CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [*****].

Exhibit 4.2

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [*****].

Execution version

dated

26 June 2024

by

Haleon UK Enterprises Limited

Seller

and

▇▇. ▇▇▇▇▇'▇ Laboratories SA

Purchaser

Table of contents

Schedule 1

Company and Subsidiaries

Part 1: Details of the Company (as at the date of this Agreement and immediately prior to Completion unless indicated otherwise)

Part 2: Details of the Subsidiaries (as at the date immediately prior to Completion)

Schedule 2

Pre-Completion Obligations

Schedule 3

Completion

Part 1: Seller's Obligations at Completion

Part 2: Purchaser's Obligations at Completion

Part 3: Purchaser's Obligations immediately post-Completion

Schedule 4

Warranties

Schedule 5

Limitations on Liability

Schedule 6

The Business Assets and Excluded Assets

Part 1: Business Assets

Part 2: Excluded Assets

Schedule 7

Employees and Pensions

Part 1: Operative Provisions

Part 2: List of Business Employees

Part 3: HR Governance

Schedule 8

Relevant Brands, Products and Relevant Territories

Part 1: Habitrol

Part 2: Nicabate

Part 3: Nicotinell

Part 4: Thrive

Part 5: Nicabate Excluded Packaging

Schedule 9

Separation Plan

Schedule 10

Press Announcements

Part 1: Seller's announcement

Part 2: Purchaser's announcement

Schedule 11

Marketing Authorisations

Part 1: Marketing Authorisations Transfer Process

Part 2: Marketing Authorisations

Part 3: Marketing Authorisation Applications

Schedule 12

Assigned Trade Marks, Assigned Designs and Assigned Patents

Part 1: Assigned Trade Marks

Part 2: Assigned Patents

Part 3: Assigned Designs

Part 4: OOS Marks

Schedule 13

Transferred Domain Names and Social Media Accounts

Schedule 14

Business Contracts

Part 1: Dedicated CMO Contracts

Part 2: Tenders

Part 3: Shared CMO Contracts

Part 4: Other contracts

Schedule 15

Purchaser's Warranties

Schedule 16

GSK Transitional Marks Sublicence

Schedule 17

Reorganisation Steps Plan

Schedule 18

Purchaser Tax Indemnity

Schedule 19

Earn-Out

Appendix A

Business Plan

Appendix B

Worked Examples

Appendix C

A&P Spending Plan

Appendix D

Current Wave Plan

Appendix E

Earnout Model

Schedule 20

Haleon Corporate Marks Licence

Schedule 21

Pipeline Products

Agreed form documents

Agreement for the sale and purchase of all of the quotas of Northstar Switzerland SARL

This Agreement is dated 26 June 2024

Between

HALEON UK ENTERPRISES LIMITED, a company incorporated under the laws of England and Wales with registered number 11986381, having its registered office at ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (the "Seller"); and

▇▇. ▇▇▇▇▇'▇ LABORATORIES SA, a company incorporated under the laws of Switzerland with registered number CHE-113.571.287, having its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ – ▇▇▇▇ (the "Purchaser").

Recitals

It is agreed as follows:

In this Agreement, the following words and expressions shall have the following meanings:

"A&P" means advertising and promotional activities in respect of the Business.

"Accounts" means the audited accounts of Haleon plc for the accounting period ended on the Accounts Date.

"Accounts Date" means 31 December 2023.

"Accruals" means all outgoings, contractual or otherwise paid or payable by the Purchaser's Group in respect of A&P (including the relevant parts of any multi-brand spend) after the Completion Time to the extent that any of the foregoing relate to the period prior to the Completion Time (but excluding, for the avoidance of doubt, Liabilities in respect of Tax).

"Action" means any legal, administrative or other proceeding, claim, action, suit, arbitration or litigation by or before any Governmental Entity.

"Additional Information" has the meaning given to it in paragraph 7.4 of Schedule 4.

"[***]" means the "Licensed IP Contract Rights" as defined in the [***] Agreement, solely to the extent that such rights are used in connection with the Manufacture of the [***] in the same manner as such activities are or were being carried out by the Seller's Group as at, or during the twelve (12) month period immediately prior to, the date of this Agreement.

"[***] Agreement" means the sub-licence agreement entered into on or around [***] between [***] (as licensor) on the one hand and [***] Haleon UK Trading Services Limited [***] Haleon UK IP Limited [***] and [***] (each as a licensee) on the other hand, pursuant to which [***] grants Haleon UK Trading Services Limited, Haleon UK IP Limited and [***] a sub-licence to use the Licensed IP Contract Rights (as defined therein) in accordance with the terms therein.

"Applicable Cutover Date" means, in respect of a Relevant Territory, the date upon which the Seller's Group ceases to provide the Distribution Services (as defined in the TDSA) in accordance with the terms of the TDSA.

"Applicable Laws" means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal exercising statutory or delegated powers and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties or any member of their Group as the context requires.

"Artwork Files" means:

which, in each case, are proprietary to any member of the Seller's Group and relate exclusively to any Product in the Relevant Territory.

"Assigned Designs" means the designs and design applications as set out in Part 3 of Schedule 12.

"Assigned Patents" means the patents and patent applications set out in Part 2 of Schedule 12.

"Assigned Trade Marks" means the trade marks and trade mark applications as set out in Part 1 of Schedule 12, together with any trade ▇▇▇▇ ▇▇▇▇▇▇▇▇ attaching to such trade marks and trade mark applications.

"Assumed Liabilities" means those Liabilities, including those arising under any lawsuit, Action, suit, claim or other proceeding at law or in equity or any judgement of any court of any kind or any award of any arbitrator of any kind, solely to the extent arising out of, relating to or in connection with:

but, in each case, excluding any Taxation or liability to Taxation.

"Audit Information" has the meaning given in clause 6.17(e).

"[***]" has the meaning given to it in clause 14.2(q).

"Books & Records" means the following information and records where these are in the possession and ownership of the Seller's Group and to the extent relating primarily to the Business:

in each case: (i) in the form or medium it is held or recorded by the relevant member of the Seller's Group; (ii) in respect of paragraphs (b) to (i), only where reasonably accessible by the relevant member of the Seller's Group; and (iii) to the extent such documentation contains information relevant to the retained business of the Seller's Group which is confidential or commercially sensitive information, such information shall be redacted as appropriate.

"Brazil Merger Control Condition" has the meaning given in clause 4.1(b)(i) (Conditional Completion).

"Business" means the business carried on in respect of the Development, Manufacturing or Commercialising (and any combination of the same) of the Products and/or Pipeline Products (or any of them) in the Relevant Territories, as carried on by the relevant members of the Seller's Group as at Completion (and for the purpose of the Warranties given at the date of this Agreement, as at the date of this Agreement).

"Business Assets" means all the undertakings, rights and assets owned by the Seller's Group at Completion and relating exclusively to the Business and Part 1 of Schedule 6 includes an indicative list of these, but excluding for all purposes the Excluded Assets.

"Business Contracts" means the contracts and arrangements relating to the Business to which a member of the Seller's Group is a party being:

"Business Day" means a day (excluding Saturday and Sunday) on which banks generally are open in the City of London (England), Hyderabad (India) and Basel (Switzerland) for the transaction of normal banking business.

"Business Employee" means the individuals listed in Part 2 of Schedule 7.

"Business Goodwill" means the goodwill of the Business, together with the exclusive right for the Target Group Companies and the Purchaser to represent themselves as carrying on the Business in succession to the Seller's Group (excluding in the United States and for these purposes the United States shall include Puerto Rico), but excluding any goodwill attaching to any Excluded Intellectual Property.

"Business Intellectual Property" means the Transferred IP and the Licensed Intellectual Property.

"Business IP Licences" means the Know-How Licence, the Product Files and Artwork Files Licence and the [***] Licence.

"CA 2006" means the Companies Act 2006.

"[***]" has the meaning given in Part 3 of Schedule 14.

"Claimed Party" has the meaning given in paragraph 5.1 of Schedule 5.

"Claiming Party" has the meaning given in paragraph 5.1 of Schedule 5.

"Clearances" means any explicit or deemed consent, approval, authorisation, clearance, confirmation, or licence whether by lapse of time or express confirmation, and a "Clearance" shall mean any one of them.

"CMO" means contract manufacturing organisation.

"CMO Contract" means those contracts (or relevant portions thereof) listed at Part 1 and Part 3 of Schedule 14 of this Agreement.

"Co-Owned IP" means the Assigned Designs that are jointly owned between [***] and Haleon Switzerland.

"Commercialise" means to promote, market, distribute, commercialise and/or sell a product and "Commercialising" and "Commercialisation" shall be construed accordingly.

"Commercialised Marketing Authorisations" means the Marketing Authorisations other than the Uncommercialised Marketing Authorisations.

"Commercially Reasonable Efforts" means, with respect to the efforts to be expended by a Party to achieve any objective, the reasonable, diligent efforts to accomplish such objective as a similarly situated party in the consumer healthcare industry would normally use to accomplish a similar objective in its own interests under similar circumstances.

"Company" means Northstar Switzerland SARL, a limited liability company and incorporated in Switzerland, short particulars of which are set out in Part 1 of Schedule 1.

"Competent Authorities" means the competent Merger Control Authorities in Brazil, Saudi Arabia and the United Arab Emirates and the Swedish FDI Authority, and a "Competent Authority" shall mean any one of them.

"Completion" means completion of the sale and purchase of the Shares in accordance with clause 7.

"Completion Consideration" means four hundred and fifty-eight million pounds sterling (£458,000,000).

"Completion Date" means:

or such other date as the Parties may agree following the satisfaction or waiver of all Conditions in accordance with the terms of this Agreement, provided that if the date upon which all Conditions are satisfied is a date during August 2024, the Parties agree that Completion shall occur on the last Business Day of September 2024.

"Completion Time" means 11:59 p.m. on the Completion Date.

"Conditions" means the conditions precedent set forth in clause 4.1.

"Confidential Information" has the meaning given in clause 21.2.

"Confidentiality Agreement" means the non-disclosure agreement between Haleon UK Services Limited and ▇▇. ▇▇▇▇▇'▇ Laboratories Inc. dated 23 May 2023.

"Consideration" has the meaning given in clause 3.

"Continuing Provisions" means clauses 1 (Interpretation), 5.6 (Costs and Liabilities), 21 (Announcements and Confidentiality), 22.5 (Notices), 22.6 (No Set-Off), 22.7 (Costs and Expenses), 22.8 (Counterparts), 22.9 (Severability), 22.11 (Whole Agreement), 22.12 (Third party rights), 22.13 (Amendments), 22.17 (Payments under this Agreement) and 23 (Governing law and submission to jurisdiction), and paragraph 12 of Schedule 5, all of which shall continue to apply after the termination of this Agreement without limit in time.

"Costs" means costs, charges, expenses (including those suffered or incurred in establishing or enforcing a right to be indemnified under this Agreement) and fees (including filing and administrative fees), for the avoidance of doubt including any Tax.

"Customer Lists" means the documents or lists containing the names and addresses of the customers who have purchased Products from the Seller or any member of the Seller's Group in the twelve (12) month period immediately prior to the date of this Agreement and the Completion Date.

"Data Protection Legislation" has the meaning given in paragraph 21.1 of Schedule 4.

"Data Room" means the documents, information and material included in the electronic data room hosted by [***] under the name "Project [***]" as at [***] p.m. on [***] 2024, with such documents, information and material to be listed in the Disclosure Letter and included within USBs to be provided by the Seller to the Purchaser and its advisers as soon as reasonably practicable following the date of this Agreement.

"Dedicated CMO Contract" means the manufacturing contracts listed at Part 1 of Schedule 14.

"Development" means any development activities, including, research, test method development, statistical analysis, clinical studies and regulatory affairs, and the terms "Develop" and "Developed" shall be construed accordingly.

"Disclosed" means, fairly disclosed in:

in each case, with sufficient details to allow a reasonable purchaser to identify the nature and scope of the matter disclosed, and "Disclosure" shall be construed accordingly.

"Disclosed Schemes" has the meaning given in paragraph 19.1 of Schedule 4.

"Disclosing Party" has the meaning given to it in clause 21.2(c).

"Disclosure Letter" means the disclosure letter (including the contents of any schedule or appendix thereto) from the Seller to the Purchaser executed and delivered immediately before the signing of this Agreement.

"Dispute" has the meaning given in clause 23.2(a) (Dispute resolution).

"Divestment" has the meaning given in clause 4.4(b)(i) (Purchaser Conditions).

"Dossier" means a product specific registration file, and any variations, notifications or renewal documentation relating to or incorporated in the same including, where applicable, the formulation of a Product or Pipeline Product, the method of manufacturing a Product or Pipeline Product and the validation of such manufacturing method, the stability data, the release and shelf life specification, the analytical methods, procedures and validation, all pre-clinical and clinical studies conducted, including all regulatory documentation prepared in relation to those clinical studies, all bio-equivalence data/studies conducted, including all regulatory documentation prepared in relation to those clinical studies, the periodic safety update reports, and all other data and or information required or requested by any Governmental Entity for a Product or Pipeline Product and rights in confidential data and all data contained in any of the foregoing, including advertising and promotional and marketing documents, adverse event files, medical event reports, compliant files and the like, in respect of all of the foregoing provisions of this definition, only to the extent this is:

"Earn-Out Consideration" means the amount payable, if any, by the Purchaser to the Seller by way of additional consideration pursuant to Schedule 19.

"Electronic Transfer" means the clearing houses automated payment system or any other method of electronic transfer for same-day value.

"Employee Tax Liability" has the meaning given in paragraph 7.2 of Schedule 7.

"Encumbrance" means any proprietary claim, option, right to acquire, mortgage, charge (fixed or floating), pledge, lien, right to acquire, right of pre-emption or conversion, right of first refusal, title retention or any other third party right or other form of security interest or encumbrance or equity, or any agreement to create any of the foregoing.

"EU GDPR" has the meaning given in paragraph 21.1 of Schedule 4.

"Exchange Rate" means, in respect of a transaction between any two currencies, the average rate for exchanges between those currencies as quoted in the BFIX (Bloomberg FX Fixings) at 4:00 p.m. on the day for which that rate is so quoted on or before the date of the conversion.

"Excluded Actions" means all Liabilities in respect of any Action, whether or not presently threatened, asserted or pending, to the extent relating to, arising out of, or in connection with, the conduct of the Business or the Development (save in respect of Product Liabilities arising in respect of Products Manufactured in the period from and after the Completion Time which are the responsibility of the Purchaser), Manufacture or Commercialisation of the Products in respect of the period prior to the Completion Time or in respect of other Liabilities relating to the Business that are not an Assumed Liability.

"Excluded Assets" means those properties, rights and assets described at Part 2 of Schedule 6.

"Excluded Intellectual Property" means the Haleon Corporate Marks, the GSK Transitional Marks and any Intellectual Property Rights in the Nicabate Excluded Packaging.

"Excluded Liabilities" means any Liability that is not an Assumed Liability (including those arising under any lawsuit, Action, suit, claim or other proceeding at law or in equity or any judgement of any court of any kind or any award of any arbitrator of any kind), solely to the extent arising out of, relating to or in connection with:

"[***]" means the following agreements between, as of the date of this Agreement, Haleon Switzerland and [***]:

each as may be further amended from time to time.

"Financial Information" has the meaning given to it in paragraph 7.4 of Schedule 4.

"Final Report" has the meaning given to it in clause 6.17(i).

"Final Separation Plan" has the meaning given to it in clause 6.2(b)(ii).

"Full Title Guarantee" means with the benefit of the implied covenants set out in part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 when a disposition is expressed to be made with full title guarantee.

"Fundamental Warranties" means the Warranties set out in paragraphs 1, 2, 3, 4, 9.2, 9.3, 9.4, 15.2, 15.3, 15.6 and 15.12 of Schedule 4 and in relation to paragraph 15.12, only in so far as it relates to the Transferred IP, and in relation to paragraph 15.3, only in so far as it relates to the Registered Transferred IP.

"Global Minimum Taxation Rules" means Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the Union ("EU Pillar 2 Directive"), any laws of any European Union member states implementing the EU Pillar 2 Directive and any laws of any jurisdiction outside the European Union implementing the OECD Pillar Two Model Rules.

"Governmental Entity" means any supra-national, national, federal, state, municipal, provincial, regulatory, administrative, or other governmental or quasi-governmental authority, agency or commission, any court, tribunal, arbitral body, administrative body, local authority entity or private body exercising any regulatory function with competent jurisdiction, or any national securities exchange or automated quotation service, including any regulatory authority or agency with competent jurisdiction in connection with the research, Development, Manufacture or Commercialisation of any Product.

"Group" means the Seller's Group and/or the Purchaser's Group (as the context requires).

"GSK IP" means the following Assigned Patents and Transferred Domain Names and Social Media Accounts which GlaxoSmithKline PLC has agreed to assign and/or procure the assignment to the Seller's Group but which, as at the date of this Agreement, are legally owned by certain GlaxoSmithKline entities, pending execution of a deed of assignment by the relevant GlaxoSmithKline entities to assign the legal ownership of such Assigned Patents and Transferred Domain Names and Social Media Accounts to the Seller's Group: [***]

"GSK Transitional Marks" has the meaning given in the GSK Transitional Marks Sublicence.

"GSK Transitional Marks Sublicence" means the sublicence agreement in substantially the form attached at Schedule 16, to be entered into at Completion between Haleon plc and the Company, pursuant to which the Company will be granted a sublicence to use the GSK Transitional Marks.

"Habitrol Brands" means the brands listed in Part 1 of Schedule 8.

"Habitrol Products" means the products listed in Part 1 of Schedule 8.

"Habitrol Territories" means the territories listed in Part 1 of Schedule 8.

"Haleon Corporate Marks" means any names, marks, designs, logos, URLs, domain names, social media profiles and accounts, trade dress or get-up (whether registered or not), in each case, owned or registered by any member of the Seller's Group (including those which include (in whole or part) the words "HALEON" or "SMART CONTROL", the Haleon logo (as represented by EU trade mark application number 01695502) or that incorporate the Nicabate Excluded Packaging), and any name, mark, design or logo which is the same as or confusingly similar to, or dilutive thereof, with any of the foregoing, excluding the Assigned Trade Marks, the Assigned Designs, the Transferred Domain Names and Social Media Accounts and the OOS Marks.

"Haleon Corporate Marks Licence" means the licence agreement in substantially the form attached at Schedule 20, to be entered into at Completion between Haleon UK IP Limited (UK registered company number 09237645) and the Company, pursuant to which the Company will be granted a licence to use certain Haleon Corporate Marks for a transitional period in accordance with the terms therein.

"Haleon Switzerland" means Haleon CH SARL.

"Haleon Trading Services" means Haleon UK Trading Services Limited.

"Head Categories of Cost" has the meaning given to it in clause 6.17(i).

"Held-Back Assets" means the Marketing Authorisations, the Marketing Authorisation Applications, the Product Files, the Dossiers and the Tenders, and a "Held-Back Asset" means any one of them.

"IFRS" means International Financial Reporting Standards, International Accounting Standards and Interpretations of those standards issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and their predecessor bodies adopted for use within the UK by virtue of Chapter 2 or 3 of Part 2 of the International Accounting Standards and European Public Limited Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/685) and the applicable provisions of the Companies Act.

"Independent Accountant" has the meaning given to it in clause 6.17(c)(ii).

"Independent Audit" has the meaning given to it in clause 6.17(b).

"Intellectual Property Rights" means all intellectual property rights existing anywhere in the world including:

in each case in relation to limbs (a) to (e) above whether registered or unregistered and including all registrations or applications thereof and any renewals or extensions thereof, and "Intellectual Property" shall be construed accordingly.

"Interim Report" has the meaning given to it in clause 6.17(h).

"Inventory Data" has the meaning given in paragraph 1 of Schedule 19.

"IP Review" has the meaning given to it in clause 14.2(p).

"Key Interim Covenant" means:

and for these purposes any [***] in connection with any [***]shall not be considered to be [***] nor shall any other ordinary course activities which increase [***]; or

"Key Items" means:

"Key Revenue Markets" means the following markets: [***], such markets in aggregate constituting approximately [***] per cent. ([***]%) of all revenues for the Business for the financial year ended 31 December 2023, together with [***].

"Know-How" means trade secrets, know-how, technical information, data and confidential information, including proprietary processes, formulae, formulations, models, methodologies, inventions (whether patentable or not), discoveries, specifications, designs, drawings, manuals, instructions, technical or other expertise, including all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical, safety, quality control, preclinical and clinical data.

"Know-How Licence" has the meaning given in clause 14.2(c) (Licensed Intellectual Property).

"KT Workshop" has the meaning given in clause 6.8.

"LCIA" has the meaning given in clause 23.3(a) (Arbitration).

"Liabilities" means all liabilities, debts or other obligations of any nature, whether accrued, fixed or contingent, mature or inchoate, known or unknown, reflected on a balance sheet or otherwise.

"Licences" has the meaning given to it in paragraph 15.9 of Schedule 4.

"Licensed Intellectual Property" means the Licensed Know-How and the Intellectual Property Rights licensed to the Purchaser under the Product Files and Artwork Files Licence and the [***] Licence.

"Licensed Know-How" means all Know-How that is owned and controlled by a member of the Seller's Group as at the Completion Date and which is necessary for Development, Manufacturing or Commercialisation of any Product in any Relevant Territory in the same manner as such activities are or were being carried out as at, or during the twelve (12) month period immediately prior to, the date of this Agreement, but excluding any Transferred IP.

"Long Stop Date" means 31 December 2024 (or such other date as the Parties may agree in writing).

"Losses" includes, in respect of any matter, event or circumstance, all demands, claims, Actions, proceedings, damages, payments, fines, penalties, losses, Costs (including reasonable legal costs), expenses, disbursements or other liabilities (including, in each case, any Taxation).

[***] has the meaning given in Part 1 of Schedule 14.

[***] has the meaning given to it in clause 6.9.

"Manufacture" means the planning, purchasing of materials for, manufacturing, processing, compounding, storage, filling, packaging, labelling, leafleting, testing, waste disposal, quality assurance and control, dispatch, sample retention and stability testing and release, and "Manufacturing" and "Manufactured" shall be construed accordingly.

"Manufacturing Site" has the meaning given to this term in the MSA.

"Marketing Authorisation" means each of the marketing authorisations relating to the Products issued by a Governmental Entity and which are listed in Part 2 of Schedule 11.

"Marketing Authorisation Application" means each of the pending or in progress applications for a marketing authorisation relating to the Products or Pipeline Products which have been submitted to, and are awaiting approval from, a Governmental Entity as at the date of this Agreement and which are listed in Part 3 of Schedule 11.

"Marketing Authorisation Documentation" has the meaning given in Part 1 of Schedule 11.

"Marketing Authorisation Holder" means the holder of the relevant Marketing Authorisation or New Marketing Authorisation.

"Marketing Authorisation Long Stop Date" means, for a Relevant Territory, the "Market Long Stop Date" as such term is defined in the TDSA and as may be extended pursuant to clauses 4.16 and 16.5 of the TDSA. For the avoidance of doubt, if the TDSA is terminated for any reason prior to the expiry of its term, the term "Market Long Stop Date" as defined in the TDSA shall continue to mean the relevant date specified in the TDSA, notwithstanding the early termination of the TDSA (and the Market Long Stop Date shall not be defined by reference to the termination date of the TDSA).

"Marketing Authorisation Transfer" has the meaning given in Part 1 of Schedule 11.

"Marketing Authorisation Transfer Date" has the meaning given in Part 1 of Schedule 11.

"Marketing Authorisation Transferee" means the Purchaser, any member of the Purchaser's Group (which, for the avoidance of doubt, includes each Target Group Company following Completion) and/or such other third party as is nominated by the Purchaser, in either case to whom the relevant Marketing Authorisation or New Marketing Authorisation is to be transferred.

"Material Adverse Change" means, in respect of the Business, any fact, matter, circumstance (each, a "Relevant Matter") or series thereof that has, or is reasonably likely to have, [***] provided that any Relevant Matter resulting from any of the following, either alone or in combination, shall be excluded in determining whether a Material Adverse Change has occurred except, in respect of paragraphs (a)-(d) and (f), to the extent that the Business is adversely affected disproportionately to other similar business in the over-the-counter consumer healthcare industry:

"Material Customer" means any customer of the Business in any of the Key Revenue Markets generating revenues for the Business in excess of [***] in the financial year ended 31 December 2023.

"Material Supplier" means each of:

"Merger Control Authorities" means the competent Governmental Entities in respect of each of the Brazil Merger Control Condition, the Saudi Arabia Merger Control Condition and the UAE Merger Control Condition.

"MSA" means the manufacture and supply agreement, in the agreed form, between Haleon Trading Services and UK Newco to be entered into on Completion.

"Net Sales" has the meaning given to it in the TDSA.

"Net Sales Information" means the document containing the unaudited net sales figures for the Business in those Relevant Territories where the Business has Commercialised the Relevant Brands for the period from [***] as contained at 3.1.1 and 3.2.28 of the Data Room.

"New Marketing Authorisation" has the meaning given in Part 1 of Schedule 11.

"Nicabate Brands" means the brands listed in Part 2 of Schedule 8.

"Nicabate Excluded Packaging" means the trade dress, get-up and design of the packaging of the Nicabate Products (as depicted in Part 5 of Schedule 8) which, for the avoidance of doubt, includes the arrow burst design, the gradation of the blue background colour, the step arrow and banner across the bottom of the packaging, but excludes the [***].

"[***]" means the curved design of the lozenge container (including the dark blue colour scheme of the lozenge container) as depicted in the Nicabate minis product in Part 5 of Schedule 8, excluding any embodiments expressly claimed in the Assigned Designs and Assigned Patents.

"[***] Registered Designs" means the registered community design number [***] and the registered Japanese design number [***] for the earlier design of the [***] and cap.

"[***] Licence" has the meaning given in clause 14.2(f).

"Nicabate Patch Bulk Products" has the meaning given to "Product" in the MSA.

"Nicabate Patch Products" means any Nicabate Products for patches.

"Nicabate Products" means the products listed in Part 2 of Schedule 8.

"Nicabate Territories" means the territories listed in Part 2 of Schedule 8.

"Nicotinell Brands" means the brands listed in Part 3 of Schedule 8.

"Nicotinell Products" means the products listed in Part 3 of Schedule 8.

"Nicotinell Territories" means the territories listed in Part 3 of Schedule 8.

"Non-Transferring Employee" has the meaning given to it in paragraph 5.1 in Part 1 of Schedule 7.

"Notice" has the meaning given to it in clause 22.5(a).

"NRT" means nicotine replacement therapies in which nicotine is the active ingredient and administered through nicotine patches, spray, gum and/or lozenges or otherwise.

"OECD Pillar Two Model Rules" means the model rules published by the Organisation for Economic Co-operation and Development on or about 20 December 2021 in a document entitled "Tax Challenges Arising from Digitisation of the Economy – Global Anti-Base Erosion Model Rules (Pillar Two)" (as updated or amended from time to time) together with any explanatory guidance and/or commentary published by the Organisation for Economic Co-operation and Development from time to time.

"OOS Global Assignment Agreement" has the meaning given in clause 18.1.

"OOS Marks" means the trade marks and domain names listed in Part 4 of Schedule 12.

"Outgoing Directors" means any director or officer of any Target Group Company immediately prior to Completion who is nominated by, or a representative of, Seller or any other member of the Seller's Group.

[***] has the meaning given in Part 3 of Schedule 14.

"Permitted Assignee" has the meaning given in clause 22.2(b).

[***]

"[***] Patent and Know-How Licence" means the patent and know-how licence and sub-licence agreement between, members of the Seller's Group (as a licensor) and [***] (as licensee) dated [***] (as amended) pursuant to which, inter alia, certain of the Seller's Group's registered design patents and Know-How are licensed and the [***] IP is sub-licensed to [***] on an exclusive, perpetual basis for use in the [***] Territories in the field of NRT, and [***] has in turn granted a non-exclusive, perpetual, royalty-free, irrevocable sub-licence back of such design patents, Know-How and [***] IP to the Seller’s Group (with the right to sub-license to a third party manufacturer) solely for the purpose of manufacturing the Seller's Group's products in the [***] Territories for commercialisation, sale, to have sold, offer for sale, and otherwise commercialise outside of the [***] Territories (in the case of the [***] IP, excluding [***].

"[***] Territories" means [***].

"[***] Trade Mark Licence" means the trade mark and trade dress licence agreement between, inter alia, Haleon (UK) IP Limited (as licensor) and [***] (as licensee) dated [***] (as amended) pursuant to which, inter alia, the Nicotinell Brand is licensed on an exclusive perpetual basis to [***] for use in [***] in the field of NRT.

"Personal Data" means any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier.

"Pharmacovigilance Agreement" means the agreement (a draft of which is set out in folder 12.3 of the Data Room) the final terms of which shall be agreed and entered into by Haleon Trading Services and UK NewCo in accordance with clauses 6.3 and 7.2.

[***] has the meaning given in Part 1 of Schedule 14.

"Pipeline Product" means the list of NRT or smoking cessation products, or method of delivering in respect thereof, that are being Developed by any member of the Seller's Group (outside the United States (and for these purposes the United States shall include Puerto Rico)) and which are set out at Schedule 21.

"Preliminary Separation Plan" has the meaning given to it in clause 6.2(b)(i).

"Prepayments" means all amounts paid (whether by deposit, prepayment or otherwise) by the Seller's Group in respect of A&P (including the appropriate proportion of any multi-brand spend) before the Completion Time to the extent that any of the foregoing relate to the period after the Completion Time (but excluding, for the avoidance of doubt, Liabilities in respect of Tax).

"Press Announcements" means the press announcements to be issued by each of the Seller and the Purchaser in the form appended at Schedule 10.

"Previous Accounts" means the audited accounts of Haleon plc for the accounting period ended on 31 December 2022.

"Pro Forma Carve-out Accounts" means the pro forma balance sheet and profit and loss accounts for the Business as set out on pages 19 – 22 (inclusive) of the VDD Financial Report.

"Proceedings" means any proceedings, suit or Action arising out of or in connection with this Agreement.

"Product Files" means, in each case, the following materials (whether in electronic or hard copy form):

"Product Files and Artwork Files Licence" has the meaning given in clause 14.2(a) (Licensed Intellectual Property).

"Product Intellectual Property Rights" means the Intellectual Property Rights (other than the Assigned Patents, Assigned Designs, Assigned Trade Marks, the Transferred Domain Names, Social Media Accounts and any Excluded Intellectual Property) arising, on a Product-by-Product basis, for each of the Products, including in the Artwork Files and the Product Files, that in each case:

"Product Liabilities" means in respect of any Products or parts of Products, Liabilities arising out of or otherwise relating to a defect (or alleged defect) in any Product or part of a Product including a defect (or alleged defect) in how the Product was designed (such as a defect (or alleged defect) relating to the formulation of the active pharmaceutical ingredients, excipients and other materials used in such Product).

"Products" means: (a) the Habitrol Products; (b) the Nicabate Products; (c) the Nicotinell Products; (d) the Thrive Products; and (e) any other NRT product currently:

by, or on behalf of, any member of the Seller's Group, and a "Product" shall mean any one of them.

"Prohibited Launch" has the meaning given in clause 8.2(a) (Obligations of the Purchaser).

"Prohibited Relationship" means the entry into any commercial relationship by a member of the Purchaser's Group with a Prohibited Third Party which results in any Products that use or display any [***] Mark or any [***] Mark:

"Prohibited Sale" has the meaning given in clause 8.2(a).

"Prohibited Third Party" means any third party which is primarily engaged in or derives more than [***] of its revenue or income from the sale of [***] products [***] other than, for all purposes other than in respect of a Prohibited Sale, a person with whom any member of the Seller's Group does, or has in the twelve (12) month period immediately prior to the date of this Agreement conducted, business in respect of the Business.

"Public Official" means any person holding or acting on behalf of a person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a state-owned or public enterprise, a public international organisation, any federal or regional government department or agency, any political party, any candidate for political office or a relative or associate of any such person.

"Purchaser's Group" means the group of companies comprising the Purchaser, any holding company from time to time of the Purchaser and any subsidiary of the Purchaser (including, following Completion, any member of the Target Group) or of any such holding company and "member of the Purchaser's Group" shall be construed accordingly.

"Purchaser's Solicitors" means ▇▇▇▇▇▇▇ ▇▇▇▇▇ Freehills LLP of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

"Purchaser Conditions" means the Brazil Merger Control Condition, the Saudi Arabia Merger Control Condition, the UAE Merger Control Condition and the Sweden FDI Condition.

"Purchaser Wrong Pocket Asset" has the meaning given in clause 11.1(a) (Mutual obligations).

"Qualifying Offer" means an offer of employment made by Target Group or any of its Subsidiaries to a Business Employee for employment that is on terms that meet the requirements set forth in Part 1 of Schedule 7.

"Quality Agreement" means the agreement (a draft of which is set out in folder 12.2 of the Data Room) the final terms of which shall be agreed and entered into by Haleon UK Trading Services and UK NewCo in accordance with clauses 6.3 and 7.2.

"Recall" means a recall, market withdrawal, stock recovery, field correction, return due to defect or expiry of a Product or similar events.

"Receiving Party" has the meaning given to it in clause 21.2(f).

"Redacted Agreement" has the meaning given to it in clause 21.2(e).

"Registered Transferred IP" has the meaning given in paragraph 15.1 of Schedule 4.

"Relevant Brands" means:

"Relevant Contract" has the meaning given in clause 5.2(c)(ii).

"Relevant Date" means:

"Relevant Period" has the meaning given in paragraph 2.1 of Part 1 of Schedule 7.

"Relevant Territories" means:

and "Relevant Territory" means any one of them.

"Relief" means any relief, loss, allowance, credit, set-off, or exemption in respect of Tax, any deduction in computing income, profits or gains for any Tax purpose, any right to repayment of Tax (including any repayment supplement or interest) and:

"Reorganisation" means the transfer of the Transferred Employees and Business Assets (excluding the Artwork Files, Customer Lists, Books & Records, OOS Marks and the Held-Back Assets) to the Target Group Companies in accordance with the Reorganisation Steps Plan and Applicable Laws.

"Reorganisation Agreements" means the documents in respect of the Reorganisation to be entered into prior to Completion between: (i) members of the Seller's Group and one or more members of the Target Group; and/or (ii) members of the Target Group, in each case, as the same may be amended or modified from time to time, and a "Reorganisation Agreement" means any of them.

"Reorganisation Condition" means the condition listed in clause 4.1(a).

"Reorganisation Steps Plan" means the plan setting out the steps required to implement the Reorganisation as set out in Schedule 17 (as may be amended from time to time in accordance with clause 5).

"Representatives" means, with respect to any person, such person's affiliates and its and their respective directors, officers, employees, members, owners, partners, accountants, consultants, advisers, attorneys, agents and other representatives.

"Restricted Business" means the NRT business and the smoking cessation business.

"Rules" has the meaning given in clause 23.3(a).

"Sanctions" has the meaning given in paragraph 14 of Schedule 4.

"Sanctions Authority" has the meaning given in paragraph 14.1 of Schedule 4.

"Saudi Arabia Merger Control Condition" has the meaning given in clause 4.1(b)(ii).

"Seller's Designated Account" has the meaning given in clause 22.17(a)(i).

"Seller's Group" means the group of companies comprising the Seller, any holding company from time to time of the Seller and any subsidiary of the Seller or any such holding company (including, prior to Completion, each member of the Target Group) and "member of the Seller's Group" shall be construed accordingly.

"Seller LTI Plan" means the Long Term Incentive schemes operated by the Seller by way of the Share Value Plan, along with applicable plan rules and policies.

"Seller's Solicitors" means ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.

"Seller Wrong Pocket Asset" has the meaning given in clause 11.1(b).

"Separation" means the separation of the Business in the Relevant Territories from the Seller's Group and transition of the Products in the Relevant Territories to the Purchaser's Group such that the Purchaser's Group (which shall include the Target Group for these purposes) may carry on the Commercialisation of the Products on an independent and standalone basis in accordance with the Separation Plan or as may otherwise be agreed between the Seller and the Purchaser in writing.

"Separation Plan" means the plan to be prepared by the Purchaser, based on the Target Distribution Transfer Dates (as defined in the TDSA and as detailed in Schedule 3 of the TDSA) and mutually agreed to by the Parties in accordance with clause 6.2(a), documenting the Parties' plan for the separation and transition of the Business from the Seller's Group to the Purchaser's Group (including for these purposes the Target Group), including the activities that will be carried out, plans to achieve the timely transition of each key milestone and related roles and responsibilities.

"Service Document" means a document relating to or in connection with any Proceedings.

"Shared CMO Contracts" means Shared Contracts listed at Part 3 of Schedule 14.

"Shared Contract" means any contract that includes terms and conditions that are related to both (a) the Business and (b) any businesses of the Seller or any other member of the Seller's Group (other than the Business), between (i) the Seller or any other member of the Seller's Group, on the one hand, and (ii) a third party, on the other hand, in each case.

"Shares" means all of the quotas of the Company as shown in Part 1 of Schedule 1.

"Standard Costs Audit" has the meaning given to it in clause 6.17(b).

"Subsidiaries" means, as at Completion, the companies, details of which are given in Part 2 of Schedule 1 and any reference to a "Subsidiary" is a reference to any of them.

"Supplemental Disclosure Letter" means the disclosure letter (including the contents of any schedule or appendix thereto) from the Seller to the Purchaser executed and delivered on the Completion Date in relation to the Warranties (other than the Fundamental Warranties) to be given at Completion, relating only to facts, matters or circumstances occurring between the date of this Agreement and the Completion Date, a substantially final draft of which shall be delivered by the Seller to the Purchaser's Solicitors no later than ten (10) Business Days prior to Completion.

"Sweden FDI Condition" has the meaning given in clause 4.1(c).

"Swedish FDI Authority" means the competent Governmental Entity under the Swedish FDI Regime.

"Swedish FDI Regime" means the Swedish Foreign Direct Investment Review Act (Sw. lag om granskning av utländska direktinvesteringar) or any other applicable Swedish foreign investment laws.

"Swedish Newco" means the private limited company to be incorporated in Sweden prior to Completion, details of which are given in Part 2 of Schedule 1.

"[***] Agreement" has the meaning given in Part 1 of Schedule 14.

"Target Group" means the Company and each of its Subsidiaries and the expressions "Target Group Company" and "member of the Target Group" shall be construed accordingly.

"Tax" or "Taxation" means all forms of direct and indirect taxation, and all withholdings, duties, imposts, charges, levies, costs and rates howsoever imposed, assessed or enforced (including by self-assessment, withholding or otherwise) by any local, municipal, governmental, state, federal or other body or authority wherever imposed, in all cases being in the nature of taxation (including income tax or amounts equivalent to or in respect of income tax required to be deducted or withheld from or accounted for in respect of any payment), corporation tax, advance corporation tax, capital gains tax, inheritance tax, National Insurance, social security or other similar contributions and any related interest, penalty, surcharge or fine (including, for the avoidance of doubt, a failure to make any return, comply with any reporting requirements or supply any information in connection with any of the foregoing or the cost and expense of removing any charge or other encumbrance imposed), and includes a payment which a person is liable to make as a result of having claimed a credit in relation to any Tax in excess of the amount properly claimable, and, in a case where Tax for which a person is liable is (or is to be) discharged by another, the amount corresponding to that Tax for which that person, in respect of that discharge, is liable regardless of whether any amount in respect of any of them is recoverable from any other person or charged joint and severally with any other person.

"Tax Authority" means any government, state or municipality or any local, state, federal or other fiscal, customs or excise authority, body or Public Official anywhere in the world with responsibility for, or competent to impose, administer or collect, any Tax.

"Tax Claim" means any claim in respect of breach of the Tax Warranties or any claim under clause 2.1 (Covenant) of the Tax Deed.

"Tax Deed" means the deed relating to Tax dated on or around the date of this Agreement.

"Tax Warranties" means the Warranties given in paragraph 23 of Schedule 4.

"TDSA" means the transitional distribution services agreement, in the agreed form, between Haleon Trading Services and the Company and UK Newco to be entered into on Completion.

"TDSA Services" has the meaning given to that term in Schedule 18.

"Tenders" means those tender contracts which are listed in Part 2 of Schedule 14.

"Third Party Consent" means any consent, approval, clearance, confirmation, licence or any other action of any third party (including any agreement with any third party and waiver of objection rights of, or lapse of objection periods for, any third party).

"Thrive Brands" means the brands listed in Part 4 of Schedule 8.

"Thrive Co-existence Agreement" means the co-existence agreement between [***] and [***] dated [***] which governs [***] use and registration of "TRIVEST" trade marks and [***] use and registration of "THRIVE" trade marks.

"Thrive Products" means the products listed in Part 4 of Schedule 8.

"Thrive Territories" means the territories listed in Part 4 of Schedule 8.

"Thrive Trade Marks" means the Assigned Trade Marks and OOS Marks which comprise or incorporate the word "THRIVE" and which are subject to the Thrive Co-existence Agreement, including:

(a)           "THRIVE" with registration number [***] in Canada;

(b)           "THRIVE COMPLET" with registration number [***] in Canada;

(c)            "THRIVE COMPLETE" with registration number [***] in Canada;

(d)           "THRIVE ANYWHERE" with registration number [***] in Canada;

(e)            "THRIVE" with registration number [***] in Costa Rica;

(f)            "THRIVE" with registration number [***] in the Dominican Republic; and

(g)            "THRIVE" with registration number [***] in Nicaragua.

"Transaction Documents" means:

"Transfer Regulations" means any law implementing Council Directive 77/187/EEC as amended by Council Directive 90/50/EC and 2001/23/EC and any similar legislation in any jurisdiction which provides for the automatic transfer of employment in the event of a transfer of a business or services (including for the avoidance of doubt the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended and replaced from time to time)).

"Transferred Domain Names and Social Media Accounts" means the domain names and social media accounts listed in Schedule 13.

"Transferred Employee" means each Business Employee who is employed by the Target Group on the Completion Date, whether as a result of accepting an offer of employment or pursuant to the Transfer Regulations.

"Transferred IP" means the Assigned Designs, Assigned Patents, the Assigned Trade Marks, the Product Intellectual Property Rights and the Transferred Domain Names and Social Media Accounts.

"UAE Merger Control Condition" has the meaning given in clause 4.1(b)(iii).

"UK GDPR" means the UK version of the EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

"UK Newco" means the private limited company which is to be incorporated in England and Wales between the date of this Agreement and Completion, details of which are given in Part 2 of Schedule 1.

"Uncommercialised Marketing Authorisations" has the meaning given in paragraph 8 of Part 1 of Schedule 11.

"US Manufacturing" means Manufacturing of Products excluding [***] Products in the United States (which for these purposes includes Puerto Rico).

"US Manufacturing IP" means any Intellectual Property Rights (excluding domain names, trade marks, service marks, trade names, business names, rights in get-up and trade dress, social media profiles and accounts and the Excluded Intellectual Property) which as at the Completion Date are [***], and in each case, which are necessary for the Manufacture of any Products excluding [***] Products within the United States (including for these purposes Puerto Rico) in the same manner as such Manufacture was carried out in relation to such Product(s) as at, or during the twelve (12) month period immediately prior to, the date of this Agreement.

[***]

"VAT" means: (a) value added tax and any other sales tax of a similar nature imposed pursuant to any legislation applicable in the UK in force from time to time; (b) value added tax and any other sales tax of a similar nature imposed pursuant to any legislation applicable in Switzerland in force from time to time; (c) value added tax imposed in any member state of the European Union pursuant EU domestic legislation in force from time to time which derives from, implements or is related to the European Council Directive on the common system of value added tax (Directive 2006/112/EC); and (d) value added tax and any other sales tax of a similar nature imposed in any other country.

"VDD Financial Report" means financial report provided in the Data Room at 3.1.1, prepared by PricewaterhouseCoopers LLP and made available to the Purchaser on a non-reliance basis.

"Warranties" means the warranties given pursuant to clause 12 and set out in Schedule 4.

"Written Resignation Letters" means the written resignation letter, in a form to be agreed between the Seller and the Purchaser, to take effect from Completion waiving all claims against all Target Group Companies and in turn the relevant Target Group Company waiving all claims against the Outgoing Director.

"Wrong Pockets Period" has the meaning given in clause 11.1(a).

In this Agreement (including the recitals and the Schedules to it), unless otherwise specified:

The Seller agrees to sell and transfer (or procure to be transferred), and the Purchaser agrees to purchase, the Shares as at and with effect from the Completion Date on the basis that they are sold with Full Title Guarantee and free from any Encumbrance.

The Shares shall be sold together with all rights now or hereafter attaching to them, including all rights to any dividend or other distribution declared, made or paid after the Completion Time.

The Seller hereby irrevocably waives and agrees to procure the waiver of any restrictions on transfer (including rights of pre-emption) which may exist in relation to the Shares, whether under the articles of association of the Company or otherwise.

No Party shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all the Shares is completed simultaneously in accordance with this Agreement.

The total price for the Shares, the Held-Back Assets, the OOS Marks, the Customer Lists, the Books & Records and the Artwork Files to be paid by the Purchaser to the Seller (the "Consideration") shall be the sum of:

The foregoing is without prejudice to the Purchaser's separate obligation to pay for remaining TDSA Stock (as defined in the TDSA) and Replenishment Stock (as defined in the TDSA) in accordance with the terms of the TDSA.

Completion is conditional on the following Conditions being satisfied (or waived in accordance with clause 4.2 below) on or before 6 pm on the Long Stop Date:

(the "Sweden FDI Condition").

Any of the Conditions may be waived, in whole or in part, only with the written consent of the Seller and the Purchaser.

The Purchaser undertakes to the Seller to use reasonable endeavours to satisfy or procure the satisfaction of all of the Purchaser Conditions as soon as practicable following the date of this Agreement, and in any event on or before the Long Stop Date. For that purpose:

Subject to the provisions of clauses 4.4(a) above and 4.6(c) below but notwithstanding any other provision of this Agreement, the Purchaser agrees in connection with each of the Purchaser Conditions that it shall, and shall procure that each relevant member of the Purchaser's Group shall:

and, in each case, pay any necessary filing fees and other administrative costs that are associated with such filings;

Without prejudice to clauses 22.10 and 22.11 and the provisions of the Tax Deed, to the extent that any claim by a Target Group Company against the Seller or a member of the Seller's Group under the Reorganisation Agreements can also be made by the Purchaser pursuant to the Warranties, any indemnity or other provision of this Agreement, such claim shall only be made under this Agreement and not pursuant to the Reorganisation Agreements.

then the Seller and the Purchaser shall use all Commercially Reasonable Efforts to achieve an alternative solution by which the relevant Target Group Company shall receive the benefit of that Relevant Contract and assume the associated obligations (other than any Excluded Liability).

Nothing in this Agreement shall operate to transfer to the Target Group or the Purchaser's Group, under the Reorganisation, any right in any Excluded Asset or Excluded Liability or the undertaking or any part of the undertaking of, the Seller or the Seller's Group other than the Business Assets and Assumed Liabilities.

The provisions of Schedule 7 shall have effect.