Common use of RESTRICTIONS ON DEALING WITH SHARES Clause in Contracts

RESTRICTIONS ON DEALING WITH SHARES. 16.1 No Disposal of any Share or any legal or beneficial interest in any Share shall be permitted except a transfer of the entire legal and beneficial interest in the Share: (A) that is permitted by any of clauses 17 (Permitted Transfers) to 23 (Interaction of Notices) (inclusive); (B) in the case of a transfer of A Shares, with the prior written consent of the Novartis Shareholders (acting in their absolute discretion); or (C) in the case of a transfer of B Shares, with the prior written consent of the GSK Shareholders (acting in their absolute discretion). 16.2 Except pursuant to clause 17.1 (Permitted Transfers) or as otherwise agreed between the parties, no Disposal of any B Shares or A Shares shall be made unless all of the B Shares or A Shares (as the case may be) are Disposed of pursuant to the same transaction as if there were only one holder of B Shares and one holder of A Shares. 16.3 If a Disposal of any Shares is permitted pursuant to this agreement, otherwise than to a member of the transferring Shareholder’s Group, that Shareholder must procure that any Shareholder Loans that are owed and outstanding to a member of that Shareholder’s Group at the time of transfer shall be transferred to the relevant transferee of those Shares (or a member of its Group) at the same time.

RESTRICTIONS ON DEALING WITH SHARES. 16.1 No Disposal of any Share or any legal or beneficial interest in any Share shall be permitted except a transfer of the entire legal and beneficial interest in the Share: (A) that is permitted by any of clauses 17 (Permitted Transfers) to 23 (Interaction of Notices) (inclusive); (B) in the case of a transfer of A Shares, with the prior written consent of the Novartis Shareholders (acting in their absolute discretion); oror *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. (C) in the case of a transfer of B Shares, with the prior written consent of the GSK Shareholders (acting in their absolute discretion). 16.2 Except pursuant to clause 17.1 (Permitted Transfers) or as otherwise agreed between the parties, no Disposal of any B Shares or A Shares shall be made unless all of the B Shares or A Shares (as the case may be) are Disposed of pursuant to the same transaction as if there were only one holder of B Shares and one holder of A Shares. 16.3 If a Disposal of any Shares is permitted pursuant to this agreement, otherwise than to a member of the transferring Shareholder’s Group, that Shareholder must procure that any Shareholder Loans that are owed and outstanding to a member of that Shareholder’s Group at the time of transfer shall be transferred to the relevant transferee of those Shares (or a member of its Group) at the same time.

RESTRICTIONS ON DEALING WITH SHARES. 16.1 15.1 No Disposal of any Share or any legal or beneficial interest in any Share shall be permitted permitted, except for a transfer of the entire legal and beneficial interest in the such Share: (A) that is permitted by any of clauses 17 (Permitted Transfers) 16 to 23 (Interaction of Notices) (inclusive)21; (B) in the case of a transfer of A Shares, with the prior written consent of the Novartis Shareholders Pfizer Shareholder (acting in their its absolute discretion); or (C) in the case of a transfer of B Shares, with the prior written consent of the GSK Shareholders Shareholder (acting in their its absolute discretion). 16.2 15.2 Except pursuant to clause 17.1 (Permitted Transfers) or as otherwise agreed between the parties, no Disposal of any B Shares or A Shares pursuant to clause 16 shall be made unless all of the B Shares or A Shares (as the case may be) are Disposed of pursuant to the same transaction as if there were only one holder of B Shares and one holder of A Shares. 16.3 15.3 If a Disposal of any Shares is permitted pursuant to this agreement, otherwise than to a member of the transferring Shareholder’s Group, that the relevant Shareholder must procure that any Shareholder Loans that are owed and outstanding to a member of that Shareholder’s Group at the time of transfer shall be transferred to the relevant transferee of those Shares (or a member of its Wholly-Owned Group) at the same time.