ASSET TRANSFER FRAMEWORK AGREEMENT by and among GSK PLC GSK Parent GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED GSK CH and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS (NO.2) LIMITED JVCo DATED AS OF 1 JUNE 2022

Definitions and terms

Asset transfers

Consents; Shared Contracts

Consideration

Share Subscriptions

Employment

Pensions

Closing

GSK Parent Warranties

Warranties of JVCo

Covenants

Transfer of Intellectual Property

Maintenance and transfer of Marketing Authorisations

Indemnification

Transfer of businesses in Brazil and Argentina

Collapsing of certain Alliance Markets structures

Confidentiality

Miscellaneous

Country Schedule 1

Chile

Country Schedule 2

Costa Rica

Country Schedule 3

Egypt

Country Schedule 4

India

Country Schedule 5

Indonesia

Country Schedule 6

Malaysia

Country Schedule 7

Peru

Country Schedule 8

Poland

Country Schedule 9

United Kingdom

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇

Schedule 11

Morocco

Schedule 12

Nigeria

Schedule 13

Cambodia, Singapore and Vietnam

Schedule 14

Uruguay

Schedule 15

Bangladesh

Schedule 16

Other Transfers

Schedule 17

Maintenance and Transfer of Marketing Authorisations

Schedule 18

Employment

Schedule 19

Pensions

Schedule 20

Transferring Intellectual Property

Schedule 21

Marketing Authorisations

Schedule 22

Knowledge of GSK Parent

WHEREAS, on 19 December 2018, Pfizer, Inc. (“Pfizer”) GSK Parent and GSK CH entered into a Stock and Asset Purchase Agreement pursuant to which Pfizer agreed to sell certain assets relating to the Business (as defined in the SAPA) to GSK CH;

WHEREAS, on 31 July 2019, the Parties and Pfizer entered into an amendment agreement (the “Amendment Agreement”) pursuant to which GSK CH transferred by novation to JVCo all of its rights, title, interest, obligations, duties and Liabilities under and in respect of the Stock and Asset Purchase Agreement and also amended the Stock and Asset Purchase Agreement in certain other respects (the Stock and Asset Purchase Agreement as amended from time to time, being referred to as the “SAPA”).

WHEREAS, on 31 July 2019, Closing under the SAPA occurred pursuant to which (a) Pfizer sold certain assets relating to the Business to JVCo and JVCo assumed the Assumed Liabilities relating to the Business, (b) JVCo allotted and issued B Ordinary Shares in the capital of JVCo to PF Consumer Healthcare Holdings LLC (the Pfizer Shareholder as defined in the Shareholders’ Agreement dated 31 July 2019, among GSK CH, Pfizer, PF Consumer Healthcare Holdings LLC, GSK Parent and JVCo (the “Shareholders’ Agreement”)), such that after such allotment, JVCo was held 68% by GSK CH and 32% by PF Consumer Healthcare Holdings LLC, and (c) the Parties and PF Consumer Healthcare Holdings LLC entered into the Shareholders’ Agreement pursuant to which the ownership and governance of JVCo and its Subsidiaries is governed.

WHEREAS, GSK Parent intends to undertake an indirect demerger of its interest in its consumer healthcare business pursuant to the demerger agreement (“Demerger Agreement”) between GSK Parent and Haleon Parent dated on or about the date of this Agreement, for the purpose of benefiting both its Consumer Healthcare Business and the GSK Business (the “Demerger”).

WHEREAS, in preparation for the Demerger, the Parties wish to acknowledge and agree that certain businesses and assets relating to the Consumer Healthcare Business, that are currently or were (following Closing under the SAPA) owned by GSK Parent and its Subsidiaries (other than JVCo and its Subsidiaries), have transferred or will transfer to JVCo on the terms of this Agreement. Accordingly, the Parties wish to record and consolidate the terms on which those businesses and assets have transferred or will transfer such that any prior local agreements or consent letters recording the same are superseded by the terms of this Agreement.

Definitions and terms

Definitions

the aggregate Local Consideration (as defined in the applicable Country Schedules) paid by each Transferee in respect of all Transferred Assets and Transferred Businesses pursuant to section 4.1 and excluding the effect of sections 11.2(b) and 11.2(c) and any provision relating to VAT in the Schedules, where the amount of each relevant Asset Transfer or Business Transfer shall have been translated from such local currency in accordance with Section 18.15, provided that such amount shall have been adjusted in accordance with the provisions of paragraphs 4.4 and 4.5 of Schedule 18 (which, for the avoidance of doubt, shall [***]); less

the BSD Amount; plus

an amount in respect of GSK Parent’s share of the Transfer Taxes imposed on the transfer of the rights, title and interest to the Transferring Assets and Transferring Businesses including the Assumed Consumer Healthcare Business Liabilities pursuant to and in accordance with this Agreement in order to reflect the allocation of responsibility for such Transfer Taxes pursuant to Section 11 of this Agreement, being [***]; less

the SAPA ▇▇▇ Payment Amount,

GSK Parent delivering to Haleon Parent a duly executed transfer of the Relevant GSKCHHL Shares (as defined in the Demerger Agreement) in favour of Haleon Parent, together with the relevant share certificate(s);

the entry into the register of members of the Haleon Parent of the names of the Qualifying GSK Shareholders (as defined in the Demerger Agreement) to whom Haleon Demerger Shares (as defined in the Demerger Agreement) are to be allotted and issued pursuant to that agreement; and

each of GSK Parent and Haleon Parent delivering, or procuring the delivery of, a duly executed counterpart of each of the Ancillary Agreements (as defined in the Demerger Agreement) (other than those Ancillary Agreements that have already been entered into prior to completion of the Demerger Agreement) to which they or any members of their respective Groups are party in the agreed form.

the marketing authorisations, approvals, licences, registrations and authorisations issued by a Governmental Authority and which are being transferred from a member of the GSK Group to a member of the JVCo Group, or from a member of the JVCo Group to a member of the GSK Group, in each case pursuant to the provisions set out in Section 6.22(c) of the SAPA, a list of which wrong pockets marketing authorisations is set out in Schedule 21; and

the other Governmental Authorizations granted to a Transferor by, or pending with, any Governmental Authority relating exclusively to the Consumer Healthcare Business and those businesses transferring pursuant to the Brazil ATFA and the BA Site NEBA to market products commercialised by the Consumer Healthcare Business and those businesses transferring pursuant to the Brazil ATFA and the BA Site NEBA, a list of which is set out in Schedule 21.

Consumer Healthcare joint venture: Indonesia Asset Transfer, dated as of 22 November 2021;

Consumer Healthcare joint venture: Transfer of Employees, dated as of 10 December 2021;

Consumer Healthcare joint venture: WREF, business/asset transfers, dated as of 8 February 2022; and

Consumer Healthcare joint venture: sale and purchase of the Egyptian Consumer Healthcare business and related matters, dated as of February 28, 2022.

the support services agreement dated 2 March 2015 (as amended from time to time) between GlaxoSmithKline Services Unlimited and GlaxoSmithKline Consumer Healthcare Holdings Limited;

the agreement for the provision of employees between GlaxoSmithKline Services Unlimited and GlaxoSmithKline Consumer Healthcare (Overseas) Limited dated 1 October 2021; and

other support services agreements between any member of the GSK Group and any member of the JVCo Group that relate to any Transferring Employees.

Interpretation

Asset transfers

Asset transfers

Upon the terms and subject to the conditions set forth in this Agreement, at the Relevant Closing, GSK Parent shall cause each relevant Transferor to, sell, convey, assign and transfer to the relevant Transferee and JVCo shall cause each Transferee to, purchase, acquire and accept, all right, title and interest, free and clear of all Liens other than Permitted Liens, as at the Relevant Closing in the relevant Transferring Businesses and Transferring Assets, specified as being transferred in the Schedules, including:

the Assumed Contracts, including as specified in Schedules 1 (Chile), 3 (Egypt), 4 (India), 5 (Indonesia), 7 (Peru) and 8 (Poland);

the Real Property and the Consumer Healthcare Facility;

the owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property that is located at the Consumer Healthcare Facility and the Real Property referenced in Schedule 1 (Chile);

personal computers and vehicles primarily used by the Transferring Employees;

all Transferring Intellectual Property;

all Transferring Business IT Systems;

all Marketing Authorisations;

all Registration Information;

all Records;

the goodwill primarily relating to, primarily held for use with, or primarily used in connection with the Transferring Assets and/or Transferring Businesses, together with the right to represent to third parties that the Transferee is the successor to the Transferring Assets and/or Transferring Businesses as set out in Schedule 1, 3, 4, 5 and 7;

all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) relating primarily to a Transferring Asset, a Transferring Business or an Assumed Consumer Healthcare Business Liability;

the amount of any insurance proceeds, recoveries or refunds (net of any reasonable costs of investigating and pursuing the underlying claim and of collection and any Taxes imposed in respect thereof) received by any Transferor or any of its Affiliates under any [occurrence-based unaffiliated third party automobile or general liability insurance policy] of any member of the GSK Group after the Relevant Closing Date hereof in respect of any Loss prior to the Relevant Closing in respect of any Transferring Asset, Transferring Business or Assumed Consumer Healthcare Business Liability;

to the extent applicable in any Jurisdiction and to the extent legally transferable, all third-party warranties, indemnities, further assurance and other similar covenants, and guarantees to the extent relating to any of the Transferring Assets, Transferring Businesses or Assumed Consumer Healthcare Business Liabilities;

to the extent applicable in any Jurisdiction, all credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and other deposits held as surety by third Persons and prepaid items, in each case primarily relating to, primarily held for use with, or primarily used in connection with any of the Transferring Assets or Assumed Consumer Healthcare Business Liabilities or the Transferring Businesses; and

all assets of GSK Parent and its Affiliates, including any Transferor, that are included or reflected as assets set forth in the NBV Statements; provided that the amounts set forth on the NBV Statements with respect to any assets shall not be treated as minimum amounts or limitations on the amount of such assets that are included in the definition of Transferred Assets pursuant to this Section 2.1(a),

Upon the terms and subject to the conditions herein provided, the Parties each agree to discuss, cooperate and negotiate reasonably and in good faith to cause to be prepared reasonably in advance of each Relevant Closing, each of the Ancillary Implementing Agreements or other documentation as deemed reasonably necessary or desirable to effect the Asset Transfers, the Business Transfers and the assumption of the Assumed Consumer Healthcare Business Liabilities.

In respect of the Transferring Assets set out in Schedules 1 (Chile), 2 (Costa Rica), 3 (Egypt), 4 (India), 5 (Indonesia), 6 (Malaysia), 7 (Peru), ▇ (▇▇▇▇▇▇), ▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) ▇▇▇ ▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇), the Parties acknowledge and agree that although the Relevant Closing occurred on the dates specified in those Schedules, that the terms of this Agreement shall apply to the transfer of such Transferring Business and Transferring Assets and to the extent there is any inconsistency between the terms of the relevant Local Implementing Agreement or any Pfizer Consent Letter and this Agreement, the terms of this Agreement shall prevail with effect from the date of the Relevant Closing, including for the avoidance of doubt the provisions of Section 2.2(a).

Assumption of Consumer Healthcare Business Assumed Liabilities

Upon the terms and subject to the conditions of this Agreement, at each Relevant Closing, JVCo shall (i) assume and, subject to Article 11, pay, perform, satisfy and discharge any and all Liabilities of GSK Parent or any of its Affiliates (including JVCo and its Subsidiaries), whether arising prior to, on or after the Relevant Closing, to the extent resulting from or arising out of the past, present or future ownership, operation, use or conduct of the Transferring Assets and/or Transferring Businesses, in each case other than any GSK Retained Liabilities (“Assumed Consumer Healthcare Business Liabilities”). The Assumed Consumer Healthcare Business Liabilities shall include the Liabilities set out in each Country Schedule and the following:

all Environmental Liabilities of any nature whatsoever to the extent arising out of, or relating to, or in respect of the Consumer Healthcare Facility, whether arising prior to, on or after the Relevant Closing, provided that JVCo shall in no event assume any Retained ATFA Facilities Liabilities;

all Liabilities in respect of any Action, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, to the extent arising out of, or to the extent relating to, the Transferring Businesses or the Transferring Assets prior to, on or after the Relevant Closing; and

all Liabilities for Taxes imposed with respect to, or arising out of or relating to the Transferring Businesses or the Transferring Assets (other than the Conveyed Subsidiary), in each case other than GSK Parent Indemnified Taxes; and

all Liabilities to the extent relating to, resulting from or arising out of the Assumed Contracts, including Transferor’s or its Affiliates’ portion of Shared Contractual Liabilities pursuant to Section 3.4.

In respect of the Assumed Consumer Healthcare Business Liabilities set out in Schedules 1, 2, 3, 4, 5, 7, 8, 9 and 10, the Parties acknowledge and agree that although the Relevant Closing occurred on the dates specified in those Schedules, that the terms of this Agreement

Wrong pockets asset and liability transfers

The Parties acknowledge and agree that the Transferring Assets and Transferring Businesses set out in Schedule 15 are being transferred pursuant to the provisions set out in section 6.22(c) of the SAPA by the relevant Transferor for no consideration and that such transfers are in compliance with and in full and final settlement of any rights or claims that JVCo or any of its Subsidiaries may have under section 6.22(c) of the SAPA in respect of such Transferring Assets or Transferring Business.

The Parties acknowledge and agree that the Assumed Consumer Healthcare Business Liabilities in respect of the Conveyed Subsidiary are being assumed by JVCo pursuant to the provisions set out in section 6.22(c) of the SAPA for no consideration and that such transfers are in compliance with and in full and final settlement of any rights or claims that the Parties may have under section 6.22(c) of the SAPA in respect of such Assumed Consumer Healthcare Business Liabilities.

The Parties acknowledge and agree that the Intellectual Property rights set out in Part 2 of Schedule 20 (the “New CH Wrong Pockets IP”), including any rights and obligations expressly specified in Part 2 of Schedule 20, are being transferred from GSK Parent (or its Affiliates) to JVCo (or its Affiliates) pursuant to the provisions set out in section 6.22(c) of the SAPA for no consideration and that such transfers are in compliance with and in full and final settlement of any rights or claims that JVCo (or its Affiliates) may have under section 6.22(c) of the SAPA in respect of such New CH Wrong Pockets IP.

The Parties acknowledge and agree that the Intellectual Property rights set out in Part 3 of Schedule 20 (the “New GSK Wrong Pockets IP”) are being transferred from JVCo (or its Affiliates) to GSK Parent (or its Affiliates) pursuant to the provisions set out in section 6.22(c) of the SAPA for no consideration and that such transfers are in compliance with and in full and final settlement of any rights or claims that GSK Parent (or its Affiliates) may have under section 6.22(c) of the SAPA in respect of such New GSK Wrong Pockets IP.

Excluded Assets

GSK Retained Liabilities

all Liabilities for which GSK Parent or GSK CH or any of their Affiliates (other than JVCo and its Subsidiaries) expressly has responsibility pursuant to the terms of this Agreement or any Ancillary Implementing Agreement;

all GSK Parent Indemnified Taxes;

all Retained ATFA Facilities Liabilities;

GSK Parent’s portion of Shared Contractual Liabilities pursuant to Section 3.4; and

all Indebtedness of any Transferor.

No change to retained liabilities under the SAPA

Double payment for employees

the Parties’ intention is that the JVCo Group will not assume any obligations or liabilities in respect of any Employee Payments relating to any Transferring Employees for which any member of the JVCo Group is liable (the “Transferring Employee Liabilities”) to the extent that such Transferring Employee Liabilities have been paid or will be paid for by the JVCo Group in any SSA Fees;

GSK Parent shall take all necessary or appropriate steps to ensure that there is no duplication between:

any Transferring Employee Liabilities and any SSA Fees; and

any SSA Fees and any fees charged under the Transaction Documents; and

to the extent that there is any duplication between (i) any Transferring Employee Liabilities and any SSA Fees, or (ii) any SSA Fees and any fees charged under the Transition Services Agreement, GSK Parent shall work in good faith with JVCo to ensure that the JVCo Group is reimbursed for such duplication.

BSD Transfers from JVCo Group to GSK Group

Consents; Shared Contracts

No transfer if consent required

would constitute a breach or other contravention of the rights of such Person(s);

would be ineffective under, or contravene, applicable Law; or

would result in the termination, cancellation or acceleration of any material right or obligation of, or result in the loss of any material benefit of, or otherwise adversely affect in any material respect the contractual rights of, the Transferors or any of their Affiliates, or upon transfer, the Transferee,

Requirement to use reasonable endeavours to obtain consents

obtain such consents or Approvals, subject to and in accordance with the first sentence of this Section 3.2; and

obtain or structure an arrangement for the Transferee to receive (or for the Transferor and their Affiliates to enforce for the benefit of the Transferee), whether by license, sub-license, sub-assignment, or by other means, the economic and operational claims, rights and benefits of ownership of such Transferring Assets, including the net profits from the operation or subsequent sale of such Transferring Assets, or, if such arrangement is not made, to agree to such other good faith equitable result,

No liability arising from failure to obtain consents

Consents in respect of Shared Contracts

GSK Parent and JVCo shall, and shall cause their respective Affiliates to, reasonably cooperate and use their reasonable endeavours (subject to Section 18.7 at the relevant Transferee’s cost) to obtain the consent and agreement of the third party that is a counterparty to any Shared Contract to enter into a new Contract with the Transferee or to assign or transfer, to the extent assignable or transferable under the terms of such Shared Contract, to the relevant Transferee the portion of such Shared Contract (and the rights, benefits, obligations and burdens thereunder) that relates to a Transferring Asset or Assumed Consumer Healthcare Business Liability, pursuant to which the Transferee receives the rights and benefits, and bears the obligations and burdens, of such portion of any such Shared Contract that relates to and is allocated to the Transferring Asset or Assumed Consumer Healthcare Business Liability, as reasonably agreed by GSK Parent and JVCo in each case effective as of the Relevant Closing Date (each, a “Replacement Shared Contract”); provided that the failure to obtain such consent or agreement or such Replacement Shared Contract shall in no event be deemed a breach of this Agreement by GSK Parent or any of its Affiliates, except in the case of a breach by GSK Parent of its express covenants, agreements, obligations or warranties set forth in this Agreement related thereto; and

to the extent such a Replacement Shared Contract is not obtained, until the earlier of eighteen (18) months following the Demerger Date and the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then current term in effect as of immediately prior to the Relevant Closing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use reasonable endeavours to, at the relevant Transferee’s cost, obtain or structure an arrangement for the relevant Transferee to receive the rights and benefits, and bear the obligations and burdens, of such portion of any such Shared Contract that relates to and is allocated to a Transferring Asset or Assumed Consumer Healthcare Business Liability, as reasonably agreed by GSK Parent and JVCo,

if a Liability is incurred solely in respect of a Transferring Asset, Transferring Business or Assumed Consumer Healthcare Business Liability, such Liability shall be allocated to JVCo and if a Liability is incurred solely in respect of the GSK Business, such Liability shall be allocated to GSK Parent; and

if a Liability cannot be so allocated under clause (i), such Liability shall be allocated to GSK Parent or JVCo as the case may be, based on the relative proportion of total benefit received by the relevant Parties under the relevant Shared Contract, as reasonably agreed by GSK Parent and JVCo.

each of GSK Parent and JVCo shall be responsible for any Liabilities arising from its (or its Affiliates’ (but, in the case of GSK Parent, excluding JVCo and is Subsidiaries) direct or indirect breach of any Shared Contract; and

JVCo shall be solely responsible for any Liabilities arising out of or relating to any Replacement Shared Contract.

Consideration

In consideration of the transfer to the relevant Transferee of the applicable Transferor’s right, title and interest in the Transferring Assets and/or the Transferring Businesses in accordance with and subject to the terms of this Agreement, at each Relevant Closing (or as expressly stated otherwise in the relevant Schedule), the relevant Transferee shall pay such consideration (in such amount and such manner) as is set out in the relevant Schedule; provided, that, for the avoidance of doubt, following the adjustment set forth in Section 5, the JVCo Group shall not (subject to Section 11.2) be liable for more than the BSD Amount in the aggregate for all of the transactions contemplated hereunder and provided, further, it is the parties’ intention for the Transferors to compensate the Transferees in respect of the full amount of any consideration paid or given for local law purposes over and above the applicable Agreed BSD Amount set forth in the Country Schedules. The parties further agree that, notwithstanding anything to the contrary herein, it is the express intent, agreement and understanding of the parties that the transactions contemplated by [***] are not intended to, and shall not, [***].

Transfer Tax and VAT, where applicable, shall be payable in respect of each Asset Transfer and/or Business Transfer in accordance with Section 11 and the relevant Schedule.

Share Subscriptions

Deferred Share A

Subject to the remainder of this Section 5.1, JVCo agrees to allot and issue one (1) Deferred Share (“Deferred Share A”) to GSK CH on or before the declaration of the Final Sweeper Dividend (as defined in the Demerger Agreement), and GSK CH shall subscribe and pay for Deferred Share A at a price equal to the nominal value of Deferred Share A plus the Deferred Share A Consideration.

At completion of the issuance of Deferred Share A to GSK CH:

GSK CH shall pay to JVCo the subscription price set out in Section 5.1(a) in cash or in other immediately available funds to such bank account as JVCo shall have notified to GSK CH; and

subject to receipt of the subscription price set out in Section 5.1(a):

the Deferred Share A shall be issued as fully paid and free from all charges and encumbrances and all other rights or claims of third parties; and

JVCo shall enter the name of GSK CH in JVCo’s register of members as the registered holder of Deferred Share A.

Employment

Pensions

Closing

In respect of a Jurisdiction, the Relevant Closing shall take place in accordance with the provisions set out in the relevant Country Schedule.

In respect of all other transfers of Transferring Assets or assumption of any Assumed Consumer Healthcare Business Liabilities, the Relevant Closing shall take place in accordance with the provisions set out in the relevant Schedule.

GSK Parent Warranties

notwithstanding the verb tenses used in this Article 9, the warranties of the GSK Parent solely with respect to such Transferred Assets and/or Transferred Businesses for which the Relevant Closing has already occurred prior to the date of this Agreement shall be as of such Relevant Closing as though made as of such Relevant Closing (and, for the avoidance of doubt, such warranties shall not be given by GSK Parent as at the date of this Agreement);

the warranties of the GSK Parent:

in Sections 9.6 (No Litigation), 9.7 (Compliance with Laws), Sections 9.8 (Manufacturing Registrations; Regulatory Compliance) and 9.9 (Environmental Matters), 9.10 (Material Contracts), 9.11(b) (Transferring Business IT Systems), 9.12 (Real Property), 9.14 (Global Trade Controls; Anti-Corruption Matters) and 9.17 (Taxes) are given only in respect of the Transferring Businesses set out in Schedules 1 (Chile), 3 (Egypt), 5 (Indonesia) and 7 (Peru), and Schedule 13 (Cambodia, Singapore and Vietnam);

in Sections 9.15(a) (No material liabilities) is given only in respect of the Transferring Business or the Transferring Asset set out in Schedule 3 (Egypt), and Schedule 13 (Cambodia, Singapore and Vietnam); and

in Sections 9.15(c) (No material liabilities) is given only in respect of the Transferring Businesses or the Transferring Assets set out in [***] and Schedule 24 (WREF and other Matters relating to the Demerger):

Organization. GSK Parent is a corporation duly organized, validly existing and in good standing under the Laws of England and Wales. Each Transferor is, or will be as of the Relevant Closing, a corporation, partnership or other legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization, except where the failure to be so organized, existing or in good standing would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole, or prevent or reasonably be expected to prevent the GSK Parent or the Transferors from consummating any Relevant Closing.

Authority; Binding Effect.

GSK Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Implementing Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by GSK Parent of this Agreement and each such Ancillary Implementing Agreement, and the performance by GSK Parent of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action. Each Transferor has and will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Implementing Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Transferor of each Ancillary Implementing Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate or other similar applicable action.

GSK Parent has and each other Transferor has, or will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to own, lease and operate the Transferring Assets, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole, or prevent or reasonably be expected to prevent the GSK Parent or the Transferors from consummating any Relevant Closing.

This Agreement has been duly executed and delivered by GSK Parent and, assuming this Agreement has been duly executed and delivered by JVCo and GSK CH constitutes a legal, valid and binding obligation of GSK Parent, and each Ancillary Implementing Agreement will be as of the Relevant Closing duly executed and

No Conflicts; Consents. The execution, delivery and performance of this Agreement by GSK Parent and each Ancillary Implementing Agreement by a Transferor party to such Ancillary Implementing Agreement, and the consummation of the transactions contemplated hereby and thereby, by GSK Parent and such Transferor do not and will not at the Relevant Closing (a) violate any provision of the articles of association or equivalent organisational documents of GSK Parent or the comparable organizational documents of any of the other Transferors, (b) subject to obtaining the consents set forth in the Schedules to this Agreement or the Disclosure Letter, result in a violation of, or require the consent of any Person pursuant to, or conflict with, constitute a default under, or result in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of the Transferors (or any Subsidiary thereof) or to a loss of any benefit of the Transferring Businesses or the Transferring Assets, or prevent or reasonably be expected to prevent the GSK Parent or the Transferors from consummating any Relevant Closing or result in the imposition of a Lien on any Transferring Asset, other than Permitted Liens, or (c) assuming compliance with the matters set forth in the Schedules to this Agreement or the Disclosure Letter, violate or result in a breach of or constitute a default under any Law, Governmental Authorization or other restriction of any Governmental Authority to which any Transferor (or Subsidiary thereof) is subject, except, as would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole, or prevent or reasonably be expected to prevent the GSK Parent or the Transferors from consummating any Relevant Closing.

Governmental Authorization. The execution, delivery and performance of this Agreement by GSK Parent and each Ancillary Implementing Agreement by a Transferor party to such Ancillary Implementing Agreement does not and will not at any Relevant Closing require any Approval of, or Filing with, any Governmental Authority, except for (a) the Approvals and Filings set forth in the Country Schedules and (b) the Approvals and Filings which if not obtained or made would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole, or prevent or reasonably be expected to prevent the GSK Parent or the Transferors from consummating any Relevant Closing.

Conveyed Subsidiary; Capital Structure

The Conveyed Subsidiary is and will be as of the Relevant Closing, a corporation, partnership or other legal entity duly organized and validly existing, with all requisite corporate or other similar applicable power and authority to own, lease and operate its properties and assets related to the Consumer Healthcare Business and to carry on its business as it pertains to the Consumer Healthcare Business, as currently conducted, except where the failure to be so organized or existing or to have such power and authority would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole. The Conveyed Subsidiary is and will be as of the Relevant Closing duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to

The Disclosure Letter sets forth, as of immediately prior to the date of this Agreement, (i) the name and the jurisdiction of organization of the Conveyed Subsidiary and (ii) the record owners of all outstanding equity interests. All of the outstanding equity interests of the Conveyed Subsidiary are, or will be as of the Relevant Closing, validly issued, fully paid and, non-assessable, and such equity interests are not subject to, and were not issued in violation of, any pre-emptive right. As of the Relevant Closing, there will be no outstanding warrants, options, agreements, subscriptions, convertible or exchangeable securities or other commitments pursuant to which the Conveyed Subsidiary is or may become obliged to issue, sell, purchase, return, redeem or otherwise acquire any equity interests of the Conveyed Subsidiary, or any securities convertible into or exchangeable for the capital stock or voting securities of the Conveyed Subsidiary. As of the Relevant Closing, there will be no rights of first refusal, rights of first offer, voting trusts, stockholder agreements, proxies or other Contracts in effect with respect to the sale or voting of the outstanding equity interests of the Conveyed Subsidiary. GSK Parent (or one of its Affiliates) owns of record and beneficially as of the date of this Agreement, and will own of record and beneficially as of immediately prior to the Relevant Closing, all of the issued and outstanding equity securities in the Conveyed Subsidiary, free and clear of all material Liens except for Liens arising under applicable securities Laws. The Conveyed Subsidiary does not own, any other equity interests of any Person.

No Litigation

Except as set forth in the Disclosure Letter, there is no Action pending or, to the Knowledge of GSK Parent, threatened against a Transferor or its Affiliates (excluding JVCo and its Subsidiaries) relating to any Transferring Asset, before any Governmental Authority or arbitration tribunal other than Actions which would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole.

Except as set forth in the Disclosure Letter, none of the Transferors is subject to any Governmental Order relating to any Transferring Asset other than those which would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole.

Compliance with Laws

Except as set forth in the Disclosure Letter, each Transferor is and will be as of the Relevant Closing, and for the last three (3) years has been, in compliance with all Laws applicable to the ownership, lease or operation of the Transferring Assets or Transferring Businesses which it is transferring pursuant to this Agreement, including (i) the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §301 et seq. and applicable binding implementing regulations issued by the U.S. Food and Drug Administration, (ii) the applicable Laws of the European Union and applicable binding implementing regulations issued by applicable Governmental Authorities in those jurisdictions in the European Union in which each Transferor, commercializes, distributes and sells products, or otherwise operates, or has marketed, commercialized, distributed or sold products, or otherwise operated, in the last three (3) years (including European Union’s Directive 95/46/EC, as amended, and Regulation EU 2016/679 (the General Data Protection Regulation), and any national implementing legislation of the

Each Transferor possesses, and will possess as of the Relevant Closing, all Governmental Authorizations necessary for the conduct of the Transferring Businesses or ownership of the Transferring Assets which it is transferring pursuant to this Agreement, as currently conducted, and each such Governmental Authorization , is and will be as of the Relevant Closing in full force and effect, except where the failure to possess any such Governmental Authorization or the failure of such Governmental Authorization to be in full force and effect would not, individually or in the aggregate, materially impair the operations of the Transferring Businesses or the Transferring Assets, taken as a whole.

Manufacturing Registrations; Regulatory Compliance.

Except with respect to Environmental Permits (which are the subject of Section 9.9):

Each Transferor of the Consumer Healthcare Facility owns, possesses or validly has the right to use all Governmental Authorizations necessary to operate such facility as operated as at the Relevant Closing, except where the failure to so own, possess or validly have such right would not, individually or in the aggregate, materially impair the operations of the Consumer Healthcare Facility; and

Each Transferor in respect of the Transferring Assets and Transferring Businesses owns, possesses or validly has the right to use all Governmental Authorizations necessary to research, develop, manufacture, market, commercialize, test, use, store, distribute and sell the products as it sells or will sell at the Relevant Closing in connection with the Transferring Businesses or the Transferring Assets, except where the failure to comply therewith would not, individually or in the aggregate, be materially adverse to the relevant Transferring Businesses or Transferring Assets taken as a whole.

Except as set forth in the Disclosure Letter, there is and will be as of the Relevant Closing no Action pending, or, to the Knowledge of GSK Parent, threatened, relating to the Consumer Healthcare Facility (i) arising from complaints, allegations or Actions relating to any injury to person or property solely as a result of manufacture or processing of any of the products in the Consumer Healthcare Business that were manufactured or processed prior to the Relevant Closing at the Consumer Healthcare Facility. Except as set forth in the Disclosure Letter, there is and will be as of the Relevant Closing no Action pending, or, to the Knowledge of GSK Parent, threatened, relating to the Consumer Healthcare Facility (i) arising from complaints, allegations or Actions relating to any injury to person or property solely as a result of defective or deficient manufacture or processing of any of the products in the Consumer Healthcare Business that were manufactured or processed prior to the Relevant Closing at the Consumer Healthcare Facility (“Consumer Healthcare Facilities Products”) or (ii) relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to manufacture or

Notwithstanding any other provision of this Agreement, this Section 9.8 and Section 9.14 (only to the extent it relates to Manufacturing Registrations, products liability and product recalls) set forth the sole and exclusive warranties of GSK Parent with respect to Manufacturing Registrations, products liability and product recalls under this Agreement.

Environmental Matters. Except as set forth in the Disclosure Letter:

(i) The Consumer Healthcare Facility is and will be as of the Relevant Closing and has been since July 31, 2019 until the Relevant Closing in compliance with all applicable Environmental Laws and Governmental Authorizations required under Environmental Law (including Environmental Permits); (ii) none of the relevant Transferors nor their Affiliates (in each case, with respect to the Consumer Healthcare Facility or the Transferring Assets or Transferring Businesses) are undertaking or will be required at the Relevant Closing to undertake any Remedial Action at the Consumer Healthcare Facility or the Transferring Assets or Transferring Businesses; and (iii) since July 31, 2019 until the Relevant Closing, none of the Transferors has received written notice from a Governmental Authority or other Person that it is subject to any unresolved enforcement action or Liability with respect to the Consumer Healthcare Facility or the Transferring Assets or Transferring Businesses under any applicable Environmental Laws or Environmental Permits, except for such noncompliance, Remedial Actions, Liabilities or enforcement actions that would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole;

all Governmental Authorizations (including Environmental Permits) required of the relevant Transferors (in each case, with respect to the Consumer Healthcare Facility or the Transferring Assets or Transferring Businesses) under all applicable Environmental Laws have been obtained and are held at the Relevant Closing by such Transferor, except for such failures to obtain as would not, individually or in the aggregate, materially impair the operations of the Transferring Businesses or the Transferring Assets, taken as a whole; and

no Actions or written claims are pending or, to the Knowledge of GSK Parent, threatened against any Transferor or their Affiliates (in each case, with respect to the Consumer Healthcare Facility or the Transferring Assets or Transferring Businesses) arising from or as a result of, and there have been, in each case at the Relevant Closing, no (i) exposures to Hazardous Materials, including on, in, under, about or at the Consumer Healthcare Facility, (ii) Releases of Hazardous Materials, including at, on, in, under, or from the Consumer Healthcare Facility, (iii) off-site treatment, storage or disposal of Hazardous Materials generated by the Consumer Healthcare Facility (as currently or formerly conducted), the Transferors (with respect to the Transferring Businesses or the Transferring Assets), or (iv) any violations of any Environmental Laws arising, directly or indirectly, in connection with the Consumer Healthcare Facility or the

Notwithstanding any other provision of this Agreement, the warranties set forth in this Section 9.9 and Section 9.14 (only to the extent it relates to Environmental Laws, Environmental Permits, Environmental Liabilities, Hazardous Materials and other environmental matters) are the sole and exclusive warranties of GSK Parent with respect to Environmental Laws, Environmental Permits, Environmental Liabilities, Hazardous Materials and other environmental matters under this Agreement.

Material Contracts.

None of GSK Parent or any of its Affiliates is a party to or bound at the Relevant Closing by any Contract in effect as of the date hereof that is material to the Transferring Businesses or the Transferring Assets, taken as a whole (a “Material Contract”).

Intellectual Property.

GSK Parent or its Subsidiaries (including the Conveyed Subsidiary), as applicable, are the sole legal owners of all Transferring Intellectual Property that is owned or purported to be owned by GSK Parent or its Affiliates at the Relevant Closing. None of the Transferring Intellectual Property is subject to any Lien, other than Permitted Liens.

Since July 31, 2019, to the Knowledge of GSK Parent, there (i) have been no failures of the Transferring Business IT Systems that have materially and adversely impacted the conduct of the Transferring Businesses and (ii) has been no unauthorized access, loss, use or breach of security with respect to the Transferring Business IT Systems or any material sensitive, confidential or proprietary information (including personally identifiable information) relating to the Transferring Businesses that have materially and adversely impacted the Transferring Businesses, taken as a whole.

Notwithstanding any provision of this Agreement to the contrary, this Section 9.11 and Section 9.14 (only to the extent it relates to the Transferring Intellectual Property) set forth the sole and exclusive warranties of GSK Parent with respect to Intellectual Property under this Agreement.

Real Property.

The Transferor(s) of the Consumer Healthcare Facility each have, and will have as of the Relevant Closing, insurable title in fee simple to the Real Property which is owned, free and clear of any Liens, other than Permitted Liens. Except as set forth in the Disclosure Letter or as would not, individually or in the aggregate, materially impair the operations of the Transferring Businesses or the Transferring Assets, taken as a whole, none of the Transferors nor any of their respective Affiliates are leasing or otherwise granting at the Relevant Closing to any third party the right to use or occupy any Real Property or any portion thereof.

Each Transferor has and will have at the Relevant Closing a valid leasehold interest and valid and continuing right to use and occupy each Real Property which is leased

No certificate, permit or license from any Governmental Authority having jurisdiction over any of the Real Property, or any Contract, easement or other right which is or will be at the Relevant Closing necessary to permit the lawful occupancy of the buildings and improvements on any of the Real Property or which is or will be at the Relevant Closing necessary to permit the lawful use of all driveways, roads and other means of egress and ingress to and from any of the Real Property, in each case, with respect to the Transferring Businesses or the Transferring Assets, has not been obtained or, to the Knowledge of GSK Parent, is not in full force and effect, which would, individually or in the aggregate, materially impair the operations of the Transferring Businesses or the Transferring Assets, taken as a whole, and none of the relevant Transferors has received any written notice from any Governmental Authority that the Real Property is currently in violation of any applicable Law that would, individually or in the aggregate, materially impair the operations of the Transferring Businesses or the Transferring Assets, taken as a whole.

Assets.

Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Transferring Businesses and the Transferring Assets, taken as a whole, the Transferors have, or will have as of the Relevant Closing, good and valid title to, or other legal rights to possess and use the Transferred Assets and all of the assets comprising the Transferred Businesses, free and clear of any Liens other than Permitted Liens.

Except (i) as set forth in the Disclosure Letter, (ii) for the Excluded Services (as defined in the Transition Services Agreement), and (iii) as would not, individually or in the aggregate, materially impair the operations of relevant Transferring Business or the relevant Transferring Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Implementing Agreements have been obtained; provided that no such assumption shall be made to the extent GSK Parent is not in compliance with its obligations under Section 3 of this Agreement), the relevant Transferring Businesses, together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to JVCo and its Subsidiaries pursuant to this Agreement, the Ancillary Implementing Agreements, and the Transaction Documents, do and will following any Relevant Closing, in the aggregate, constitute all of the assets either used in or necessary for the JVCo Group to conduct the relevant Transferring Business as conducted as of the date of this Agreement and as of the Relevant Closing. For the avoidance of doubt, whether any relevant Transferring Business has all of the asset either used in or necessary for the JVCo Group to conduct the relevant Transferring Business will be determined solely in respect of that Transferring Business.

Global Trade Controls; Anti-Corruption Matters.

The Transferors in respect of the Jurisdictions (with respect to their respective Transferring Businesses or Transferring Assets), as well as their respective directors, officers, and employees, are in compliance with all Global Trade Control Laws, including possession of and compliance with Governmental Authorizations required by Global Trade Control Laws, except for such noncompliance as would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole.

The Transferors in respect of the Jurisdictions (with respect to their respective Transferring Businesses and Transferring Assets) do not engage in any business with, or use, directly or indirectly, any corporate funds to contribute to or finance the activities of, any Restricted Party or in any Restricted Market except as permitted by Governmental Authorization, except as would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole.

None of the Transferors in respect of the Jurisdictions (with respect to their respective Transferring Businesses and Transferring Assets), nor any of their respective directors, officers, and employees, is a Restricted Party or owned or controlled by a Restricted Party.

To the Knowledge of GSK Parent, the Transferors in respect of the Jurisdictions (with respect to their respective Transferring Businesses and Transferring Assets), as well as their respective directors, officers, and employees are in compliance with all Anti-Corruption Laws, except for such noncompliance as would not, individually or in the aggregate, be materially adverse to the Transferring Businesses or the Transferring Assets, taken as a whole.

Notwithstanding any other provision of this Agreement, the warranties set forth in this Section 9.14 are the sole and exclusive warranties of GSK Parent with respect to Global Trade Control Laws and Anti-Corruption Laws under this Agreement.

No material liabilities

The transfer of the Transferring Assets and Transferring Business in Schedule 3 (Egypt) and Schedule 13 (Cambodia, Singapore and Vietnam) contemplated by this Agreement did not (at the Relevant Closing) or will not (at the Relevant Closing) result in the transfer to, or assumption by, any member of the JVCo Group of any material liabilities that have not been specifically reflected in and taken into account in the calculation of, the NBV Statements for such Transferring Assets and Transferring Business set forth on the applicable Country Schedule.

The NBV Statements were prepared by GSK Parent reasonably and in good faith, are extracted from the financial systems of GSK and its Affiliates, and are true and correct statements of net book value of the Transferring Businesses and the Transferring Assets as at the Relevant Closing in all material respects, it being acknowledged that (i) such statements have not been prepared on a statutory or audited basis, (ii) the information does not relate to a separate legal entity, and (iii) GSK Parent has relied on information provided by the relevant members of the JVCo Group in preparing such statements.

The transfer of the Transferring Businesses and the Transferring Assets contemplated by this Agreement did not (at the Relevant Closing) or do not result in the transfer to, or assumption by, any member of the JVCo Group of any material liabilities.

Brokers.

Taxes:

All income and other material Tax Returns that are required to be filed in respect of the Transferring Assets or the Transferring Business have been timely filed (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects.

All income and other material Taxes required to be paid in respect of the Transferring Assets or the Transferring Business have been timely paid (taking into account any applicable extensions).

All material Taxes required to have been deducted or withheld in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party with respect to the Transferring Business have been paid over to the applicable Taxing Authority and (if required by any applicable Laws to do so) appropriate certificates of deduction have been provided.

There are no Liens for material Taxes upon any of the Transferring Assets except for Permitted Liens.

There are no current or pending audits, examinations, contests or other Actions with respect to material Taxes of any Seller with respect to the Transferring Assets or the Transferring Business, and no such audits, examinations, contests or other Actions have been threatened in writing.

No Other Representations or Warranties.

Except for the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates, representatives or any other Person makes any express or implied representation or warranty with respect to GSK Parent, the other Transferors, the Conveyed Subsidiary or any of their respective Subsidiaries or Affiliates (other than JVCo and its Subsidiaries), the Transferring Assets, the Transferring Businesses, the Consumer Healthcare Business Liabilities or with respect to any other information provided, or made available, to JVCo or any of its Subsidiaries in connection with the transactions contemplated hereby. Except as expressly set forth in the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, neither GSK Parent nor any of its Affiliates (other than JVCo and its Subsidiaries), representatives or any other Person has made any representation or warranty, express or implied, as to the prospects of the Transferring Businesses or their respective profitability, or with respect to any forecasts, projections or business plans or other information delivered to JVCo or any of its Subsidiaries in connection with its review of the Transferring Assets, the Transferring Businesses and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries), representatives or any other Person will have, or be subject to, any Liability or other obligation to JVCo or any of its Subsidiaries or any other Person resulting from the sale and purchase of the Transferring Assets or the Transferring Businesses to JVCo or JVCo’s use of, or the use by any of their Subsidiaries of, any information, including information, documents, projections, forecasts, business plans or other material made available to JVCo by, or on behalf of, GSK Parent, the other Transferors or any of their respective Affiliates or representatives. Each of GSK Parent and the other Transferors and their respective Affiliates (other than JVCo and its Subsidiaries) disclaims any and all representations and warranties, whether express or implied, except for the warranties contained in this Article 9 or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries) makes any express or implied representation or warranty with respect to Excluded Assets, the GSK Business or the GSK Retained Liabilities.

Save as expressly provided in this Article 9, each of the warranties contained in this Article 9 apply to all Transferring Assets and Transferring Businesses.

Warranties of JVCo

Organization. JVCo is validly existing and is a company duly incorporated and registered under the laws of England. Each Transferee is and will be as of the Relevant Closing, a corporation, partnership or other legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization, except where the failure to be so organized, existing or in good standing would not, individually or in the aggregate, be materially adverse to the Consumer Healthcare Business.

Authority; Binding Effect

JVCo has all requisite corporate power and authority to execute and deliver this Agreement [and each Ancillary Implementing Agreement to which it will be a party] and to perform its obligations hereunder and thereunder. The execution and delivery by JVCo of this Agreement [and each such Ancillary Implementing Agreement], and the performance by JVCo of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action. Each Transferee has, or will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Implementing Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Transferee of each Ancillary Implementing Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate or other similar applicable action.

This Agreement has been duly executed and delivered by JVCo and, assuming this Agreement has been duly executed and delivered by GSK Parent and GSK CH, constitutes a legal, valid and binding obligation of JVCo, and each Ancillary Implementing Agreement will be as of the Relevant Closing duly executed and delivered by each Transferee that will be a party thereto and will, assuming such Ancillary Implementing Agreement has been duly executed and delivered by all other parties thereto, constitute a legal, valid and binding obligation of such Transferee, in each case enforceable against JVCo or such other Transferee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

No Conflicts; Consents. The execution, delivery and performance of this Agreement by JVCo and each Ancillary Implementing Agreement by a Transferee party to such Ancillary Implementing Agreement, and the consummation of the transactions contemplated hereby and thereby, by JVCo and such Transferee do not and will not (a) violate any provision of the certificate of incorporation or bylaws of JVCo or the comparable organizational documents of any of the other Transferees, and (b) assuming compliance with the matters set forth in Schedules to this Agreement or the Disclosure Letter, violate or result in a breach of or constitute a default under any Law, Governmental Authorization or other restriction of any Governmental Authority to which any Transferee (or Subsidiary thereof) is subject, except, as would not, individually or in the aggregate, be materially adverse to the Consumer Healthcare Business.

Governmental Authorization. The execution, delivery and performance of this Agreement by JVCo and each Ancillary Implementing Agreement by a Transferee party to such Ancillary Implementing Agreement does not require any Approval of, or Filing with, any Governmental Authority, except for (a) the Approvals and Filings set forth in Schedules to this Agreement or the Disclosure Letter and (b) the Approvals and Filings which if not obtained or made would not, individually or in the aggregate, be materially adverse to the Consumer Healthcare Business.

Covenants

The GSK Parent hereby covenants that from the date of this Agreement until the Relevant Closing, it shall not and shall procure that none of its Affiliates shall, sell, assign, transfer, license, sublicense, abandon or otherwise dispose of any material Transferring Asset, other than in the ordinary course of business.

Taxes

Tax Indemnity. GSK Parent shall, from and after each Relevant Closing, indemnify and hold harmless JVCo and its Subsidiaries from and against all liability for all (i) Taxes of GSK Parent and its Affiliates (except for Transfer Taxes or VAT for which JVCo or any Transferee is ultimately responsible for pursuant to Section 11.2), including Taxes for any pre-Relevant Closing period imposed with respect to arising out of or relating to or pertaining to the applicable Transferring Business or Transferring Assets (other than the Conveyed Subsidiary) ; and (ii) any costs and expenses, including reasonable legal and accounting fees and expenses, attributable to any item described in Section 11.2(i). Section 6.5 of the SAPA shall apply, mutatis mutandis, to such Taxes as though they were “Purchaser Parent Indemnified Taxes” (and to the extent that any other provision of Section 6.5(d)(ii) of the SAPA and this Section 11.2 would otherwise conflict in relation to such Taxes, this Section 11.2 shall take precedence). For the avoidance of doubt, references to the SAPA include the SAPA as amended from time to time (including pursuant to such documents as are to be entered into in connection with the Demerger). Notwithstanding anything herein to the contrary, any and all indemnification in respect of Tax matters within the scope of this Section 11.2 and the procedures relating thereto shall be governed exclusively by this Section 11.2.

Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, including Section 4.2, and the Schedules, which are intended to govern the specific Transfer Tax payment logistics, JVCo shall each ultimately be responsible for half of, and GSK Parent shall be responsible for half of any Transfer Taxes imposed on the transfer of the Transferring Assets, the Transferring Businesses and Assumed Consumer Healthcare Business Liabilities to any Transferee and the costs of preparing and filing Tax Returns in respect of any such Transfer Taxes, and each of JVCo and GSK Parent shall pay to the other such amount (if any), or put in place appropriate arrangements, as is required to give effect to that equal division of liability, taking into account any Transfer Taxes paid by their respective Affiliates pursuant to Section 4.2 and the relevant Schedules. The Party responsible under applicable Law for filing Tax Returns with respect to Transfer Taxes shall prepare and timely file such Tax Returns. GSK Parent and JVCo shall, and shall cause their respective Affiliates to, reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes and to minimize any such Transfer Taxes.

VAT. All payments made pursuant to this Agreement are exclusive of VAT. Any VAT imposed on the transfers of the Transferring Assets and Assumed Consumer Healthcare Business Liabilities to JVCo or any Transferee shall be charged to JVCo or the relevant Transferee in addition to the consideration specified in the relevant Schedule. JVCo (or the relevant Transferee) shall pay any such VAT upon receipt of the relevant VAT invoices, if such invoice is required under applicable Law. JVCo and GSK Parent shall, and shall cause their respective Affiliates to, exercise

Tax Covenant. This Agreement is subject in its entirety to the Tax Covenant. In the event of any conflict between this Agreement and the Tax Covenant, the provisions of the Tax Covenant shall prevail.

GSK Parent and JVCo shall agree on the method and content of the notifications to partners, customers, suppliers, wholesalers and distributors of the Consumer Healthcare Business of the transactions contemplated by this Agreement prior to each Relevant Closing. GSK Parent and JVCo agree that such notifications are to provide sufficient advance notice of the transactions contemplated hereby and the plans associated therewith, with the objective of minimizing any disruption of the Consumer Healthcare Business.

JVCo and the relevant members of the JVCo Group shall be permitted to use GSK Parent’s offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ as the address on record for Governmental Authorities for the relevant members of the JVCO Group for the period from the date of this Agreement until 31 December 2022. After any Relevant Closing Date, each Party and their respective Affiliates may receive mail and other communications properly belonging to another Party (or that other Party’s Affiliates). Accordingly, at all times after the Relevant Closing Date, each Party authorizes the other Parties and their respective Affiliates to receive and open all mail and other communications received by it and not unambiguously intended for any other Party (or its Affiliates) or any other Party’s (or its Affiliates’) officers or directors, and to retain the same to the extent that they relate to the business of the receiving Party or, to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail or other communications (or, in case the same relate to both businesses, copies thereof) to the Party for which such mail and communications are intended. The provisions of this Section 11.4 are not intended to, and shall not be deemed to, constitute an authorization by any Party to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of any other for service of process purposes.

All payments and reimbursements received by GSK Parent or its Affiliates (excluding JVCo and its Subsidiaries) after any Relevant Closing that, consistent with the terms and conditions of this Agreement or any Ancillary Implementing Agreement, are the property of JVCo or its Subsidiaries shall be held by such Person in trust for the benefit of JVCo and, promptly following receipt by such Person of any such payment or reimbursement, such Person shall pay over to JVCo the amount of such payment or reimbursement without right of set-off.

For the avoidance of doubt:

Sections 6.22(b) and 6.22(c) of the SAPA shall apply to this Agreement, mutatis mutandis, including in respect of:

any part of the Consumer Healthcare Business transferring under the terms of this Agreement, and

any assets or liabilities that are not part of the Consumer Healthcare Business that are transferring from JVCo (or its Affiliates) to GSK Parent (or its Affiliates) under the terms of this Agreement; and

Section 6.20 of the SAPA shall apply to this Agreement, mutatis mutandis, including in respect of:

all payments and reimbursements received by GSK Parent or its Affiliates (other than JVCo or its Subsidiaries) after the Relevant Closing Date that, consistent with the terms and conditions of this Agreement or any Ancillary Implementing Agreements, are the property of JVCo or its Subsidiaries; and

all payments and reimbursements received by JVCo or its Subsidiaries after the Relevant Closing Date that, consistent with the terms and conditions of this Agreement or any Ancillary Implementing Agreements, are the property of GSK Parent or any of its Affiliates (other than JVCo and its Subsidiaries).

Transfer of Intellectual Property

Except as expressly set out in this Article 12, each Party acknowledges and agrees on behalf of itself and each of its Subsidiaries that nothing in this agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in or to, nor constitute any licence of, any Excluded Intellectual Property (or any Know-How relating thereto).

In the event that any Intellectual Property transferring under Section 2.1 or Section 2.3 is subject to any infringement, challenge to validity or other proceedings, the transferee Party shall assume responsibility for control of such proceedings with effect on and from the Relevant Closing Date.

The transferee Party undertakes to assume (and shall procure that its Subsidiaries shall assume) all ongoing obligations and liabilities of arising out of or in connection with any Intellectual Property transferring under Section 2.1 or Section 2.3 (including any licence to third parties of any of the same).

Notwithstanding anything to the contrary in this Agreement (other than Section 18.7) or any Ancillary Implementing Agreement, but Subject in all cases to Section 18.7, the transferee Party shall be responsible for preparing and filing all instruments and documents necessary to effect the assignment of the Intellectual Property listed in Schedule 20 that is owned by the transferring Party or its Subsidiaries to the transferee Party and its Affiliates, including all costs and expenses of preparing and recording country-specific assignments and legalization of signatures (where required). The transferring Party shall, and shall cause its Affiliates to, cooperate with the foregoing; provided that, notwithstanding anything to the contrary herein, such obligation of the transferring Party to cooperate shall expire twenty-four (24) months following the Relevant Closing Date (except with respect to such Intellectual Property that is owned or purported to be owned by the transferring Party or its Subsidiaries or their predecessors with respect to which there are gaps in the chain of title and the record or beneficial title is, as of the Relevant Closing Date, not in the name of a Transferor, which obligation shall continue until forty-eight (48) months following the Relevant Closing Date (except with respect to such Intellectual Property that is owned or purported to be owned by the transferring Party or its Subsidiaries or their predecessors with respect to which there are gaps in the chain of title and the record or beneficial title is, as of the Relevant Closing Date, not in the name of the Affiliate of the transferring Party listed in the relevant Schedule, which obligation shall continue until forty-eight (48) months following the Relevant Closing Date).

The Parties acknowledge that certain Trademarks and Internet Identifiers other than those in Part 1 of Schedule 20 have been identified as being held by the wrong Party, which such Trademarks and Internet Identifiers are marked as of the Demerger Date as both “Wrong pockets” in the Classificaion field and as “to lapse” in the Action Type field of the Anaqua management database. However, the Parties agree that for reasons of cost and efficiency, such Trademarks and Internet Identifiers will not be transferred pursuant to this Agreement. In each case, the Party that owns (or whose Affiliate owns) such Trademark or Internet Identifier agrees that:

it has no rights in and no right to use such Trademark or Internet Identifier; and

it shall allow such Trademark or Internet Identifier to lapse at the next available opportunity including, where applicable at the request and expense of the other Party to actively abandon the same.

Maintenance and transfer of Marketing Authorisations

Indemnification

Subject to the provisions of this Article 14, from and after each Relevant Closing, GSK Parent agrees to indemnify and hold harmless JVCo and its Subsidiaries (collectively, the “JVCo Indemnified Parties”) from and against any and all Losses (other than Taxes arising out of a Tax claim, which are the subject of Section 11.2, the SAPA or the Tax Covenant, as applicable) that any such JVCo Indemnified Party suffers or incurs to the extent resulting from (i) any GSK Retained Liability, (ii) any breach by GSK Parent of any of its covenants or agreements contained in this Agreement or in any Ancillary Implementing Agreement or (iii) any breach of any warranty of GSK Parent contained in Section 9, Paragraph 9 of Schedule 18 or in any Ancillary Implementing Agreement, in each case as of the Relevant Closing Date as though made on the Relevant Closing Date (or, in the case of warranties that address matters only as of a particular date, as of such date).

Subject to the provisions of this Article 14, from and after each Relevant Closing, JVCo agrees to indemnify and hold harmless GSK Parent and its Affiliates (other than JVCo and its Subsidiaries) (collectively, the “GSK Parent Indemnified Parties”) from and against any and all Losses (other than Taxes arising out of a Tax claim, which are the subject of Section 11.2, the SAPA or the Tax Covenant, as applicable) that any such GSK Parent Indemnified Party suffers or incurs to the extent resulting from (i) any Assumed Consumer Healthcare Business Liability, (ii) any New ATFA Consumer Healthcare Business Liability, or (iii) any breach by JVCo of any of its covenant or agreements contained in this Agreement or in any Ancillary Implementing Agreement, in its capacity as a Party hereto (and not in its capacity as an Affiliate or Subsidiary of GSK Parent), provided that to the extent that any of the GSK Parent Indemnified Parties have a claim under section 7.2 (Indemnification by Purchaser) of the SAPA, such GSK Parent Indemnified Party shall have no claim, and the JVCo shall have no liability, under this Section 14.2 in respect of the same Loss.

The provisions relating to Indemnification Procedures set out in section 7.3 of the SAPA shall apply to the indemnifications set out in this Article 14 mutatis mutandis.

If any Relevant Closing has occurred, all covenants and agreements made herein or in any Ancillary Implementing Agreement which, in each case, by their terms contemplate actions or

Notwithstanding the other provisions of this Agreement, neither GSK Parent nor JVCo, as applicable, shall have any indemnification obligations under Section 14.1(iii) or Section 14.2(ii), as applicable, for any Loss (together with any and all other Losses resulting from the same facts or circumstances) that is less than [***] (the “De Minimis”), (except with respect to any breach of a Fundamental GSK Parent Warranty), and the maximum aggregate liability of any Transferor in respect of all such Losses (except with respect to any breach of a Fundamental GSK Parent Warranty) relating to any Transferring Asset or Transferring Business shall not exceed:

the amount that is equal to the consideration payable under this Agreement in respect of such Transferring Asset or Transferring Business for which the consideration being paid is above [***]; or

[***] in aggregate in respect of all Transferring Assets and Transferring Businesses for which the consideration being paid is [***].

The amount of any Loss for which indemnification is provided under this Article 14 shall be net of (i) any amounts recovered by any Person entitled to be indemnified under this Article 14 (the “Indemnified Party”) pursuant to any indemnification by or indemnification agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to such Loss, [and (iii) in the case of GSK Parent as the Party from whom indemnification may be sought (the applicable “Indemnifying Party”), any amounts recovered by the JVCo pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ CH and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable endeavours to seek

To the extent that any of the GSK Retained Liabilities (including the Retained ATFA Facilities Liabilities) are covered by the indemnification obligations granted by GSK Parent under section 7.1(b) of the SAPA, such GSK Retained Liabilities shall be deemed not to be covered by the indemnity set out in Section 14.1 above.

To the extent that any of the Assumed Consumer Healthcare Business Liabilities are covered by the indemnification obligations granted by JVCo under section 7.2 of the SAPA, such Liabilities shall be deemed not to be covered by the indemnity set out in Section 14.2 above.

The provisions set out in section 7.7 (No Right of Set-Off), section 7.8 (Materiality), section 7.9 (Mitigation; Other Limitations), and section 7.10 (Sole Remedy/Waiver) of the SAPA shall apply to the indemnifications set out in this Article 14 mutatis mutandis.

Transfer of businesses in Brazil and Argentina

the assets related to the manufacturing business carried on at the manufacturing site at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 3690, ▇▇▇▇▇▇▇▇, San ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ will be retained by GlaxoSmithKline Argentina S.A. and the shares in GlaxoSmithKline Argentina S.A. will transfer from the relevant member of the GSK Group to the relevant member of the JVCo Group pursuant to the terms of the BA Site NEBA (other than Marketing Authorisations and Registration Information which transfer pursuant to the terms of this Agreement);

the assets related to the manufacturing business carried on at the manufacturing site in Jacarepaguá will transfer from the relevant member of the GSK Group to the relevant member of the JVCo Group pursuant to the terms of the Brazil ATFA (other than Marketing Authorisations and Registration Information which transfer pursuant to the terms of this Agreement); and

all rights, obligations and Liabilities in respect of the businesses referred into Clauses (a) and (b) above shall be dealt with in the BA Site NEBA and the Brazil ATFA (respectively) (other than with respect to Marketing Authorisations and Registration Information).

Other transactions relating to the Demerger

Collapsing of certain Alliance Markets structures

WREF and other matters

Confidentiality

Each Party shall treat as confidential all information obtained as a precursor to or as a result of negotiating or entering into or performing this Agreement or which relates to:

the provisions of this Agreement;

the negotiations relating to this Agreement; and

the subject matter of this Agreement.

Without limiting Section 17.1, on and from Relevant Closing, GSK Parent and GSK CH shall treat as confidential all information relating to any Transferring Business or Transferring Asset or any Assumed Consumer Healthcare Business Liability and JVCo shall treat as confidential all information relating to the GSK Parent and its Affiliates (other than JVCo and its Subsidiaries) that relates to this Agreement.

Each Party shall:

not disclose any such confidential information to any person other than:

any of its directors or employees who need to know such information in order to discharge their duties; and

other Affiliates of such Party;

not use any such confidential information other than for the purpose of:

in the case of JVCo, conducting the Consumer Healthcare Business;

and in the case of GSK Parent or any its Affiliates (other than JVCo and its Subsidiaries), managing or monitoring its investment in JVCo or its Affiliates; and

in connection with the performance of its obligations and the exercise of its rights under this Agreement or any Ancillary Implementing Agreement; and

procure that any Person to whom any such confidential information is disclosed by it complies with the restrictions contained in this Article 17 as if such Person were a Party to this Agreement.

Notwithstanding the other provisions of this Article 17, any Party may disclose any such confidential information:

if and to the extent required by Law or for the purpose of any judicial or arbitral proceedings;

if and to the extent required by any securities exchange or regulatory or Tax or other Governmental Authority to which that Party or its Affiliates is subject or submits, wherever situated, including (amongst other bodies) the FCA, London Stock Exchange, Panel on Takeovers and Mergers, HMRC, the SEC or the New York Stock Exchange, whether or not the requirement for information has the force of Law;

to a Taxing Authority in connection with the disclosing Party’s (or a member of its group’s) Tax affairs;

to its advisers, auditors, actual or proposed debt financiers and bankers, provided they have a duty to keep such information confidential;

to the extent the information has come into the public domain through no fault of that Party;

to the extent the Party (or Parties) to which such information relates has (or have) given prior written consent to the disclosure;

to the extent expressly permitted by this Agreement or to the extent it is expressly permitted to do so pursuant to any Ancillary Implementing Agreement;

if and to the extent required in connection with any regulatory consent or clearance process required by applicable Law; or

if it was in the possession of a Party or any of its advisers (in either case as evidenced by written records) without any obligation of secrecy prior to it being received or held.

The restrictions contained in this Article 17 shall continue to apply to each Party without limit in time.

Notwithstanding the foregoing in this Article 17, to the extent that the SAPA, the Shareholders’ Agreement or any other agreements relating to the transactions contemplated by this Agreement, or any other contract pursuant to which any Party or any of its Affiliates is bound provides that certain information shall be maintained confidential on a basis that is more protective of such information or for a longer period of time than provided for in this Article 17, then the applicable provisions contained in the SAPA, the Shareholders’ Agreement or such other agreements relating to the transactions contemplated by this Agreement shall control with respect thereto but only to the extent such provision is more protective or runs for a longer period of time.

Miscellaneous

Notices

General Counsel

General Counsel Consumer Healthcare

Amendment; waiver

Assignment

Entire Agreement

Parties in interest

Subject to the remaining provisions of this Section 18.5, each member of the GSK Group and each member of the JVCo Group (“Third Parties”) may enforce the terms

The Parties may by agreement terminate, rescind or vary the terms of this Agreement (including this Section 18.5) at any time and in any way without the prior consent of or notice to any Third Party.

Except as provided in this Section 18.5, the Parties do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ by any person who is not a party to this agreement.

Public disclosure

Expenses

Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses (which, for the avoidance of doubt, shall not include any Taxes) incurred prior to the Demerger Date in connection with this Letter Agreement and the transactions contemplated hereby shall be [***]. Notwithstanding anything to the contrary herein, all costs and expenses (which, for the avoidance of doubt, shall not include any Taxes) incurred on or after the Demerger Date in connection with this Letter Agreement and the transactions contemplated hereby shall (save as otherwise agreed between the parties) be borne by the Party incurring such costs and expenses.

To the extent that either Party (or any member of the GSK Group or the JV Group, as applicable) is required to be reimbursed by the other Party for any payments made or incurred by GSK Parent or the JVCo Group pursuant to Section 18(a) above, then such reimbursements shall be made to the other Party or the relevant entity within the GSK Group or the JV Group, as applicable, that has incurred such costs and expenses (including, without limitation, the Transferor or Transferee, as applicable) or as otherwise determined by such Party.

No admission

Governing law; Jurisdiction

This Agreement is to be governed by and construed in accordance with English law. Any matter, claim or dispute arising out of or in connection with this Agreement, whether contractual or non-contractual, is to be governed by and determined in accordance with English law.

The courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Any Proceedings shall be brought only in the courts of England.

Each Party waives (and agrees not to raise) any objection, on the ground of forum non conveniens or on any other ground, to the taking of Proceedings in the courts of England. Each Party also agrees that a judgment against it in Proceedings brought in England shall be conclusive and binding upon it and may be enforced in any other jurisdiction.

Each Party irrevocably submits and agrees to submit to the jurisdiction of the courts of England.

Counterparts

Headings

Severability

Specific performance

Affiliate status

Translation of currencies

All payments to be made under or pursuant to this Agreement or any Ancillary Implementing Agreements shall be made in Pound sterling, unless required by Law to be made in local currency.

For the purposes of translating the Consideration (Local Consideration (as defined in the applicable Country Schedules)) and BSD Amount into Pound sterling (as applicable):

in respect of [***], such amounts shall be translated into Pound sterling using the GSK Group’s consolidation system (BISON) cumulative average exchange rate in the month where the Relevant Closing occurred;

in respect of [***], such amounts shall be translated into Pound sterling using the Bloomberg BFIX rate in effect as of 3.00pm London time) on the Relevant Closing Date.

SIGNED by a duly authorised

representative for and on behalf

of GSK plc

Print name:

▇▇▇▇▇ ▇▇▇▇▇▇▇

SIGNED by a duly authorised

representative for and on behalf

of GlaxoSmithKline Consumer Healthcare Holdings Limited

Print name:

▇▇▇▇▇ ▇▇▇▇▇▇▇

SIGNED by a duly authorised

representative for and on behalf

of GlaxoSmithKline Consumer Healthcare Holdings (No.2) Limited

Print name:

▇▇▇▇▇ ▇▇▇▇▇▇▇