other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision as the registered holder of the RBP Global Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of RBP Global or other document capable of being validly signed or executed by the registered holder of the RBP Global Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the RBP Global Shares or received in connection with the RBP Global Shares from RBP Global (including, but not limited to, altering the registered address relating to the RBP Global Shares and agreeing terms with RBP Global for receiving any such thing by means of electronic communications; (D) selling, transferring, exchanging or otherwise disposing of the RBP Global Shares or any interest in it; (E) agreeing to any compromise or arrangement affecting the RBP Global Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the RBP Global Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the name of RB insofar as may be done in that capacity, in each case as Indivior in its absolute discretion sees fit. 5.5 Any document to be signed or executed under this authority may be signed or otherwise executed by Indivior in RB’s name or (at Indivior’s option) in Indivior’s name on behalf of RB. 5.6 RB undertakes with effect from Completion: (A) to hold the RBP Global Shares upon trust for Indivior as beneficial owner; (B) to account to Indivior for all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to RB in respect of the RBP Global Shares; (C) not to exercise any rights, powers or privileges attaching to the RBP Global Shares or exercisable in the capacity of registered holder of the RBP Global Shares or conferred on Indivior by this Agreement without Indivior’s prior written consent; and (D) promptly on receipt to deliver to Indivior any notice, letter or other document of any nature whatsoever relating to the RBP Global Shares which RB receives after the date of this Agreement. 5.7 Subject to Clause 5.8 below, Indivior undertakes fully to indemnify RB and hold it harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by Clause 5.4. 5.8 The indemnity contained in Clause 5.7 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of RB. 5.9 The power of attorney constituted by Clause 5.4 and the undertaking given in Clause 5.6 above shall be irrevocable but shall terminate automatically on the date on which Indivior or its nominee is entered in the register of members of RBP Global as the holder of the RBP Global Shares.

Completion Obligations. 5.1 5.1. Completion of this Agreement will take place immediately upon the satisfaction or waiver of each of the last of the conditions Conditions in Clause clause 2.1 (other than any condition Condition which will be satisfied only upon such Completion) when, subject to the fulfilment of any conditions then unsatisfied, when the following business shall be (or shall have been) transacted: (A) RB 5.1.1. Elan shall deliver to Indivior Prothena a duly executed stock transfer form in respect of the RBP Global Transfer Shares in favour of IndiviorProthena, together with the relevant share certificate(s); (B) Indivior certificates and Prothena shall in connection with and as part of the business conducted at Completion, procure that the names of the Qualifying RB Shareholders to whom Indivior Shares are allotted pursuant to this Agreement are entered Prothena is recorded in the register of members of Indivior Neotope Biosciences as the holders holder of the Indivior Transfer Shares; 5.1.2. Prothena shall procure that the relevant entries are made in its register of members to reflect the allotment of the Demerger Shares allotted to themthe Qualifying Elan Shareholders; and (C) 5.1.3. each of RB and Indivior Party shall deliver, or procure the delivery of, of a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP LeaseAgreements. 5.2 5.2. Any amounts outstanding at Completion between any RB Elan Group Company and any Indivior Prothena Group Company shall, to the extent not already settled (unless otherwise agreed between RB and Indivior): (Athe Parties) be settled by payment to the relevant RB Elan Group Company or Indivior Prothena Group Company (as appropriate) in the normal course course, in accordance with this Agreementthe applicable terms of the relevant agreement. 5.3. The Parties shall procure that, to the Ancillary Agreements or extent the Ongoing Agreements or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements or in respect of which no payment terms have previously same has not been agreed, shall be repaid or settled effected on or as soon as reasonably practicable following prior to Completion, and RB and Indivior agree to procure compliance by members any of their respective Groups subsidiaries, the shares of which have been transferred as part of the Pre-Demerger Restructuring, shall (if applicable), upon either the stamping of the relevant transfers with the provisions of this Clause 5.2. 5.3 RB and Indivior shall procure that on relevant duty or before Completion: (A) employees or non-executive directors of one Group who hold claiming a relevant relief from stamp duty, register the office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, in respect of his being a director of RB and Indivior; and (B) employees of one Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Other Group shall have been appointed as authorised signatories in their place. 5.4 To secure the interest of Indivior in the RBP Global Shares, RB irrevocably appoints Indivior, with effect from Completion, as RB’s attorney with authority on its behalf and in its name or otherwise in relation to the RBP Global Shares to exercise all rights, powers and privileges which are capable of exercise by RB in the capacity of registered holder transferee of the RBP Global Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as Indivior shall consider necessary or desirable pending registration of the RBP Global Shares in the name of Indivior, in connection with any matter including, without limitation, all or any of the following: (A) receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the RBP Global Shares in any general meeting, class meeting of the shareholders of RBP Global or other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision relevant shares as the registered holder of the RBP Global Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of RBP Global or other document capable of being validly signed or executed by the registered holder of the RBP Global Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the RBP Global Shares or received in connection with the RBP Global Shares from RBP Global (including, but not limited to, altering the registered address relating to the RBP Global Shares and agreeing terms with RBP Global for receiving any such thing by means of electronic communications; (D) selling, transferring, exchanging or otherwise disposing of the RBP Global Shares or any interest in it; (E) agreeing to any compromise or arrangement affecting the RBP Global Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the RBP Global Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the name of RB insofar as may be done in that capacity, in each case as Indivior in its absolute discretion sees fit. 5.5 Any document to be signed or executed under this authority may be signed or otherwise executed by Indivior in RB’s name or (at Indivior’s option) in Indivior’s name on behalf of RB. 5.6 RB undertakes with effect from Completion: (A) to hold the RBP Global Shares upon trust for Indivior as beneficial owner; (B) to account to Indivior for all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to RB in respect of the RBP Global Shares; (C) not to exercise any rights, powers or privileges attaching to the RBP Global Shares or exercisable in the capacity of registered holder of the RBP Global Shares or conferred on Indivior by this Agreement without Indivior’s prior written consent; and (D) promptly on receipt to deliver to Indivior any notice, letter or other document of any nature whatsoever relating to the RBP Global Shares which RB receives after the date of this Agreement. 5.7 Subject to Clause 5.8 below, Indivior undertakes fully to indemnify RB and hold it harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by Clause 5.4. 5.8 The indemnity contained in Clause 5.7 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of RB. 5.9 The power of attorney constituted by Clause 5.4 and the undertaking given in Clause 5.6 above shall be irrevocable but shall terminate automatically on the date on which Indivior or its nominee is entered thereof in the register of members of RBP Global as the holder of the RBP Global Sharesrelevant company.

Completion Obligations. 5.1 Completion 4.1 M and B Liabilities, Shared Liabilities and Sub-Let Leases Shortfall 4.1.1 M and B as seller of the Six Continents Shares under this Agreement, shall indemnify and agrees to keep indemnified IHG as purchaser of the Six Continents Shares under this Agreement will take place immediately upon the satisfaction against any Liability of the last IHG or any other member of the conditions in Clause 2.1 (other than any condition IHG’s Group which will be satisfied only upon such Completion) when, subject to the fulfilment of any conditions then unsatisfied, the following business shall be (or shall have been) transacted: (A) RB shall deliver to Indivior is a duly executed transfer of the RBP Global Shares in favour of Indivior, together with the relevant share certificate(s); (B) Indivior shall procure that the names of the Qualifying RB Shareholders to whom Indivior Shares are allotted pursuant to this Agreement are entered in the register of members of Indivior as the holders of the Indivior Shares allotted to them; and (C) each of RB and Indivior shall deliver, or procure the delivery of, a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP Lease. 5.2 Any amounts outstanding at Completion between any RB Group Company and any Indivior Group Company shall, Shared Liability to the extent not already settled (unless otherwise agreed between RB of 50 per cent. of such Liability only. 4.1.2 M and Indivior): (A) be settled by payment to B as seller of the relevant RB Group Company or Indivior Group Company (as appropriate) in the normal course in accordance with Six Continents Shares under this Agreement, shall indemnify and agrees to keep indemnified IHG as purchaser of the Ancillary Agreements or the Ongoing Agreements Six Continents Shares under this Agreement against any Liability of IHG or any other pre-existing arrangements; ormember of IHG’s Group which is a M and B Liability. 4.1.3 The provisions of Schedule 2 shall apply to any claim under this Clause 4.1. 4.1.4 The provisions of this Clause 4.1 and 4.2 are conditional upon the M and B Reduction becoming effective. 4.1.5 No obligations shall arise under this Clause 4.1 [or under Schedule 4] in respect of any Liability to the extent that the matter giving rise to such Liability has been satisfied or settled prior to the M and B Reduction becoming effective. 4.1.6 Amounts paid under this Clause 4.1 shall be subject to repayment under Clause 7. 4.1.7 M and B shall not be liable to IHG under (Bx) of the definition of Shared Liability in this Agreement to the case of amounts which relate extent that the Liability relates to intra-group financing or similar arrangements or any matter in respect of which no payment terms have previously been agreed, Six Continents has a Liability pursuant to the Reorganisation Agreement. M and B agrees that it shall be repaid or settled on or as soon as reasonably practicable following Completion, and RB and Indivior agree to procure compliance by members not make any claim under (ii) the definition of their respective Groups with the provisions of this Clause 5.2. 5.3 RB and Indivior shall procure that on or before Completion: (A) employees or non-executive directors of one Group who hold the office of director or secretary of a company Shared Liability in the Other Group shall have resigned from Reorganisation Agreement to the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, extent that such claim relates to any matter in respect of his being which M and B has a director Liability under this Agreement. 4.1.8 If the sub-tenant under a Sub-Let Lease either (i) terminates that Sub-Let Lease; (ii) vacates the premises to which such Sub-Let Lease relates; or (iii) ceases to make payment by reason of RB and Indivior; and (B) employees default or otherwise, in any such circumstances where the sub-tenant does not pay the full amount of one Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Other Group shall rent which would have been appointed as authorised signatories in their place. 5.4 To secure payable for the interest of Indivior in the RBP Global Shares, RB irrevocably appoints Indivior, with effect from Completion, as RB’s attorney with authority on its behalf and in its name or otherwise in relation to the RBP Global Shares to exercise all rights, powers and privileges which are capable of exercise by RB in the capacity of registered holder remainder of the RBP Global Shares Sub-Let Lease had the Sub-Let Lease continued until its stated expiry date, then M and B shall pay to IHG (as trustee for such purpose to do all such acts and things and to execute all such deeds and other documents as Indivior shall consider necessary or desirable pending registration Six Continents) 50 per cent of the RBP Global Shares in difference between the name shortfall and the amount of Indivior, in connection with any matter including, without limitation, all or any of the following: (A) receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the RBP Global Shares in any general meeting, class meeting of the shareholders of RBP Global or other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision as the registered holder of the RBP Global Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of RBP Global or other document capable of being validly signed or executed rent received by the registered holder of the RBP Global Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the RBP Global Shares or received in connection with the RBP Global Shares from RBP Global (including, but not limited to, altering the registered address relating to the RBP Global Shares and agreeing terms with RBP Global for receiving any such thing by means of electronic communications; (D) selling, transferring, exchanging or otherwise disposing of the RBP Global Shares or any interest in it; (E) agreeing to any compromise or arrangement affecting the RBP Global Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the RBP Global Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the name of RB insofar as may be done in that capacity, in each case as Indivior in its absolute discretion sees fit. 5.5 Any document to be signed or executed under this authority may be signed or otherwise executed by Indivior in RB’s name or (at Indivior’s option) in Indivior’s name on behalf of RB. 5.6 RB undertakes with effect from Completion: (A) to hold the RBP Global Shares upon trust for Indivior as beneficial owner; (B) to account to Indivior for all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to RB Six Continents in respect of the RBP Global Shares; (C) not to exercise any rightssame period from the relevant sub-tenant. [Deal with other receipts: Premiums, powers or privileges attaching to the RBP Global Shares or exercisable in the capacity of registered holder of the RBP Global Shares or conferred on Indivior by this Agreement without Indivior’s prior written consent; and (D) promptly on receipt to deliver to Indivior any notice, letter or other document of any nature whatsoever relating to the RBP Global Shares which RB receives after the date of this Agreement. 5.7 Subject to Clause 5.8 below, Indivior undertakes fully to indemnify RB varying rentals etc]. [Note: To be discussed and hold it harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by Clause 5.4. 5.8 The indemnity contained in Clause 5.7 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of RB. 5.9 The power of attorney constituted by Clause 5.4 and the undertaking given in Clause 5.6 above shall be irrevocable but shall terminate automatically on the date on which Indivior or its nominee is entered in the register of members of RBP Global as the holder of the RBP Global Shares.amended]

Completion Obligations. 5.1 Completion of this Agreement will take place immediately upon at [•] a.m./p.m. on Sunday [•] 2022 (which, for the satisfaction avoidance of doubt, is shortly following the last of the conditions in Clause 2.1 (other than any condition time at which will be satisfied only upon such Completion) when, subject Demerger Completion is expected to occur and prior to the fulfilment time at which Admission is expected to occur), provided that the Condition Precedent has been satisfied by such time, or at such other time as agreed by the Parties, provided that in all cases, Completion of any conditions then unsatisfiedthis Agreement will take place following Demerger Completion and prior to Admission. 5.2 At Completion, the following business shall be (or shall have been) transacted: (A) RB Pfizer shall deliver to Indivior a duly executed transfer procure that Haleon is substituted for Pfizer as the PFCHHL Member for all purposes under the PFCHHL LLC Agreement in respect of the RBP Global Shares in favour of Indivior, together with the relevant share certificate(s);PFCHHL Interests to be transferred to Haleon pursuant to clause 4.1; and (B) Indivior Haleon shall procure that Pfizer is entered into the names of the Qualifying RB Shareholders to whom Indivior Shares are allotted pursuant to this Agreement are entered in the Haleon register of members of Indivior as the holders of the Indivior Shares allotted to them; and (C) each of RB and Indivior shall deliver, or procure the delivery of, a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP Lease. 5.2 Any amounts outstanding at Completion between any RB Group Company and any Indivior Group Company shall, to the extent not already settled (unless otherwise agreed between RB and Indivior): (A) be settled by payment to the relevant RB Group Company or Indivior Group Company (as appropriate) in the normal course in accordance with this Agreement, the Ancillary Agreements or the Ongoing Agreements or any other pre-existing arrangements; or (B) in the case of amounts which relate the Haleon NVPS, prior to intra-group financing or similar arrangements or the NVPS Sale) in respect of which no payment terms have previously been agreed, shall the Pfizer Haleon Exchange Shares to be repaid or settled on or as soon as reasonably practicable following Completion, allotted and RB and Indivior agree issued to procure compliance by members of their respective Groups with the provisions of this Clause 5.2Pfizer pursuant to clause 4.4. 5.3 RB Pfizer and Indivior Haleon shall procure that that, on or before Completion: (A) [with the exception of [•]], employees or non-executive directors of one the Consumer Healthcare Group or the Pfizer Group who hold the office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, in respect of his being a director of RB and Indivior; and (B) [with the exception of [•]], employees of one the Consumer Healthcare Group or the Pfizer Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Other Group shall have been appointed as authorised signatories in their place. 5.4 To secure the interest of Indivior in the RBP Global Shares, RB irrevocably appoints Indivior, with effect from Completion, as RB’s attorney with authority on its behalf and in its name or otherwise in relation to the RBP Global Shares to exercise all rights, powers and privileges which are capable of exercise by RB in the capacity of registered holder of the RBP Global Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as Indivior shall consider necessary or desirable pending registration of the RBP Global Shares in the name of Indivior, in connection with any matter including, without limitation, all or any of the following: (A) receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the RBP Global Shares in any general meeting, class meeting of the shareholders of RBP Global or other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision as the registered holder of the RBP Global Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of RBP Global or other document capable of being validly signed or executed by the registered holder of the RBP Global Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the RBP Global Shares or received in connection with the RBP Global Shares from RBP Global (including, but not limited to, altering the registered address relating to the RBP Global Shares and agreeing terms with RBP Global for receiving any such thing by means of electronic communications; (D) selling, transferring, exchanging or otherwise disposing of the RBP Global Shares or any interest in it; (E) agreeing to any compromise or arrangement affecting the RBP Global Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the RBP Global Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the name of RB insofar as may be done in that capacity, in each case as Indivior in its absolute discretion sees fit. 5.5 Any document to be signed or executed under this authority may be signed or otherwise executed by Indivior in RB’s name or (at Indivior’s option) in Indivior’s name on behalf of RB. 5.6 RB undertakes with effect from Completion: (A) to hold the RBP Global Shares upon trust for Indivior as beneficial owner; (B) to account to Indivior for all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to RB in respect of the RBP Global Shares; (C) not to exercise any rights, powers or privileges attaching to the RBP Global Shares or exercisable in the capacity of registered holder of the RBP Global Shares or conferred on Indivior by this Agreement without Indivior’s prior written consent; and (D) promptly on receipt to deliver to Indivior any notice, letter or other document of any nature whatsoever relating to the RBP Global Shares which RB receives after the date of this Agreement. 5.7 Subject to Clause 5.8 below, Indivior undertakes fully to indemnify RB and hold it harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by Clause 5.4. 5.8 The indemnity contained in Clause 5.7 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of RB. 5.9 The power of attorney constituted by Clause 5.4 and the undertaking given in Clause 5.6 above shall be irrevocable but shall terminate automatically on the date on which Indivior or its nominee is entered in the register of members of RBP Global as the holder of the RBP Global Shares.

Completion Obligations. 5.1 Completion of this Agreement will take place immediately upon at 10.00 a.m. on the satisfaction first Sunday after Demerger completion (which, for the avoidance of the last of the conditions in Clause 2.1 (other than any condition which will be satisfied only upon such Completion) whendoubt, subject is prior to the fulfilment time at which Admission is expected to occur), provided that the Condition Precedent has been satisfied by such time, or at such other time as agreed by the Parties, provided that in all cases, Completion of any conditions then unsatisfiedthis Agreement will take place prior to Admission. 5.2 At Completion, the following business shall be (or shall have been) transacted: (A) RB Pfizer shall deliver to Indivior a duly executed transfer procure that Haleon is substituted for the Pfizer Group PFCHHL Transferor as the PFCHHL Member for all purposes under the PFCHHL LLC Agreement in respect of the RBP Global Shares in favour of Indivior, together with the relevant share certificate(s);PFCHHL Interests to be transferred to Haleon pursuant to clause 4.1; and (B) Indivior Haleon shall procure that the names of Pfizer Group PFCHHL Transferor and the Qualifying RB Shareholders to whom Indivior Shares are allotted pursuant to this Agreement Depositary are entered in into the Haleon register of members of Indivior as the holders of the Indivior Shares allotted to them; and (C) each of RB and Indivior shall deliver, or procure the delivery of, a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP Lease. 5.2 Any amounts outstanding at Completion between any RB Group Company and any Indivior Group Company shall, to the extent not already settled (unless otherwise agreed between RB and Indivior): (A) be settled by payment to the relevant RB Group Company or Indivior Group Company (as appropriate) in the normal course in accordance with this Agreement, the Ancillary Agreements or the Ongoing Agreements or any other pre-existing arrangements; or (B) in the case of amounts which relate the Haleon NVPS, prior to intra-group financing or similar arrangements or the NVPS Sale) in respect of which no payment terms have previously been agreed, shall the Pfizer Haleon Exchange Shares to be repaid or settled on or as soon as reasonably practicable following Completion, allotted and RB and Indivior agree issued to procure compliance by members each of their respective Groups with the provisions of this Clause 5.2them pursuant to clause 4.4. 5.3 RB Pfizer and Indivior Haleon shall procure that that, on or before Completion: (A) with the exception of the Representative Directors (as defined in the Pfizer Relationship Agreement) nominated by Pfizer, employees or non-executive directors of one the Consumer Healthcare Group or the Pfizer Group who hold the office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, in respect of his being a director of RB and Indivior; and (B) employees of one the Consumer Healthcare Group or the Pfizer Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Other Group shall have been appointed as authorised signatories in their place. 5.4 To secure the interest of Indivior in the RBP Global Shares, RB irrevocably appoints Indivior, with effect from Completion, as RB’s attorney with authority on its behalf and in its name or otherwise in relation to the RBP Global Shares to exercise all rights, powers and privileges which are capable of exercise by RB in the capacity of registered holder of the RBP Global Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as Indivior shall consider necessary or desirable pending registration of the RBP Global Shares in the name of Indivior, in connection with any matter including, without limitation, all or any of the following: (A) receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the RBP Global Shares in any general meeting, class meeting of the shareholders of RBP Global or other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision as the registered holder of the RBP Global Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of RBP Global or other document capable of being validly signed or executed by the registered holder of the RBP Global Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the RBP Global Shares or received in connection with the RBP Global Shares from RBP Global (including, but not limited to, altering the registered address relating to the RBP Global Shares and agreeing terms with RBP Global for receiving any such thing by means of electronic communications; (D) selling, transferring, exchanging or otherwise disposing of the RBP Global Shares or any interest in it; (E) agreeing to any compromise or arrangement affecting the RBP Global Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the RBP Global Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the name of RB insofar as may be done in that capacity, in each case as Indivior in its absolute discretion sees fit. 5.5 Any document to be signed or executed under this authority may be signed or otherwise executed by Indivior in RB’s name or (at Indivior’s option) in Indivior’s name on behalf of RB. 5.6 RB undertakes with effect from Completion: (A) to hold the RBP Global Shares upon trust for Indivior as beneficial owner; (B) to account to Indivior for all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to RB in respect of the RBP Global Shares; (C) not to exercise any rights, powers or privileges attaching to the RBP Global Shares or exercisable in the capacity of registered holder of the RBP Global Shares or conferred on Indivior by this Agreement without Indivior’s prior written consent; and (D) promptly on receipt to deliver to Indivior any notice, letter or other document of any nature whatsoever relating to the RBP Global Shares which RB receives after the date of this Agreement. 5.7 Subject to Clause 5.8 below, Indivior undertakes fully to indemnify RB and hold it harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by Clause 5.4. 5.8 The indemnity contained in Clause 5.7 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of RB. 5.9 The power of attorney constituted by Clause 5.4 and the undertaking given in Clause 5.6 above shall be irrevocable but shall terminate automatically on the date on which Indivior or its nominee is entered in the register of members of RBP Global as the holder of the RBP Global Shares.

Completion Obligations. 5.1 Completion of this Agreement will take place immediately upon at [•] a.m./p.m. on the satisfaction first Sunday after Demerger completion (which, for the avoidance of the last of the conditions in Clause 2.1 (other than any condition which will be satisfied only upon such Completion) whendoubt, subject is prior to the fulfilment time at which Admission is expected to occur), provided that the Condition Precedent has been satisfied by such time, or at such other time as agreed by the Parties, provided that in all cases, Completion of any conditions then unsatisfiedthis Agreement will take place prior to Admission. 5.2 At Completion, the following business shall be (or shall have been) transacted: (A) RB Pfizer shall deliver to Indivior a duly executed transfer procure that Haleon is substituted for the Pfizer Group PFCHHL Transferor as the PFCHHL Member for all purposes under the PFCHHL LLC Agreement in respect of the RBP Global Shares in favour of Indivior, together with the relevant share certificate(s);PFCHHL Interests to be transferred to Haleon pursuant to clause 4.1; and (B) Indivior Haleon shall procure that the names of Pfizer Group PFCHHL Transferor and the Qualifying RB Shareholders to whom Indivior Shares Depositary are allotted pursuant to this Agreement are is entered in into the Haleon register of members of Indivior as the holders of the Indivior Shares allotted to them; and (C) each of RB and Indivior shall deliver, or procure the delivery of, a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP Lease. 5.2 Any amounts outstanding at Completion between any RB Group Company and any Indivior Group Company shall, to the extent not already settled (unless otherwise agreed between RB and Indivior): (A) be settled by payment to the relevant RB Group Company or Indivior Group Company (as appropriate) in the normal course in accordance with this Agreement, the Ancillary Agreements or the Ongoing Agreements or any other pre-existing arrangements; or (B) in the case of amounts which relate the Haleon NVPS, prior to intra-group financing or similar arrangements or the NVPS Sale) in respect of which no payment terms have previously been agreed, shall the Pfizer Haleon Exchange Shares to be repaid or settled on or as soon as reasonably practicable following Completion, allotted and RB and Indivior agree issued to procure compliance by members each of their respective Groups with the provisions of this Clause 5.2them pursuant to clause 4.4. 5.3 RB Pfizer and Indivior Haleon shall procure that that, on or before Completion: (A) with the exception of the Representative Directors (as defined in the Pfizer Relationship Agreement) nominated by Pfizer, employees or non-executive directors of one the Consumer Healthcare Group or the Pfizer Group who hold the office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, in respect of his being a director of RB and Indivior; and (B) employees of one the Consumer Healthcare Group or the Pfizer Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Other Group shall have been appointed as authorised signatories in their place. 5.4 To secure the interest of Indivior in the RBP Global Shares, RB irrevocably appoints Indivior, with effect from Completion, as RB’s attorney with authority on its behalf and in its name or otherwise in relation to the RBP Global Shares to exercise all rights, powers and privileges which are capable of exercise by RB in the capacity of registered holder of the RBP Global Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as Indivior shall consider necessary or desirable pending registration of the RBP Global Shares in the name of Indivior, in connection with any matter including, without limitation, all or any of the following: (A) receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the RBP Global Shares in any general meeting, class meeting of the shareholders of RBP Global or other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision as the registered holder of the RBP Global Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of RBP Global or other document capable of being validly signed or executed by the registered holder of the RBP Global Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the RBP Global Shares or received in connection with the RBP Global Shares from RBP Global (including, but not limited to, altering the registered address relating to the RBP Global Shares and agreeing terms with RBP Global for receiving any such thing by means of electronic communications; (D) selling, transferring, exchanging or otherwise disposing of the RBP Global Shares or any interest in it; (E) agreeing to any compromise or arrangement affecting the RBP Global Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the RBP Global Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the name of RB insofar as may be done in that capacity, in each case as Indivior in its absolute discretion sees fit. 5.5 Any document to be signed or executed under this authority may be signed or otherwise executed by Indivior in RB’s name or (at Indivior’s option) in Indivior’s name on behalf of RB. 5.6 RB undertakes with effect from Completion: (A) to hold the RBP Global Shares upon trust for Indivior as beneficial owner; (B) to account to Indivior for all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to RB in respect of the RBP Global Shares; (C) not to exercise any rights, powers or privileges attaching to the RBP Global Shares or exercisable in the capacity of registered holder of the RBP Global Shares or conferred on Indivior by this Agreement without Indivior’s prior written consent; and (D) promptly on receipt to deliver to Indivior any notice, letter or other document of any nature whatsoever relating to the RBP Global Shares which RB receives after the date of this Agreement. 5.7 Subject to Clause 5.8 below, Indivior undertakes fully to indemnify RB and hold it harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by Clause 5.4. 5.8 The indemnity contained in Clause 5.7 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of RB. 5.9 The power of attorney constituted by Clause 5.4 and the undertaking given in Clause 5.6 above shall be irrevocable but shall terminate automatically on the date on which Indivior or its nominee is entered in the register of members of RBP Global as the holder of the RBP Global Shares.