13 July 2025 Perrigo Company plc (as Seller) and Kairos Bidco AB (as Purchaser) MASTER SALE AND PURCHASE AGREEMENT for the sale and purchase of certain parts of Perrigo’s European skin care business CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT,...

Schedule 4.1

Schedule 4.5

Schedule 4.9

Schedule 12.1

Schedule 14.2

Schedule 15.2

Schedule 15.4

Schedule 15.5

Schedule 15.7

Schedule 15.9

Schedule 16.2

Schedule 17.2

Schedule 18

Schedule 21

▇▇▇▇▇▇▇ Company plc, a public limited company incorporated under the laws of Ireland, with business address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, registered in the Irish Companies Registration under registration number 529592 (the “Seller”);

Kairos BidCo AB, a company incorporated in Sweden with registered number 559497-7471, with registered office at ▇/▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ (the “Purchaser”);

The Seller is the parent company of the ▇▇▇▇▇▇▇ group (the “▇▇▇▇▇▇▇ Group”), a group of companies with the focus in consumer self-care whose product portfolio includes the cosmetic products, medicinal products and medical devices listed in Annex (A) on an SKU basis (the “Products”)

▇▇▇▇▇▇▇ Pharma Holding Nederland B.V., a company incorporated under the laws of the Netherlands with statutory seat in ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, registered at the Netherlands Chamber of Commerce under the number 09091869 (“▇▇▇▇▇▇▇ Pharma Holding NL”) and ▇▇▇▇▇▇▇ Holding NV, a stock corporation incorporated under the laws of Belgium with statutory seat in Zuiderpoort Office Park Atrium B, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, registered in the Crossroads Bank for Enterprises under the number 0431.676.229 (“▇▇▇▇▇▇▇ Holding”; together with ▇▇▇▇▇▇▇ Pharma Holding NL the “Share Sellers” and each a “Share Seller”) are the sole shareholders of Aco Hud Nordic AB, a Swedish private corporation (aktiebolag), with its registered office in Upplands Väsby kommun, Stockholms län, and its business address at ▇▇▇ ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, and registered with the Swedish Companies Registration Office (Bolagsverket) under registration number 556602-6224 (“Aco Hud” and all outstanding and issued shares in Aco Hud, the “Sold Shares”). Aco Hud, in turn, is the sole shareholder of (i) ▇▇▇▇▇▇▇ Norge AS, ▇▇▇▇▇▇▇ Suomi Oy, and ▇▇▇▇▇▇▇ Danmark A/S (together with Aco Hud, the “Share Deal Entities” and each a “Share Deal Entity”) and (ii) ▇▇▇▇▇▇▇ Sverige AB, a Swedish private corporation (aktiebolag), with its registered office in Stockholm kommun, Stockholms län, and its business address at Box 7009, 164 07 Kista, Sweden, and registered with the Swedish Companies Registration Office (Bolagsverket) under registration number 556111-8042 (the “RemainCo”).

The Seller is the direct and indirect shareholder of certain entities set out in Annex (C) (such entities, the “Selling Entities” and each a “Selling Entity”) which are the legal owners of the Sold Assets (as defined in Annex 1.1-1) relating to the manufacture, packaging, sale and distribution of the Products (the Sold Assets together with the business of the Share Deal Entities related to the Products (including the Carve-In Assets (as defined in Section 7.3(b)(i)) that have been sold and transferred to a Share Deal Entity prior to the Closing), the “Sold Business”).

The Purchaser is a company incorporated in Sweden, which is ultimately controlled by certain “KKR”-branded funds.

The Seller wishes to cause the Share Sellers to sell and transfer their respective Sold Shares to the Purchaser, and the Purchaser wishes to purchase and acquire the Sold Shares from the Share Sellers.

The Seller wishes to cause each Selling Entity to sell and transfer the Sold Assets and Assumed Liabilities (as defined in Annex 1.1-1) to the Purchaser, and the Purchaser wishes to purchase and acquire the Sold Assets and the Assumed Liabilities from the Selling Entities.

The Purchaser further wishes to obtain from the Seller certain assistance in relation to the transfer and separation of the Sold Assets under the terms and conditions set out in this Agreement and the Ancillary Agreements (as defined in Annex 1.1-1).

The Seller wishes to cause the Share Deal Entities and the RemainCo, as applicable, to sell and transfer, or purchase and acquire, as applicable, prior to the Closing Date (as defined in Annex 1.1-1) (i) certain assets which do not form part of the Sold Business from the Share Deal Entities to RemainCo, and (ii) certain assets which are currently held by RemainCo and/or other Selling Entities which form part of the Sold Business from such entities to the Share Deal Entities.

The Seller wishes to terminate and to cause each Share Deal Entity to terminate the Intercompany Agreements (as defined in Annex 1.1-1) under the terms and conditions set out in the Intercompany Agreement Termination Agreements (as defined in Annex 1.1-1).

DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

References to a Section, Annex or Schedule are to a Section of, an Annex of or a Schedule to, this Agreement. References to this Agreement include its Annexes and Schedules and references in an Annex or Schedule or part of an Annex or Schedule to a paragraph are to a paragraph of that Annex or Schedule or that part of that Annex or Schedule;

References to this Agreement or any other document or to any specified provision in any of them are to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with their terms or, as the case may be, with the agreement of the relevant parties;

Words importing the singular include the plural and vice versa, words importing a gender include every gender and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons;

The words and phrases “other”, “including” and “in particular” (or any similar term) shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible;

A reference to any enactment shall include:

any provision which it has re-enacted (with or without modification) or modified; and

that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the date of this Agreement;

References to books, records or other information, unless otherwise set out in this Agreement, include paper, electronically or magnetically stored data, film, microfilm and information in any other form and references to “writing” or “written” include emails and any other method of reproducing words in a legible and non-transitory form; and

The contents table and the descriptive headings to sections, schedules and paragraphs in this Agreement are inserted for convenience only, have no legal effect and shall be ignored in interpreting this Agreement.

SALE AND TRANSFER OF THE SOLD SHARES

Sale of the Sold Shares

Transfer of the Sold Shares

SALE AND TRANSFER OF THE SOLD ASSETS

Sale and Transfer of the Sold Assets

Subject to the terms and conditions of this Agreement and the Transfer Plan (as defined in Section 12.1), the Seller shall cause the Selling Entities to sell and transfer, and the Purchaser hereby purchases and accepts the sale of, the Sold Assets (except for the Sold Intellectual Property Rights) in each case free from any Encumbrances (except for Encumbrances incurred in ordinary course for the benefit of the Sold Business) by entering into local asset transfer agreements substantially in the form attached hereto in Annex 3.1(a) (“Local Asset Transfer Agreements”), which shall incorporate the terms and conditions of this Agreement.

On the Closing Date, the Sold Intellectual Property Rights shall be transferred by the Seller procuring that the relevant Selling Entities enter into a global IP transfer and license agreement with the Purchaser or an Affiliate of the Purchaser substantially in the form attached hereto as Annex 3.1(b) (“Global IP Transfer and License Agreement”).

Requirements for the Transfer of the Sold Assets

Transfer of Sold Product Registrations

Transfer of Sold Records and Sold Artwork

Transfer of Sold Safety Data

Transfer of Sold Commercialization Data

Transfer of the Sold Agreements

Transfer of the Sold Inventory

Transfer of the Transferred Employees

Retention of Copies

Wrong Pocket Assets

If at any time within twelve (12) months after the Closing, either the Purchaser or the Seller reasonably determines that there may be additional assets owned by the Seller or a Selling Entity that fall under the same asset categories as the Sold Assets and that should have been included in the Sold Assets, then it shall promptly notify the other, and the Seller shall, as soon as reasonably practicable thereafter, cause the respective Selling Entity to transfer such assets to the Purchaser to the extent they are related to the Products and to include them within the Sold Assets (and shall also comprise any Assumed Liabilities related thereto accordingly), at nil additional consideration. Notwithstanding anything to the contrary, the Seller shall have final decision-making authority with regard to the foregoing, provided that the Seller shall consider in good faith any comments or objections the Purchaser may raise with respect to the Seller’s decision. The Seller shall have no liability for any such alleged omission unless such omission was due to fraud or willful misconduct; for the avoidance of doubt, the Seller shall remain obliged to transfer the omitted asset to the Purchaser in accordance with this Section 3.4(a). Upon notification in accordance with this Section 3.4(a), the Seller shall hold the omitted assets on behalf of the Purchaser until their transfer to the Purchaser or the Share Deal Entities, and, if any third-party consents are required, shall use all reasonable efforts to obtain such consent or waiver. Any taxes arising out of the transfer of omitted assets from the Seller to the Purchaser or a Share Deal Entity pursuant to this Section 3.4(a) shall be borne by the Seller; as with regards to VAT Section 28.3 and with regards to Sale and Transfer Taxes Section 37 shall continue to apply to the transfer of the omitted assets.

If at any time within twelve (12) months after the Closing, either the Purchaser or the Seller becomes aware that any of the Excluded Assets have been transferred to the Purchaser or any of its Affiliates, it shall promptly notify the other and the Parties shall, as soon as reasonably practicable thereafter, cause that such property is transferred to the respective Selling Entity that has transferred the respective Excluded Assets to the Purchaser or any of its Affiliates, at nil consideration. Upon notification in accordance with this Section 3.4(b), the Purchaser shall hold the transferred assets on behalf of the Seller until their transfer to the Seller, and, if any third-party consents are required, shall use all reasonable efforts to obtain such consent or waiver.

Section 3.4(a) and Section 3.4(b) shall not apply with respect to any Intellectual Property Rights.

If at any time within twelve (12) months after the Closing, either the Purchaser or the Seller reasonably determines that any Intellectual Property Right that exclusively relates to the Sold Business is owned or controlled by the Seller or any of its Affiliates (except for any Share Deal Entity) at the Closing Date, but was not included in the Sold Assets, then it shall promptly notify the other, and the Seller shall, as soon as reasonably practicable thereafter, transfer or cause the respective Affiliate to transfer such omitted Intellectual Property Right to the Purchaser and include it within the Sold Assets, for no further consideration or compensation. Notwithstanding anything to the contrary, the Seller shall have final decision-making authority with regard to the foregoing, provided that the Seller shall consider in good faith any comments or objections the Purchaser may raise with respect to the Seller’s decision. The Seller shall have no liability for any such alleged omission unless such omission was due to fraud or willful misconduct; for the avoidance of doubt, the Seller shall remain obliged to transfer the omitted Intellectual Property Right to the Purchaser in accordance with this Section 3.4(d). Upon notification in accordance with this Section 3.4(d), the Seller (or the respective Affiliate) shall hold the relevant Intellectual Property Right on behalf of the Purchaser until its transfer to the Purchaser, and, if any Governmental Authority or third-party consent or waiver is required, shall use all reasonable efforts to obtain such consent or waiver. Any taxes arising out of the transfer of omitted Intellectual Property Rights to the Purchaser pursuant to this Section 3.4(d) shall be borne by the Seller; as with regards to VAT Section 28.3 and with regards to Sale and Transfer Taxes Section 37 shall continue to apply to the transfer of the omitted assets.

If at any time within twelve (12) months after the Closing, either the Purchaser or the Seller reasonably determines that any Intellectual Property Right that

does not exclusively relate to the Sold Business

is owned or controlled by any of the Share Deal Entities at Closing, or

was assigned under the Global IP Transfer and License Agreement, and

is not

an Intellectual Property Right that subsists in or with respect to Packaging, any Sold Artwork, any Sold Commercialization Data, any Sold Product Registrations, or any Sold Registration Dossiers, or

the subject matter of a license, right, permission or consent granted under the Global IP Transfer and License Agreement to a Selling Entity or under the ▇▇▇▇▇▇▇ License Agreement to any Share Deal Entity,

Assumption of Liability

Assumed Liabilities

Excluded Liabilities

CONSIDERATION

Total Purchase Price

Share Purchase Price

Purchase Price for the Sold Shares

The consideration for the Sold Shares (the “Share Purchase Price”) shall be the aggregate of:

a fixed amount of EUR 210,000,000.00 (in words: two hundred and ten million Euros) (the “Base Amount”);

plus the Closing Date Cash of the Share Deal Entities;

minus the Closing Date Financial Debt of the Share Deal Entities; and

plus the Working Capital Surplus or minus the Working Capital Shortfall, as the case may be;

Certain Definitions

“Closing Date Cash” means, as of per 24:00 hrs. CE(S)T of the Closing Date for each Share Deal Entity in Euro up to a maximum amount of EUR 2,000,000 (two million Euros), the consolidated amount of “cash and cash equivalents” as such term is determined in accordance with the Applicable Accounting Principles (as defined below), net of all outstanding checks, drafts and wires which have not been cleared (but including deposits in transit); provided, however, that “cash and cash equivalents” shall be freely usable without being subject to any Tax or statutory holding requirements and shall not be collateralized or restricted cash; an illustrative calculation of the Closing Date Cash is set out in Annex 4.2(a)(ii)(A).

“Closing Date Financial Debt” means, as of per 24:00 hrs. CE(S)T of the Closing Date for each Share Deal Entity in Euro, the consolidated amount of (a) any obligations for borrowed money and any other transaction having the commercial effect of a borrowing, (b) any obligations evidenced by credit agreements, bonds, notes, debentures, letters of credit or similar contracts, (c) any amount of all legally approved, but unpaid, dividends to shareholders, (d) any obligations of such under conditional sale, title retention or similar contracts or arrangements creating an obligation with respect to the deferred purchase price of property, securities or other assets (including any “earn-out,” milestone payment, contingent purchase price payment or any other unpaid amount under any acquisition contract), (e) any net obligations in respect of interest rate, currency or commodity swaps, collars, caps, ▇▇▇▇▇▇, futures contract, forward contract, option or other derivative instruments or arrangements, (f) any liabilities, provisions, or other accruals due from defined benefit plans or provide for termination indemnities or jubilees, (g) any accruals and provisions for outstanding severance payments (h) any amount of factored receivables not included in Closing Date Working Capital (i) any accrual, reserve or other liability related to any pending litigation or legal action (j) any accrued interest, premiums, penalties, breakages, “make whole amounts”, prepayment penalties and other obligations relating to the obligations described in the foregoing clauses, (k) Transaction Expenses, (l) the Income Tax Liability Amount, net of any payments made on account, (m) any obligations of such person to guarantee any of the foregoing types of obligations on behalf of any, (n) any Taxes incurred or due related to any of the above items; an illustrative calculation of the Closing Date Financial Debt is set out in Annex 4.2(a)(ii)(B). The trial balance accounts included in the illustrative calculation set out below represent the trial balance accounts to be included in Closing Date Financial Debt of the Share Deal Entities. However, the amounts contained within the line items shall not form part of the calculation of Closing Date Financial Debt of the Share Deal Entities. For the avoidance of doubt, to the extent any new account codes are created between December 31, 2024 and Closing, the amounts included therein will be allocated to an account code existing as of December 31, 2024 in the illustrative calculation below which is closest in nature and classification to the new account code. In case of a conflict between the illustrative calculations and the Closing Date Financial Debt definition in this paragraph, the Closing Date Financial Debt definition herein shall prevail.

“Closing Date Working Capital” means the consolidated amount of the line items set forth in Annex 4.2(a)(ii)(C) under the heading “Closing Date Working Capital” of each Share Deal Entity in Euro as per 24:00 hrs. CE(S)T of the Closing Date.

“Target Working Capital” shall be an amount of EUR 13,000,000.00.

“Upper Closing Date Working Capital Threshold” means an amount equal to EUR 14,000,000, representing the upper limit of the corridor applied to the Target Working Capital.

“Lower Closing Date Working Capital Threshold” means an amount equal to EUR 12,000,000, representing the lower limit of the corridor applied to the Target Working Capital.

“Working Capital Surplus” means the amount by which the Closing Date Working Capital exceeds the Upper Closing Date Working Capital Threshold.

“Working Capital Shortfall” means the amount by which the Closing Date Working Capital falls short of the Lower Closing Date Working Capital Threshold.

Preliminary Share Purchase Price

No later than ten (10) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a written statement of the Seller’s reasonable good faith estimate of the Share Purchase Price (“Preliminary Share Purchase Price”), including the Seller’s reasonable good faith estimate of the consolidated amounts of the Closing Date Cash, the Closing Date Financial Debt, and the Closing Date Working Capital.

The estimates of the consolidated amounts of the Closing Date Cash, the Closing Date Financial Debt, and the Closing Date Working Capital shall be based on the Applicable Accounting Principles. The notification of the foregoing estimates shall include reasonable documentation and details supporting such estimates.

Final Share Purchase Price

Following the Closing Date, the consolidated amounts of the Closing Date Cash, the Closing Date Financial Debt, and the Closing Date Working Capital as well as the resulting amount of the Share Purchase Price (the “Final Share Purchase Price” and together with the Total Asset Purchase Price, the “Final Total Purchase Price”) shall be determined in accordance with the procedure described in Section 6. As part of such procedure, the Parties shall discuss in good faith whether the allocation between the Share Purchase Price in general or the Base Amount specifically and the Asset Purchase Price of currently 70/30, has to be adjusted to reflect a purchase price allocation on the basis of the respective fair market values. If the Parties cannot agree on an adjustment, each of the Seller and the Purchaser shall be entitled to request a final decision by the Neutral Auditor; Section 6.7 shall apply accordingly.

Upon the Closing Date Statement (as defined below) becoming binding on the Seller and the Purchaser pursuant to Section 6, any difference between the Final Share Purchase Price and the Preliminary Share Purchase Price (the “Share Purchase Price Adjustment Amount”) shall be settled as follows:

If the Final Share Purchase Price exceeds the Preliminary Share Purchase Price, the Purchaser shall pay to the Seller the Share Purchase Price Adjustment Amount by wire transfer into the Seller’s Account.

If the Final Share Purchase Price falls short of the Preliminary Share Purchase Price, the Seller shall pay to the Purchaser the Share Purchase Price Adjustment Amount, by wire transfer into a bank of account of the Purchaser notified by the Purchaser to the Seller in writing at least five (5) Business Days prior to the Share Purchase Price Adjustment Amount becoming due and payable in accordance with Section 4.2(c)(ii)(C).

Any payment of a Share Purchase Price Adjustment Amount shall become due and payable ten (10) Business Days after the Closing Date Statement becoming binding on the Seller and the Purchaser pursuant to Section 6.

Sample Calculation of the Share Purchase Price

Asset Purchase Price

The consideration for the Sold Assets (excluding the Sold Inventory but including any licenses granted by the Seller or any Selling Entity under this Agreement or any Ancillary Agreement and including any licenses granted by Share Deal Entities under this Agreement or any Ancillary Agreement) and the Assumed Liabilities shall amount to the EUR 90,000,000.00 (in word: ninety million Euros) (the “Asset Purchase Price”). The Asset Purchase Price is fixed.

No later than ten (10) Business Days prior to the Closing Date the Seller shall notify the Purchaser in writing of the estimated quantities of the Sold Inventory as of the Closing Date and the preliminary amount of the consideration for the Sold Inventory which shall be calculated based on the price paid or payable by the Selling Entity or any of its Affiliates to the respective supplier of the relevant units of such Sold Inventory and any additional costs incurred in connection with Manufacturing of the finished Product, plus any customs, import or excise duty and any freight, insurance and transportation costs, in each case incurred by the Selling Entity or any of its Affiliates in connection with the transportation of the relevant unit to the relevant warehouse in the relevant Territory (the “Preliminary Inventory Purchase Price”).

The final consideration for the Sold Inventory shall be determined by the Seller on the basis of the actual quantities of the Sold Inventory as they exist on the Closing Date in accordance with Section 4.3(b) and notified to the Purchaser in writing not later than twenty (20) Business Days following the Closing (the “Inventory Purchase Price” and together with the Asset Purchase Price, the “Total Asset Purchase Price”). Should such adjustments differ from the amount of the Preliminary Inventory Purchase Price paid on the Closing Date, the relevant Party shall pay, or cause to be paid, the difference to the other Party. Section 4.2(c)(ii) shall apply mutatis mutandis.

Total Purchase Price Allocation

The Final Share Purchase Price shall be allocated to the Share Sellers pro rata to their shareholdings in Aco Hud.

The Total Asset Purchase Price shall be allocated to the Selling Entities in accordance with a asset purchase price allocation notice to be provided by the Seller to the Purchaser prior to the Closing Date.

The Earn-Outs (if any) shall be allocated between the Share Sellers and the Selling Entities in the same ratio as the sum of the Final Share Purchase Price and the Total Asset Purchase Price is being allocated amongst the Share Sellers and the Selling Entities. The portion of the Earn-Outs (if any) allocated to (i) the Share Sellers shall be allocated amongst the Share Sellers pro rata to their shareholdings in Aco Hud and (ii) the Selling Entities shall be allocated amongst the Selling Entities in accordance with the allocation notified by the Seller to the Purchaser in accordance with Section 4.4(b).

Payment Due

VAT and Withholding Taxes

The Total Purchase Price is a net amount and does not include any VAT or other Sales and Transfer Taxes. As regards VAT Section 28.3 shall apply, as regards Sales and Transfer Taxes Section 37 shall apply, and as regards Withholding Taxes Section 4.6(b) shall apply.

All amounts due hereunder or in connection with this Agreement shall be paid in full to the Seller and without reduction or deduction for any withholding taxes or other Taxes (together the “Withholding Taxes”), and the Purchaser will be responsible for payment of all such taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of amounts due under this Agreement. To the extent the Purchaser is required to deduct and withhold Withholding Taxes on any payments to the Seller, the amount of the payment due from the Purchaser shall be increased to an amount which (after making the respective tax deduction or withholding) leaves an amount equal to the payment which would have been due if no such tax deduction or withholding had been required and the Purchaser shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the Seller an official tax certificate or other evidence of such withholding and any credit or refund obtained, utilized and retained by the Seller (or a Selling Entity) in relation to such Withholding Taxes shall be paid by the Seller to the Purchaser. The Parties shall reasonably cooperate with each other to ensure that any amounts required to be withheld by the Purchaser are reduced or mitigated to the extent permitted by Applicable Law. In particular, if under any applicable tax treaty or otherwise a reduction of rate of, or the elimination of, applicable withholding Tax is possible, the Seller shall upon written and detailed request by the Purchaser deliver to Purchaser or the appropriate

Payment Default

EARN-OUTS

Certain Definitions

“ACO Brand” shall mean the “ACO”-branded Products, which in any event include the Cliniderm, Canoderm, Minderm, and Cosmica Products;

“ACO Net Sales” shall mean the Net Sales related to the ACO Brand;

“Biodermal Brand” shall mean the “Biodermal”-branded Products;

“Biodermal Net Sales” shall mean the Net Sales related to the Biodermal Brand;

“Earn-Out Business” shall mean the business related to the Aco Brand and Biodermal Brand as conducted from time to time;

“Earn-Out Payment” shall mean any entitlements of the Seller pursuant to Sections 5.2 and 5.3 with any portion being rounded to two (2) decimal places (Nachkommastellen); and

“Net Sales” shall be defined and calculated as set out in Annex 5.1(g).

ACO Brand Earn-Out

If the ACO Net Sales for the period commencing 1 January 2025 and ending 31 December 2025 (“FY 2025”) amount to

less than EUR 92,500,000.00, the Seller shall not be entitled to any ACO Brand Earn-Out in the FY 2025, whereas, for the avoidance of doubt, the Seller shall in this case not be obliged to repay any amount to the Purchaser (i.e., there shall be no “negative earn-out”); or

EUR 92,500,000.00 or more but less than EUR 95,000,000.00, the Seller shall be entitled to a portion of the ACO Brand Earn-Out being calculated by means of linear interpolation (sliding scale) between EUR 0.00 on the lower end (i.e., if the ACO Net Sales in the FY 2025 amount to EUR 92,500,000.00) and EUR 8,000,000.00 on the upper end (i.e., if the ACO Net Sales in the FY 2025 amount to EUR 95,000,000.00); or

EUR 95,000,000.00 or more, the Seller shall be entitled to the ACO Brand Earn-Out in the amount of EUR 8,000,000.00.

If the ACO Net Sales for the period commencing 1 January 2026 and ending 31 December 2026 (“FY 2026”) amount to

less than EUR 102,500,000.00, the Seller shall not be entitled to any ACO Brand Earn-Out in the FY 2026, whereas, for the avoidance of doubt, the Seller shall in this case not be obliged to repay any amount to the Purchaser (i.e., there shall be no “negative earn-out”); or

EUR 102,500,000.00 or more but less than EUR 110,000,000.00, the Seller shall be entitled to a portion of the ACO Brand Earn-Out being calculated by means of linear interpolation (sliding scale) between EUR 0.00 on the lower end (i.e., if the ACO Net Sales in the FY 2026 amount to EUR 102,500,000.00) and EUR 8,000,000.00 on the upper end (i.e., if the ACO Net Sales in the FY 2026 amount to EUR 110,000,000.00); or

EUR 110,000,000.00 or more, the Seller shall be entitled to the ACO Brand Earn-Out in the FY 2026 in the amount of EUR 8,000,000.00.

If the ACO Net Sales for the period commencing 1 January 2027 and ending 31 December 2027 (“FY 2027”) amount to

less than EUR 110,000,000.00, the Seller shall not be entitled to any ACO Brand Earn-Out in the FY 2027, whereas, for the avoidance of doubt, the Seller shall in this case not be obliged to repay any amount to the Purchaser (i.e., there shall be no “negative earn-out”); or

EUR 110,000,000.00 or more but less than EUR 120,000,000.00, the Seller shall be entitled to a portion of the ACO Brand Earn-Out being calculated by means of linear interpolation (sliding scale) between EUR 0.00 on the lower end (i.e., if the ACO Net Sales in the FY 2027 amount to EUR 110,000,000.00) and EUR 8,000,000.00 (unless increased pursuant to Section 5.2(c)(iv) below) on the upper end (i.e., if the ACO Net Sales in the FY 2027 amount to EUR 120,000,000.00) (the “FY 2027 ACO Brand Maximum Earn-Out Amount”).

EUR 120,000,000.00 or more, the Seller shall be entitled to the ACO Brand Earn-Out in the FY 2027 in the amount of EUR 8,000,000.00 (unless the FY 2027 ACO Brand Maximum Earn-Out Amount has been increased pursuant to Section 5.2(c)(iv) below, in which case the Seller shall be entitled to the ACO Brand Earn-Out in the FY 2027 in such increased amount).

The Parties agree that if and to the extent that the Seller did not achieve the maximum amount of the ACO Brand Earn-Out in FY 2025 pursuant to Sections 5.2(a)(i) or 5.2(a)(ii) and/or FY 2026 pursuant to Sections 5.2(b)(i) or 5.2(b)(ii), the Seller shall have the right to earn a certain portion of the unachieved ACO Brand Earn-Outs for each of FY 2025 and FY 2026 such that the FY 2027 ACO Brand Maximum Earn-Out Amount in such case is being increased as follows:

If the ACO Brand Earn-Out in FY 2025 amounted to less than EUR 8,000,000.00 (including, for the avoidance of doubt, if no ACO Brand Earn-Out has been paid in FY 2025), the FY 2027 ACO Brand Maximum Earn-Out Amount (i.e., EUR 8,000,000.00) shall be increased by 50% of the amount that is equal to (y) EUR 8,000,000.00 minus (z) the ACO Brand Earn-Out that was actually paid out to the Seller for the FY 2025 (the amount by which the FY 2027 ACO Brand Maximum Earn-Out Amount is increased, the “FY 2025 ACO Clawback Amount”), i.e., for instance, if the ACO Brand Earn-Out that was actually paid out to the Seller for the FY 2025 amounted to EUR 6,000,000.00 the FY 2025 ACO Clawback Amount shall amount to EUR 1,000,000.00 and the increased FY 2027 ACO Brand Maximum Earn-Out Amount amounts to EUR 9,000,000.00.

If the ACO Brand Earn-Out in FY 2026 amounted to less than EUR 8,000,000.00 (including, for the avoidance of doubt, if no ACO Brand Earn-Out has been paid in FY 2026), the FY 2027 ACO Brand Maximum Earn-Out Amount (i.e., EUR 8,000,000.00) shall be increased by (i) the FY 2025 ACO Clawback Amount (if any) and (ii) 50% of the amount that is equal to (y) EUR 8,000,000.00 minus (z) the ACO Brand Earn-Out that was actually paid out to the Seller for FY 2026.

Biodermal Earn-Out

If the Biodermal Net Sales for FY 2025 amount to

less than EUR 16,000,000.00, the Seller shall not be entitled to any Biodermal Brand Earn-Out in the FY 2025, whereas, for the avoidance of doubt, the Seller shall in this case not be obliged to repay any amount to the Purchaser (i.e., there shall be no “negative earn-out”); or

EUR 16,00,000.00 or more but less than EUR 17,000,000.00, the Seller shall be entitled to a portion of the Biodermal Brand Earn-Out being calculated by means of linear interpolation (sliding scale) between EUR 0.00 on the lower end (i.e., if the Biodermal Net Sales in the FY 2025 amount to EUR 16,000,000.00) and EUR 1,000,000.00 on the upper end (i.e., if the Biodermal Net Sales in the FY 2025 amount to EUR 17,000,000.00); or

EUR 17,000,000.00 or more, the Seller shall be entitled to the Biodermal Brand Earn-Out in the FY 2025 in the amount of EUR 1,000,000.00.

If the Biodermal Net Sales for FY 2026 amount to

less than EUR 16,250,000.00, the Seller shall not be entitled to any Biodermal Brand Earn-Out in the FY 2026, whereas, for the avoidance of doubt, the Seller shall in this case not be obliged to repay any amount to the Purchaser (i.e., there shall be no “negative earn-out”); or

EUR 16,250,000.00 or more but less than EUR 17,250,000.00, the Seller shall be entitled to a portion of the Biodermal Brand Earn-Out being calculated by means of linear interpolation (sliding scale) between EUR 0.00 on the lower end (i.e., if the Biodermal Net Sales in the FY 2026 amount to EUR 16,250,000.00) and EUR 1,000,000.00 on the upper end (i.e., if the Biodermal Net Sales in the FY 2026 amount to EUR 17,250,000.00); or

EUR 17,250,000.00 or more, the Seller shall be entitled to the Biodermal Brand Earn-Out in the FY 2026 in the amount of EUR 1,000,000.00.

If the Biodermal Net Sales for FY 2027 amount to

less than EUR 16,500,000.00, the Seller shall not be entitled to any Biodermal Brand Earn-Out in the FY 2027, whereas, for the avoidance of doubt, the Seller shall in this case not be obliged to repay any amount to the Purchaser (i.e., there shall be no negative Earn-out); or

EUR 16,500,000.00 or more but less than EUR 17,500,000.00, the Seller shall be entitled to a portion of the Biodermal Brand Earn-out being calculated by means of linear interpolation (sliding scale) between EUR 0.00 on the lower end (i.e., if the Biodermal Net Sales in the FY 2027 amount to EUR 16,500,000.00) and EUR 1,000,000.00 (unless increased pursuant to Section 5.3(c)(iv) below) on the upper end (i.e., if the Biodermal Net Sales in the FY 2027 amount to EUR 17,500,000.00) (the “FY 2027 Biodermal Brand Maximum Earn-Out Amount”); or

EUR 17,500,000.00 or more, the Seller shall be entitled to the Biodermal Brand Earn-Out in the FY 2027 in the amount of EUR 1,000,000.00 (unless the FY 2027 Biodermal Brand Maximum Earn-Out Amount has been increased pursuant to Section 5.2(c)(iv) below, in which case the Seller shall be entitled to the Biodermal Brand Earn-Out in the FY 2027 in such increased amount).

The Parties agree that if and to the extent that the Seller did not achieve the maximum amount of the Biodermal Brand Earn-Out in FY 2025 pursuant to Sections 5.3(a)(i) or 5.3(a)(ii) and/or FY 2026 pursuant to Sections 5.3(b)(i) or 5.3(b)(ii) , the Seller shall have the right to earn a certain portion of the unachieved Biodermal Brand Earn-Outs for each of FY 2025 and FY 2026 such that the FY 2027 Biodermal Brand Maximum Earn-Out Amount in such case is being increased as follows:

If the Biodermal Brand Earn-Out in FY 2025 amounted to less than EUR 1,000,000.00 (including, for the avoidance of doubt, if no Biodermal Brand Earn-Out has been paid in FY 2025), the FY 2027 Biodermal Brand Maximum Earn-Out Amount (i.e., EUR 1,000,000.00) shall be increased by 50% of the amount that is equal to (y) EUR 1,000,000.00 minus (z) the Biodermal Brand Earn-Out that was actually paid out to the Seller for the FY 2025 (the amount by which the FY 2027 Biodermal Brand Maximum Earn-Out Amount is increased, the “FY 2025 Biodermal Clawback Amount”), i.e., for instance, if the Biodermal Brand Earn-Out that was actually paid out to the Seller for the FY 2025 amounted to EUR 600,000.00 the FY 2025 Biodermal Clawback Amount shall amount to EUR 200,000.00 and the FY 2027 Biodermal Brand Maximum Earn-Out Amount amounts to EUR 1,200,000.00.

If the Biodermal Brand Earn-Out in FY 2026 amounted to less than EUR 1,000,000.00 (including, for the avoidance of doubt, if no Biodermal Brand Earn-Out has been paid in FY 2026), the FY 2027 Biodermal Brand Maximum Earn-Out Amount (i.e., EUR 1,000,000.00) shall be increased by (i) the FY 2025 Biodermal Clawback Amount (if any) and (ii) 50% of the amount that is equal to (y) EUR 1,000,000.00 minus (z) the Biodermal Brand Earn-Out that was actually paid out to the Seller for FY 2026.

Payment of an Earn-Out Payment

Sample Calculation of the Earn-Outs

Prohibited Measures and Compensation Measures; Purchaser A&P Minimum Spend Obligation

In the period between Closing and the expiry of 31 December 2027, the Purchaser shall, and shall procure that its Affiliates (including, for the avoidance of doubt, following Closing, the Share Deal Entities) will refrain from taking any measures in relation to the Earn-Out Business or any part thereof which detrimentally affect the achievement and/or the achievable amount of any Earn-Out Payment unless adequately compensated by the Purchaser in accordance with Section 5.6(d). The Purchaser shall, and shall procure that its Affiliates (including, for the avoidance of doubt, following Closing, the Share Deal Entities) will, in particular, but not limited to (and in any case not limiting the undertaking in the preceding sentence) refrain from taking any of the measures set out below in lit. (i) through lit. (ix) below whereas, for the avoidance of doubt, should the Purchaser take any measure that is not listed in lit. (i) through lit. (ix) below and which measure has a detrimental effect, then Section 5.6(d) shall also apply for such measure:

divest, dissolve, wind-down, liquidate, discontinue or re-brand all or substantially all of the Earn-Out Business relating to the ACO Brand or any comparable measures having a similar effect on the ACO Net Sales without the prior written consent of the Seller;

divest, dissolve, wind-down, liquidate, discontinue or re-brand all or substantially all of the Earn-Out Business relating to the Biodermal Brand or any comparable measures having a similar effect on the Biodermal Net Sales without the prior written consent of the Seller;

divest, dissolve, wind-down, liquidate, discontinue or re-brand any parts of the Earn-Out Business or any comparable measures having a similar effect on the ACO Net Sales and/or the Biodermal Net Sales (also if such measure occurred or was initiated prior to Closing, for example, in order to obtain any Regulatory Clearance);

launch, distribute or otherwise bring to market under another brand than the ACO Brand and/or the Biodermal Brand any product developed and/or being part of the product pipeline with Gate 3 approval or equivalent of ▇▇▇▇▇▇▇’▇ Gate process for the ACO Brand and/or the Biodermal Brand as included in the business plan existing as at Closing and relating to the Earn-Out Business;

launch, distribute or otherwise bring to market under another brand than the ACO Brand and/or the Biodermal Brand any product which is substantially based on the formulations used for the ACO Brand and/or the Biodermal Brand;

distribute or otherwise bring to market the ACO Brand and/or Biodermal Brand through a third-party distributor or by way of partnership, licensing agreement or other arrangement having a similar effect; or

make any change in any method of financial accounting or financial accounting practice, policy or methodology applicable to the Earn-Out Business that would detrimentally impact the calculation of Net Sales;

take any action in the Earn-Out Business, including the changing of invoicing practices (including the timing thereof or currency of invoices), that would result in the acceleration or deceleration (as applicable) of the recognition of any amounts that are components of Net Sales to an earlier monthly period (in the case of any component that would reduce the Net Sales) or later monthly period (in the case of any component that would increase Net Sales) in a manner adverse to Seller, other than in the ordinary course of business consistent with past practice;

comparable measures to lit. (iv) through (ix) above having a similar adverse effect on the ACO Net Sales and/or the Biodermal Net Sales,

In the period between 1 January 2026 and the expiry of 31 December 2027, the Purchaser shall, and shall procure that its Affiliates (including, for the avoidance of doubt, following Closing, the Share Deal Entities) will, invest at least such amounts for advertising and promotional spending in the financial years 2026 and 2027 for the ACO Brand and the Biodermal Brand as set out in Annex 5.6(b) (the “Purchaser A&P Minimum Spend Obligation”), if Closing occurs after 1 January 2026, the Purchaser A&P Minimum Spend Obligation in FY 2026 and FY 2027, respectively, shall be calculated on a pro rata annual basis. If the actual amounts invested by the Purchaser or its Affiliates (including, for the avoidance of doubt, following Closing, the Share Deal Entities) for advertising and promotional spending for the ACO Brand and the Biodermal Brand in FY 2026 or FY 2027 falls short of the Purchaser A&P Minimum Spend Obligation compared to the respective amounts set out in Annex 5.6(b) with respect to the ACO Brand and the Biodermal Brand in FY 2026 and FY 2027,

Without prejudice to the foregoing, if a Prohibited Measure has been taken by the Purchaser or any of its Affiliates (including, for the avoidance of doubt, following Closing, the Share Deal Entities) without the prior written consent of the Seller at any time between Closing and the expiry of 31 December 2027, the Seller shall be entitled to

in case of a Prohibited Measure pursuant to Section 5.6(a)(i), any portion of the ACO Brand Earn-Out that has not been paid as of the expiry of the Remediation Period (as defined below) and that the Seller would be still able to achieve by then (including, for the avoidance of doubt, the maximum possible amounts by which the FY 2027 ACO Brand Maximum Earn-Out Amount could otherwise have been increased in accordance with Section 5.2(c)(iv) (such maximum amount, the “Remaining ACO Brand Earn-Out Amount”) (it being understood that the maximum aggregate Earn-Out Payment with respect to the ACO Brand Earn-Out, i.e., the ACO Brand Earn-Out already been paid to the Seller plus the Remaining ACO Brand Earn-Out Amount, shall not exceed an amount of EUR 24,000,000.00); and

in case of a Prohibited Measure pursuant to Section 5.6(a)(ii), any portion of the Biodermal Brand Earn-Out that has not been paid as of the expiry of the Remediation Period (as defined below) and that the Seller would be still able to achieve by then (including, for the avoidance of doubt, the maximum possible amounts by which the FY 2027 Biodermal Brand Maximum Earn-Out Amount could otherwise have been increased in accordance with Section 5.3(c)(iv) (such maximum amount, the “Remaining Biodermal Brand Earn-Out Amount”) (it being understood that the maximum aggregate Earn-Out Payment with respect to the Biodermal Brand Earn-Out, i.e., the Biodermal Brand Earn-Out already been paid to the Seller plus the Remaining Biodermal Brand Earn-Out Amount, shall not exceed an amount of EUR 3,000,000.00); and,

Without prejudice to the foregoing, if a Compensation Measure has been taken by the Purchaser or any of its Affiliates (including, for the avoidance of doubt, following Closing, the Share Deal Entities) without the prior written consent of the Seller at any time between Closing and the expiry of 31 December 2027, unless in each case any negative effects of such Compensation Measure on the ACO Net Sales and the Biodermal Net Sales, respectively, have been fully remedied or otherwise fully cured within the Remediation Period, the respective ACO Brand Earn-Out and/or Biodermal Brand Earn-Out shall be calculated and determined as if the Compensation Measure had not been taken, i.e., any impact of such Compensation Measure on the ACO Net Sales and the Biodermal Net Sales, respectively, shall be neutralized for the purpose of determining the ACO Net Sales and the Biodermal Net Sales, respectively. The Parties shall cooperate in good faith acting reasonably to determine the relevant impact of such Compensation Measure on the respective ACO Net Sales and/or Biodermal Net Sales in the respective financial year(s) in which such Compensation Measure has been taken.

If the Purchaser decides to distribute, launch, distribute or otherwise bring to market a certain SKU which is part of the ACO Brand under a different brand, all Net Sales generated by such SKU under the different brand shall be considered as Net Sales of the ACO Brand for all purposes of determining the ACO Brand Earn-Out.

If the Purchaser divests a part of the Earn-Out Business, the contribution of such divested part to the Net Sales as anticipated in the setting out of the Earn-Out net sales thresholds as per Annex 5.5 shall be adjusted as set out in the example included in Annex 5.6(d).

The Parties shall take into account the commercial reasoning of the Compensation Measure and set-off potential negative effects with the positive effects. For example, if the Purchaser decides to change the distribution channel, the Parties shall take into account the turnover of such changed distribution channel into the calculation of the Net Sales.

The Purchaser shall keep the Seller fully informed about events occurring outside the ordinary course of business of the Sold Business and not being consistent with past practice throughout the period from Closing until the expiry of 31 December 2027 which are reasonably likely to have a negative impact on the Earn-Outs, including, for the avoidance of doubt, about the envisaged implementation of any Prohibited Measure, and provide the Seller with quarterly management reporting packages which shall in any event include an update of the status of the spending Purchaser A&P Minimum Spend Obligation, in each case to the extent legally permitted and subject to appropriate confidentiality undertakings.

Final Determination of the Earn-Outs

The ACO Net Sales and the Biodermal Net Sales shall be derived from the relevant annual financial statements of members of the Purchaser’s Group which conduct the Sold Business for each of FY 2025, FY 2026 and FY 2027, respectively (the “Earn-Out Financial Statements”).

The Purchaser shall procure that the relevant Earn-Out Financial Statements shall be prepared and provided to the Seller no later than expiry of 30 April 2026, 30 April 2027, and 30 April 2028, respectively.

The Purchaser shall, based on the Earn-Out Financial Statements, determine the relevant ACO Brand Earn-Out and the Biodermal Brand Earn-Out and shall deliver to the Seller its calculation of the relevant Earn-Out (potentially) payable to the Seller (if any) (each an “Earn-Out Calculation”), together with reasonable supporting documentation, four (4) weeks upon the Earn-Out Financial Statements being available. For the avoidance of doubt, an Earn-Out Calculation shall also be delivered in case the ACO Net Sales and/or the Biodermal Net Sales do not exceed the relevant minimum amounts. The Purchaser shall provide the Seller in each case to the extent legally permitted with all documents and data and grant the Seller and their respective advisors reasonable access to the Purchaser’s Group’s business premises during normal business hours with a prior appointment agreed with the Purchaser, provided that any information so provided to the Seller, their accountants or other professional advisors shall be treated in accordance with Section 34. The Seller and the Purchaser agree that no such information and cooperation rights shall unreasonably interfere with the Purchaser’s Group’s business and that the Purchaser shall exercise its cooperation rights in an efficient manner, in accordance with applicable law, and with a view to avoid unnecessary burdens and disturbances for the Purchaser’s Group’s business and their employees.

Section 6.3 shall apply mutatis mutandis for the determination of the Earn-Outs.

The Seller shall be entitled to conduct a review of the respective Earn-Out Calculation. As promptly as practicable, but in no event later than thirty (30) Business Days after receipt of the respective Earn-Out Calculation in accordance with Section 5.6(e) above (the “Earn-Out Review Period”), the Seller shall inform the Purchaser in writing if it takes the view that the Earn-Out Calculation does not comply with the requirements stipulated in this Agreement (the “Earn-Out Objection Notice” and any items raised in the Earn-Out Objection Notice a “Earn-Out Dispute Item”). Any such Earn-Out Objection Notice shall (i) enumerate the items and calculations objected to and be accompanied by a revised version of the Earn-Out Calculation reflecting the changes necessary from the Seller’s perspective, (ii) in reasonable detail specify the reasons for the Seller’s objections and (iii) provide reasonable evidence to support the Seller’s objections in respect of each such item and calculation. All items and amounts set out in the Earn-Out Calculation shall be deemed to be agreed and become final and binding between the Seller and the Purchaser, if the Seller does not file an Earn-Out Objection Notice within the Earn-Out Review Period.

If the Seller raises any objection in the Earn-Out Objection Notice within the Earn-Out Period, the Seller and the Purchaser promptly seek to resolve the matters set forth in any Earn-Out Objection Notice within thirty (30) Business Days as of receipt of the Earn-Out Objection Notice (the “Earn-Out Discussion Period“). If and to the extent the Seller and the Purchaser reach agreement on the Earn-Out Dispute Item within the Earn-Out Discussion Period, the Earn-Out Calculation including the Earn-Out Dispute Item as agreed between the Seller and the Purchaser shall become final and binding between the Seller and the Purchaser.

If the Seller does not object to the respective Earn-out Calculation within the Earn-Out Review Period in accordance with Section 5.7(f) above, the Earn-Out Calculation shall be deemed approved for the purposes of this Agreement.

If the Seller and the Purchaser do not agree on all Earn-Out Dispute Items within the Earn-Out Discussion Period, Section 6.8 shall apply mutatis mutandis.

PREPARATION OF THE CLOSING DATE BALANCE SHEETS AND CLOSING DATE STATEMENT

Preparation of the Closing Date Balance Sheets and Closing Date Statement

Applicable Accounting Principles

The accounting policies, principles, practices, evaluation rules and procedures, methods and bases (in particular as the same relates to management judgment principles) adopted by the Share Deal Entities in the preparation of their respective financial statements for the financial year 2024 (the “Historic Accounting Principles”) shall apply.

To the extent not covered by the Historic Accounting Principles, each Share Deal Entities’ local GAAP as applicable on the Closing Date shall apply (the “Relevant Local GAAP “).

In case of a conflict between the Relevant Local GAAP and the Historic Accounting Principles the following shall apply:

for the determination of the consolidated amounts of the Closing Date Cash and the Closing Date Financial Debt, the Relevant Local GAAP shall prevail if the application of the Historic Accounting Principles would not be compliant with the Relevant Local GAAP; otherwise, the Historic Accounting Principles shall prevail; and

for the determination of the consolidated amount of Closing Date Working Capital, the Historic Accounting Principles shall in any event prevail.

The Historic Accounting Principles and the further principles set out in this Section 6.2 shall be collectively referred to as “Applicable Accounting Principles”.

Cooperation Obligations

The Seller undertakes to prepare the Tax Impact Calculation for the Share Deal Entities, for the period up until Closing, showing the tax implications of Nordics Reorganization for the Share Deal Entities, and share with Purchaser within ninety (90) Business Days from Closing.

The Seller undertakes to share at the latest ninety (90) Business Days after Closing with the Purchaser:

▇▇▇▇▇ & ▇▇▇▇▇’▇ (made on behalf of Seller) tax analysis of the carve-in / carve-out transactions contemplated under the Nordics Reorganization, including the valuation reports for all carve-in/carve-out steps contemplated under the Nordics Reorganization;

all transfer pricing documentation held by Seller relating to any of the Share Deal Entities, pertaining to the time period 2021-2024, including any transfer pricing business restructuring report, but only if and to extent such a transfer pricing business restructuring report is required by Applicable Law and such a transfer pricing business restructuring report shall only be provided ten (10) Business Days prior to the date it is due in accordance with Applicable Law, made by or on behalf of the Seller relating to the Nordics Reorganization; and

the 2024 corporate income tax return together with ▇▇▇▇▇ & ▇▇▇▇▇ reporting package, for each of the Share Deal Entities.

Review Mechanism

The Seller is entitled to conduct a review of the Closing Date Balance Sheets and the Closing Date Statement. As promptly as practicable, but in no event later than sixty (60) Business Days after receipt by the Seller of the Closing Date Balance Sheets and the Closing Date Statement (“Review Period”), the Seller shall inform the Purchaser in writing if it takes the view that the Closing Date Balance Sheets and/or the Closing Date Statement does not comply with the requirements as stipulated in this Agreement (“Notice of Objection”).

Any Notice of Objection of the Seller shall (i) specifically enumerate the items and calculations objected to and be accompanied by a revised version of the Closing Date Balance Sheets and/or the Closing Date Statement reflecting the changes necessary from the Seller’s perspective, (ii) in reasonable detail specify the reasons for the Seller’s objections and (iii) provide reasonable evidence to support the Seller’s objections in respect of each such item and calculation.

Upon receipt by the Purchaser of a Notice of Objection from the Seller, the Seller and the Purchaser shall promptly seek to resolve the matters set forth in any Notice of Objection in good faith. The Seller and the Purchaser shall cooperate in good faith and provide each other with reasonable access to personnel, systems, and information reasonably required to support the resolution of the matters set forth in the Notice of Objection.

Neutral Auditor

If, following a Notice of Objection, the Seller and the Purchaser cannot agree on the requested changes within thirty (30) Business Days following the delivery of the Notice of Objection, each of the Seller and the Purchaser shall be entitled to request ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LLC to act as expert and not as arbitrator (“Neutral Auditor”) to

The Neutral Auditor shall give the Seller and the Purchaser adequate opportunity to present their views in writing and at a hearing or hearings to be held in the presence of the Seller and the Purchaser and their advisors, provided in the event that either the Seller or the Purchaser fails to attend such hearings in spite of having been properly notified of such hearing, such hearings may be conducted in the absence of such absent Party.

The Neutral Auditor shall be engaged on behalf of the Seller and the Purchaser either by both the Seller and the Purchaser or, if they cannot agree on the terms of engagement within twenty (20) Business Days following a proposal of the Neutral Auditor, by either the Seller or the Purchaser, in each case acting reasonably and in accordance with the terms and conditions of this Agreement, in particular the Key Terms of Engagement (as defined below).

The Seller and the Purchaser shall cause the Neutral Auditor, and instruct the Neutral Auditor in the terms of its engagement (collectively “Key Terms of Engagement”):

to apply the Applicable Accounting Principles;

to conduct the proceedings in a fair and impartial manner;

to decide only on the specific line items which are in dispute between the Seller and the Purchaser, in particular the Neutral Auditor shall determine only

whether any of the arguments for an alteration to the Closing Date Statement put forward in the Notice of Objection is correct in whole or in part; and

if so, which alterations need to be made to the Closing Date Statement in order to correct any relevant inaccuracy contained in the Closing Date Statement,

to immediately submit copies of all documents and other data made available by a Party to the other Party;

to grant the Seller and the Purchaser the opportunity to present their respective positions, which shall include the opportunity of at least one (1) oral hearing in the presence of all of them and their respective representatives and professional advisers.

to conduct its review and make its determination as promptly as practicable and, except to the extent the Seller and the Purchaser agree otherwise, in accordance with the procedures the Neutral Auditor deems appropriate.

Each Party shall give the Neutral Auditor full access to all information and documents reasonably necessary for reaching its decision.

The Neutral Auditor shall issue a written report of its review within forty (40) Business Days following its appointment and receipt of all relevant information by the Seller or the Purchaser (as the case may be), setting forth in reasonable detail its conclusions in respect of the relevant items and calculations and deliver a revised version of the Closing Date Balance Sheets and the Closing Date Statement to reflect these conclusions. The Closing Date Balance Sheets and the Closing Date Statement as so prepared by the Neutral Auditor shall be conclusive and binding on the Parties in accordance with section 319 para. 1 BGB, absent of manifest errors.

The attribution of the costs and expenses (including VAT) of the Neutral Auditor to the Seller and the Purchaser shall be bindingly determined by the Neutral Auditor together with its decision and in proportion to the success and defeat of the Seller and the Purchaser.

Final Closing Date Statement

The Seller does not file a Notice of Objection within the Review Period; or

the Seller and the Purchaser agree on the Closing Date Statement in writing; or

the Neutral Auditor makes a binding decision as set out in Section 6.7(f) above

PRE-CLOSING UNDERTAKINGS

Ordinary Course of Business

the Sold Business is operated in its ordinary course consistent with how it was performed in the immediately preceding twelve (12) months period prior to the Signing Date, and

none of the following actions shall be taken (other than any actions in the ordinary course of business and in consistence with past practice as well as mere intra-group measures between the Share Deal Entities):

any amendment or restatement of the articles of association or other constitutional document of any of the Share Deal Entities or any other measure requiring a majority of 75% or more of the votes or capital of any of the Share Deal Entities;

in each case of a Share Deal Entity, any issuance of new shares, granting of any security interest over any shares or granting of any subscription rights, options or other rights to receive shares, or reduction, increase or other amendment of the share capital, or the capital contributions;

take any step to dissolve, wind-down or liquidate any Share Deal Entity;

any adoption of any enterprise agreements, silent partnership agreement or similar agreements under the laws of the relevant jurisdiction by the Share Deal Entities with third parties outside the Share Deal Entities;

any merger, split-off or other company reorganization, in each case involving the Share Deal Entities or any other restructuring, recapitalization or reorganization, in particular under the German Transformation Act (Umwandlungsgesetz) or any equivalent provision under other applicable laws;

any disposal or Encumbrance of all, or a substantial part of the assets of any Share Deal Entity;

any acquisition or disposal or Encumbrance of shares or equity interests in any company or partnership by the Share Deal Entities;

any disposal or Encumbrance of all, or a substantial part of, the Sold Assets or the assets of any Share Deal Entity;

any sale, transfer, assignment or other disposal of, or any Encumbrance over, any Sold Business IP;

any abandonment or withdrawal of any grant or registration in respect of any Sold Business IP, and any intentional act or intentional omission that jeopardizes and reasonably ought to have been expected to jeopardize the validity or enforceability of any Sold Business IP, including the non-payment of any application, search, maintenance or other official fees as and when due;

any agreement to restrict, limit or condition the use or exploitation of any Sold Business IP, or any modification of any agreement to restrict, limit or condition the use or exploitation of any Sold Business IP;

any grant of any license, right or permission under or with respect to any of the Sold Business IP, and any modification, assignment or novation of, or any waiver of any material right under, any license, right or permission granted to any person under or with respect to any of the Sold Business IP;

other than in the ordinary course of business consistent with past practice, any incurrence by a Share Deal Entity of any new financial indebtedness for borrowed money vis-à -vis any third party in excess of EUR 500,000.00 (in words: five hundred thousand Euro) in the aggregate for all Share Deal Entities;

any termination without cause or material amendment of any agreement with any Silver Employee whose annual gross base salary exceeds EUR 90,000.00 (in words: ninety thousand Euro) other than in the ordinary course of business consistent with past practice;

any termination, amendment, assignment or novation of, or any waiver of any material right under, the Sold Supply Agreement with Farmaka SRL or the Sold Supply Agreement with Natumin AB or any Share Deal Entity IP License-In;

any termination or material amendment of any Sold Agreement or any agreement of the Share Deal Entities with a contract value of more than EUR 500,000.00 (in words: five hundred thousand Euro) other than in the ordinary course of business;

any cancelation, settlement or waiver of any claim or pending or threatened litigation or arbitration involving a Share Deal Entity exceeding EUR 500,000.00 (in words: five hundred thousand Euros) in the individual case;

closure of or opening of any business establishments (Betriebsstätten) or new branches or business lines, including joint ventures and cooperations of any Share Deal Entity;

any termination or modification of any business liability insurance, product liability insurance, D&O insurance and any other material insurance policies of any Share Deal Entity or allowing such an insurance policy to lapse;

any change of any Tax Returns, Tax accounting policies or Tax election rights, or withdraw any claim, election or notice in respect of Tax of any Share Deal Entity, in each case to the extent not required by law; and

entering into any agreement to take any of the actions set forth under lit. (i) through (xx) above.

in each case of (a) and (b) except for,

any action advancing or supporting the Transaction as set forth in this Agreement, including, for avoidance of doubt, any action in preparation and/or implementation of the Nordics Reorganization and in particular any action under the Nordics Reorganization Plan;

any matter reasonably undertaken in an immediate emergency or disaster situation with the intention of and only to the extent of those matters are required with a view to minimizing any adverse effect of such situation;

completion or performance of any obligations undertaken pursuant to any contract, agreement or arrangement entered into prior to Signing or, subject to lit. (b), entered into in the ordinary course of business and in consistence with past practice between the Signing Date and the Closing Date;

any matter to the extent required by Applicable Law;

any measure related to the upstreaming of cash from the Share Deal Entities to the Share Sellers in order to minimize the Closing Date Cash agreed between the Parties (including any intra-group measures between the Share Deal Entities);

as set forth in Annex 7.1; or

with prior written approval of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed and deemed to be granted if the Purchaser does not object to the proposed action within three (3) Business Days after having received a written request by the Seller setting out in reasonable detail the reasons and circumstances for the Seller’s decision to conduct the action.

Transfer of Employees

Nordics Reorganization

The Parties acknowledge and agree that, as of the Signing Date:

Aco Hud holds the shares in RemainCo (the “RemainCo Shares”) and the RemainCo Shares shall be sold and transferred to ▇▇▇▇▇▇▇ Pharma Holding NL prior to the Closing Date;

certain assets, liabilities and employees owned, held, owed, or employed by RemainCo and/or other Selling Entities at the Signing Date, as further set out in Annex 7.3(a)(ii) (the “Carve-In Assets), shall be sold, settled in cash, and transferred at fair market value to a Share Deal Entity prior to the Closing Date;

certain assets, liabilities and employees owned, held, owed, or employed by the Share Deal Entities at the Signing Date, as further set out in Annex 7.3(a)(iii) (the “Share Deal Entity Carve-Out Assets”), shall be sold, settled in cash, and transferred at (i) fair market value whenever transferred by Aco Hud to RemainCo (but where transfer at tax book value may be permissible if a detailed tax assessment is disclosed by Seller to Purchaser as part of the tax analysis to be provided pursuant to Section 6.6), and (ii) fair market value whenever transferred by any of ▇▇▇▇▇▇▇ Norge AS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ Danmark A/S to RemainCo prior to the Closing Date; and

any short term receivables and/or short term liabilities, as entered into or settled, by and between any ▇▇▇▇▇▇▇ Group companies in connection with the Nordics Reorganization, shall be non-interest bearing.

The Seller shall, and shall cause the Share Deal Entities, the RemainCo, and, where applicable, other ▇▇▇▇▇▇▇ Affiliates, to implement the Nordics Reorganization by undertaking in all material ways the steps as further set out in the carve-out plan attached hereto Annex 7.3(b) (the “Nordics Reorganization Plan”).

The Parties agree that the Seller shall be entitled to deviate from steps set out in the Nordics Reorganization Plan in its own discretion without the consent of the Purchaser, provided that any material deviation shall require the prior written approval of the Purchaser. The Seller shall inform the Purchaser of any deviations from the Nordics Reorganization Step Plan.

The Seller shall determine in good faith when the Nordics Reorganization has been implemented substantially in accordance with the Nordics Reorganization Plan, provided that the transfer of Carve-In Assets to a Share Deal Entity in accordance with Section 7.3(a)(ii) shall not be required to finalize the implementation of the Nordics Reorganization. Without undue delay after the Seller’s determination of the implemented Nordics Reorganization, the Seller shall notify the Purchaser of the completed implementation of the Nordics Reorganization in writing (the “Nordics Reorganization Completion Notice”). For the avoidance of doubt, the obligation to transfer any Carve-In Assets or Share Deal Entity Carve-Out Assets shall remain in force even if such assets have not been transferred by the time the Purchaser receives the Nordics Reorganization Completion Notice; Section 3.4 shall apply mutatis mutandis.

Technology Transfer Support

From the relevant date specified in the Transfer Plan or, if no such date is specified, from the date that is as soon after the Closing Date as is reasonable from the Seller’s point of view, and until the Final Cooperation Long Stop Date, upon reasonable written request from the Purchaser, the Seller shall provide, or shall procure the provision of, all reasonable assistance to the Purchaser and its Affiliates, as may be set forth in more detail in the Transfer Plan, to effect a reasonably timely transfer of Manufacturing and technology Know-How related to the Products from any third parties that are Manufacturing the relevant Product for the ▇▇▇▇▇▇▇ Group as of the Signing Date and possess or control any such Manufacturing and technology Know-How, to the Purchaser, its Affiliates or any of their contract manufacturers in respect of the Products, to enable the Purchaser and its Affiliates to Manufacture those Products or to have those Products Manufactured for the Purchaser or its Affiliates by a third party, it being understood that the Seller’s obligation shall not extend beyond the transfer of Manufacturing and technology Know-How that the Share Deal Entities and the Selling Entities are themselves entitled to request from such third-parties.

With respect to the Manufacture and Supply Agreement, the Parties acknowledge that the Purchaser or any of its Affiliates – when the Manufacture and Supply Agreement is due to expire – is likely to tech transfer out from the Manufacture and Supply Agreement and move this production to other manufacturers (the “Medgenix Tech Transfer”). The Seller agrees to provide the tech transfer support as described in further detail in the Manufacture and Supply Agreement for the Purchaser’s Medgenix Tech Transfer, although the Medgenix Tech Transfer will – or is likely to – take place after the Final Cooperation Long Stop Date but in no event later than the expiry of the Manufacture and Supply Agreement.

Seller A&P Spend

CONDITIONS TO CLOSING

Closing Conditions

The applicable merger control clearances for the acquisition of the Sold Shares and the Sold Assets under the merger control laws of Finland, Poland, Norway and Sweden (the “Merger Control Clearances”) have been obtained or are deemed to be obtained (e.g., due to lapse of applicable waiting periods or due to jurisdiction having been declined by any relevant Governmental Authority) or it turns out that the closing of the acquisition of the Sold Shares and Sold Assets is otherwise permissible pursuant to such merger control laws.

The applicable investment control approval clearance for the acquisition of the Sold Shares and the Sold Assets under the foreign investment control laws of Sweden (the “Investment Control Clearance” and together with the Merger Control Clearances, the “Regulatory Clearances”) have been obtained or are deemed to be obtained (e.g., due to lapse of applicable waiting periods or due to jurisdiction having been declined by any relevant Governmental Authority), or it turns out that the closing of the acquisition of the Sold Shares and Sold Assets is otherwise permissible pursuant to such investment control laws.

The Seller has delivered to the Purchaser the Nordics Reorganization Completion Notice.

The Works Council Consultation has been completed in accordance with Section 10.3 and the Seller has delivered to the Purchaser the Works Council Consultation Completion Notice.

The Project Everyday SPA has been consummated (the “Project Everyday Closing”).

Notification

SATISFACTION OF CLOSING CONDITIONS

Filings

Cooperation

Seller’s Participation Rights

Responsibility

No Interference

Project Everyday Closing

No Adjustment of the Total Purchase Price

WORK’S COUNCIL CONSULTATION IN THE NETHERLANDS

The Parties acknowledge that the Transaction to the extent that it relates to the sale and transfer of the Sold Assets, including the transfer of the Transferred Employees pertaining to Omega Pharma Nederland B.V. requires that the works council of Omega Pharma Nederland B.V. (the “Dutch Selling Entity”) (the “Works Council”) renders its advice regarding the Transaction in accordance with article 25 of the Dutch Works Councils Act (Wet op de Ondernemingsraden) (the “Works Council Consultation”). Pursuant to the Dutch Works Council Act, following the Works Council Consultation the Works Council can

irrevocably and unconditionally waive its right to render advice on the Transaction to the extent it relates to the Dutch Sold Business;

render an advice which is (i) either neutral or in accordance with the intended decisions (voorgenomen besluiten) as set out in Advice Request (as defined below by the Dutch Selling Entity and (ii) unconditional;

render an advice which is subject to a commitment, condition, obligation, requirement, undertaking or modification requested by the Works Council relating to the terms of the Transaction to the extent it relates to the business of the Dutch Selling Entity (each a “Commitment”) and is otherwise in accordance with the intended decisions (voorgenomen besluiten) as set out in the Advice Request; or

render an advice which rejects the proposed decision (voorgenomen besluit), to complete the Transaction to the extent it relates to the Dutch Sold Business.

In relation to the process of the Works Council Consultation:

the Seller shall procure that the management (bestuurder(s)) of the Dutch Selling Entity shall submit the request for advice with respect to the Transaction to the Works Council in accordance with article 25 of the Dutch Works Councils Act (the “Advice Request”) without undue delay on or after the Signing Date, but in any event within ten (10) Business Days after the Signing Date. The Seller shall prepare the draft Advice Request intended to be submitted to the Works Council and provide the Purchaser (or its external advisors (as appropriate)) with copies of such draft Advice Request, all the information reasonably required for the Advice Request and other documentation or information reasonably requested by the Purchaser. The Seller shall take into account the reasonable comments of the Purchaser on the draft Advice Request;

Subject to appropriate measures being taken to safeguard (including from the Purchaser) the confidentiality of commercially sensitive information and business secrets (which may be provided on a counsel-to-counsel basis only), the Seller shall, to the extent permitted under Applicable Law, on a regular basis, keep the Purchaser informed of the status of the Works Council Consultation and any request for information or any questions from the Works Council, a copy of which shall be provided to the Purchaser. If so requested by the Works Council, the Purchaser shall be obliged to participate in at least one consultation meeting with the Works Council regarding the Transaction;

the Seller shall not submit answers to questions of the Works Council relating to the Dutch Sold Business to the Works Council without the prior written approval of the Purchaser, such approval not to be unreasonably withheld or delayed;

the Purchaser shall promptly provide all assistance reasonably required by the Seller in relation to the Works Council Consultation, including providing all relevant information as referred to in article 31 of the Dutch Works Councils Act and all information on the consequences of the Transaction and the measures that will be taken in connection with it, including with respect to the Works Council as set out in article 25(3) of the Dutch Works Councils Act;

each of the Seller and the Purchaser shall use its reasonable efforts and take any action as may reasonably be required to complete the Works Council Consultation as promptly as possible after the Signing Date and provide such additional information as the Works Council may reasonably request;

the Seller shall provide the Purchaser (or its external advisors (as appropriate)) with final copies of the request for advice and any material communications with the Works Council; and

the Seller shall procure that the Dutch Selling Entity will inform the Works Council of its decision with respect to the Transaction in accordance with article 25(5) of the Dutch Works Councils Act.

The Works Council Consultation has been completed, if

(y) the advice of the Works Council with respect to the Transaction is (i) either neutral or in accordance with the intended decisions (voorgenomen besluiten) as set out in the Advice Request and (ii) unconditional and (z) ▇▇▇▇▇▇▇ Pharma Holding NL as shareholder of the Dutch Selling Entity has adopted a resolution in respect of the Transaction confirming the consummation of the Transaction is compliant with the advice of the Works Council;

(y) the advice of the Works Council with respect to the Transaction is subject to Commitments (as defined below) relating to the terms of the Transaction that are reasonably acceptable to the relevant Party affected by such Commitments and is otherwise in accordance with the intended decisions (voorgenomen besluiten) as set out in the Advice Request and (z) ▇▇▇▇▇▇▇ Pharma Holding NL as shareholder of the Dutch Selling Entity has adopted a resolution in respect of the Transaction confirming the consummation of the Transaction is compliant with the advice of the Works Council;

the Works Council has irrevocably and unconditionally waived its right to render advice on the Transaction in writing; or

the Works Council Consultation is completed in accordance with the procedure set out in Sections 10.4 or 10.5.

If the Works Council Consultation results in an advice of the Works Council which (i) rejects the proposed decision (voorgenomen besluit) to complete the Transaction or (ii) is subject to Commitments, the following shall apply:

If and to the extent the advice of the Works Council relates to the Sold Business in the Netherlands and in particular the Transferred Employees being sold and transferred by the Dutch Selling Entity only (the “Dutch Sold Business”), the Purchaser shall accept any and all changes required to this Agreement, provided such changes relate only to the Dutch Sold Business, as determined by the Seller in its sole discretion, in order to implement the Commitments.

If and to the extent the advice of the Works Council does not relate to the Dutch Sold Business (but, for the avoidance of doubt, to the remaining business of the Dutch Selling Entity), the Seller shall only be obliged to accept such Commitments requested by the Works Council which are, in the assessment of the Seller, commercially reasonable.

The Works Council Consultation shall be deemed completed if the Parties agreed to alterations to the Transaction by accepting the Commitments in accordance with this Section 10.4 and in such a manner that the terms of the Agreement are in accordance with the Works Council’s advice.

If the Seller is not obliged to accept any changes to the terms of this Agreement in accordance with Section 10.4(b) to accommodate the Commitments requested, or the concerns voiced, by the Works Council, then Seller shall, and shall procure that the Dutch Selling Entity will, inform the Works Council in writing of its resolution in respect of the Transaction in accordance with article 25(5) of the Dutch Works Councils Act. If the resolution provides that the Transaction is entered into, the Works Council Consultation shall be completed if:

the period as set out in article 25(6) of the Dutch Works Councils Act shall have lapsed, without the Works Council having initiated legal proceedings as set out in article 26 of the Dutch Works Councils Act;

the Works Council has unconditionally and irrevocably waived its right to initiate the legal proceedings referred to in paragraph (a) above or the Works Council has otherwise given its written consent to proceed with the Transaction in accordance with article 25(6) of the Dutch Works Councils Act; or

after the legal proceedings as set out in article 26 of the Dutch Works Councils Act have been initiated, the Enterprise Section of the Amsterdam Court of Appeal (Ondernemingskamer) (“Dutch Court”) has rendered a final order dismissing the Works Council’s appeal against the resolution with immediate effect (uitvoerbaar bij voorraad).

In the event that the Dutch Court in a final order decides in favour of the Works Council to the effect that it imposes measures obstructing the Transaction, Section 10.4 shall apply mutatis mutandis. In such case, the Works Council Consultation shall be completed if the Agreement has been amended in accordance with Section 10.4, i.e., in such a manner that the final terms of the Agreement shall be in accordance with the Works Council’s advice.

If this Agreement is amended to implement any Commitment in accordance with Sections 10.4 or 10.5, the Seller shall indemnify the Purchaser from all costs incurred by the Purchaser with respect to the Sold Dutch Business as a consequence of the implementation of the Commitments.

CLOSING

Closing Date

Time of Closing

Closing Actions

Payment by the Purchaser of (i) the Preliminary Share Purchase Price, (ii) the Asset Purchase Price and (iii) the Preliminary Inventory Purchase Price in each case to the Seller’s Bank Account and such amounts shall finally be credited to the Seller’s Bank Account;

Execution by the Share Sellers and the Purchaser of the Share Transfer Instrument as per Section 2.2;

Execution by the Purchaser and the respective Selling Entities of the respective Local Asset Transfer Agreements for the transfer of the Sold Assets to the Purchaser or its Affiliates, unless and to the extent this Agreement or the Transfer Plan (as defined below) expressly provides that legal title to any part of the Sold Assets shall transfer after the Closing;

Execution by the Parties and/or their relevant Affiliates of the Ancillary Agreements;

Execution by the Parties of the Transfer Plan as per Section 12.1;

Execution by the Parties of the Data Transition Plan (as defined below) as per Section 14.1(a);

Execution by the Parties of the Vigilance Transition Plan as per Section 15.1;

Delivery by the Seller to the Purchaser of 6 copies of the Data Room Storage Medium;

Delivery by the Seller to the Purchaser of executed copies of the Intercompany Agreement Termination Agreements;

Execution by the Parties of the Quality Agreements;

Delivery by the Seller to the Purchaser of evidence that any pledges over the Sold Shares or the shares of any Share Deal Entity have been released;

Delivery by the Seller to the Purchaser a confirmation that no assets of the Share Deal Entities are pledged in favor, or for the benefit, of the Seller or any of its Affiliates;

In each case as applicable, in respect of any physical share certificates of the Share Deal Entities, delivery of such share certificates to the Purchaser, and in respect of any electronic share certificates, release of and procurement that such share certificates are made available to the relevant Share Deal Entity (as applicable);

Delivery of duly executed letters of resignation by any director of a Share Deal Entity who is not a Silver Employee pursuant to which he/she has resigned from office as director of the respective Share Deal Entity with effect as of Closing; and

Delivery by the Seller to the Purchaser of executed bring-down certificate, substantially in the form of the draft attached as Annex 11.3(o) (the “Closing Bring-down Certificate”).

Closing Venue

Waiver of Closing Conditions and Closing Actions

Closing Confirmation

Consequences of Non-Satisfaction of the Closing Conditions or Non-Performance of Closing Actions

Termination Rights

Each Party shall be entitled to terminate this Agreement by way of rescission with effect for all Parties by giving written notice thereof to the other Party if the Closing has not taken place within 18 months after the Signing Date (the “Long-Stop Date”), provided that a Party having caused such non-occurrence of the Closing due to failure to comply with its obligations under this Agreement shall not be entitled to terminate this Agreement. If the Potential Divestitures required to obtain the Regulatory Clearances have not yet been completed one month prior to the Long-Stop Date, the Seller may unilaterally extend (once or several times) the Long-Stop Date by a total of six (6) months (i.e., to a maximum of 24 months after the Signing Date) by written notice to the Purchaser.

The Seller shall be entitled to terminate this Agreement by way of rescission with effect for all Parties by giving written notice thereof to the Purchaser if the payments of the Preliminary Share Purchase Price, the Asset Purchase Price and the Preliminary Inventory Purchase Price on the Closing Date in accordance with Section 11.3(a) are not made and the final receipt of such payments on the Seller’s Bank Account has not occurred in full at the latest on the fifth (5^th) Business Day following the Closing Date, provided that Seller shall be obliged to first request Purchaser to perform the Closing Action pursuant to Section 11.3(a) within five (5) Business Days before terminating this Agreement.

Neither Party shall be entitled to terminate this Agreement unilaterally if its failure to comply with any covenant or obligation pursuant to this Agreement (including in respect of the fulfilment of the Closing Condition or the performance of a Closing Action) caused the non-occurrence or delay of Closing.

Consequences of Termination

In the event of a termination of this Agreement in accordance with Section 11.7(a) by any Party that results from the Purchaser’s failure to obtain the Regulatory Clearances, unless and to the extent Seller has not fulfilled its cooperation obligations pursuant to Section 9.2, the Purchaser shall upon request by the Seller pay to the Seller on the tenth (10^th) Business Day after the rescission a lump-sum compensation in the amount of EUR 15,000,000.00 (in words: fifteen million Euros) (the “Lump-Sum Compensation”) to compensate the Seller for any costs, expenses and other damages incurred in connection with the Transaction and the Seller agrees that the Lump-Sum Compensation is the only remedy available to the Seller in connection with the failure by the Purchaser to close the Transaction.

The Surviving Sections of this Agreement shall also survive and remain in full force and effect after the termination of this Agreement in accordance with Section 38.3.

No Transfer prior to Closing

TRANSFER PLAN FOR THE SOLD ASSETS

Transfer Plan

Preparation of the Transition

Joint Steering Committee

Transitional Services Agreement

TRANSFER OF SOLD PRODUCT REGISTRATIONS

Transfer to Purchaser

The Purchaser shall, and shall cause its Affiliates to make such notifications, filings and submissions with the relevant Governmental Authority required of such Person to obtain the transfer of the Sold Product Registrations, on the date immediately following the Closing or (if not possible) as promptly as possible after the Closing in accordance with the Transfer Plan. However, should the relevant Applicable Law stipulate that the Seller is to make said notifications, filings and submissions, the Purchaser shall then (at the Purchaser’s costs) prepare all documentation and do all the work to the extent possible, and the Seller will thereafter make the last necessary work (e.g. signing) and then carry out the relevant notifications, filings and submissions.

The Purchaser shall, and shall cause its Affiliates to prepare all documents that are required for the transfer of the Sold Product Registrations in accordance with the Transfer Plan. Prior to filing or submitting such documents to the relevant Governmental Authority, the Purchaser shall confirm to the Seller that the documentation prepared in connection with such filing complies with its obligations pursuant to the Transfer Plan and shall obtain the Seller’s prior written consent on such transfer documentation (which shall not to be unreasonably withheld or delayed). The Seller or its Affiliates shall assist the Purchaser to the extent provided in the Transfer Plan. The customization of the Sold Registration Dossiers, like labelling, mockup adaptation, global trade item number adaptation, or change in the format of the Sold Registration Dossiers, shall be made by the Purchaser.

The Purchaser shall, and shall cause its Affiliates to use all best efforts to complete the transfer of the corresponding Sold Product Registrations to the Purchaser and/or its Affiliates on the date immediately following the Closing or (if not possible) as promptly as possible after the Closing and in accordance with the Transfer Plan and to carry out all necessary and advisable formalities with the competent Governmental Authorities in relation thereto. The Purchaser shall not introduce or request any approval of any variation to any Sold Product Registration prior to the completion of its transfer to Purchaser or its Affiliates.

Withdrawal of Sold Product Registrations

the Purchaser and/or its respective Affiliate (as appropriate) has not submitted an application to transfer a Sold Product Registration within the time period set forth in the Transfer Plan; or

the transfer is not approved by the relevant Governmental Authority on or before the date set forth opposite the concerned Sold Product Registration in the Transfer Plan;

Obligations pending Product Registration Transfer

continue to distribute and/or sell the Products to which the relevant Sold Product Registrations relate after the Closing as provided under the Transitional Services Agreement, when applicable;

hold each Sold Product Registration for the account, risk and benefit of the Purchaser and/or its respective Affiliate and act in accordance with past practice and the reasonable instructions of the Purchaser or its relevant Affiliate in respect of each Sold Product Registration; provided that, such instructions do not infringe the terms of the relevant Sold Product Registration or any Applicable Law, and provided further that Purchaser shall indemnify and hold harmless the Seller and/or its relevant Affiliates in accordance with Section 3.5(a) with respect to any Liability they may incur after the Closing in connection with, or as a result of, the performance of such instructions;

subject to Section 13.2, maintain in force each Sold Product Registration, not voluntarily amend, cancel, withdraw or surrender any Sold Product Registration unless (i) required to do so by the Applicable Law or any Governmental Authority or (ii) the Purchaser’s prior written consent has been obtained. Notwithstanding anything in this Section 13.3, Seller or any Selling Entity shall not be required to make any registrations or filings related to the Products under the Medical Device Regulation (EU) 2017/745.

Costs

TRANSFER OF THE SOLD RECORDS AND SOLD ARTWORK

Transfer to Purchaser

Between the Signing Date and the Closing Date, the Parties shall agree on the Data Transition Plan, such plan to include a description of the Sold Records (including their current file format) and Sold Artwork and details on the method and date of their transfer, on a country-by-country basis, and to the extent possible on the date immediately following the Closing (or such relevant other date as may be specified in the Data Transition Plan) and otherwise as promptly as possible after the Closing), to the Purchaser. The Seller shall transfer the Sold Records as well as all Sold Artwork in accordance with this Agreement and the Data Transition Plan, subject to applicable data protection laws. If the Seller is not able to transfer the Sold Records or the Sold Artwork on the date immediately following the Closing (or the relevant other date as may be specified in the Data Transition Plan), the Seller shall use reasonable commercial efforts to transfer the Sold Records or the Sold Artwork as soon as possible thereafter, subject to applicable data protection laws. Section 3.3 (Retention of Copies) shall apply. In case of conflicts or discrepancies between this Agreement and the Data Transition Plan, the provisions of this Agreement shall prevail.

Between the Signing Date and the Closing Date, the Parties shall each (to the maximum extent permitted by Applicable Law) implement all steps, tasks and activities set out in the Transfer Preparation Plan, and otherwise as reasonably necessary, for the preparation of the transfer of the Sold Records and the Sold Artwork, it being agreed that no steps, tasks or activities involving any actual transfer or any integration of any Sold Records and Sold Artwork to the Purchaser or into the Purchaser’s business or systems shall be undertaken before the Closing Date.

With respect to electronically stored Sold Records and Sold Artwork, it is agreed as follows, subject to applicable data protection laws:

the Seller shall use commercially reasonable efforts to provide electronically stored Sold Records and Sold Artwork to the Purchaser as is necessary in order to make such electronically stored Sold Records and Sold Artwork available on and useful at the Purchaser’s IT-systems;

electronically stored Sold Records and Sold Artwork shall be made available by the Seller (i) in a mutually agreed file format but otherwise in the condition as it is as of the Closing, and (ii) in the language as such information is on the Closing Date;

the Parties agree to start the planning of, and (to the maximum extent permitted by Applicable Law) the preparation for, the migration and separation of electronically stored Sold Records and Sold Artwork as promptly as practicable after the Signing Date; and

the Purchaser shall set up a secure electronic data sharing platform to which the Sellers shall transfer the relevant electronically stored Sold Records and Sold Artwork.

Status of Sold Registration Dossiers

Access Rights of Seller

In the event that the Seller and/or the Selling Entities receive notification of an audit or inspection or inquiry by a Governmental Authority that requires it/them to produce information contained in the handed over Sold Records, the Seller and/or the Selling Entities shall promptly provide written notice of such announced inspection to the Purchaser, shall specify the Sold Records that they wish to access and shall provide a copy of the letter from the relevant Governmental Authority of the announced inspection.

The Purchaser shall then have forty-five (45) days from the date of the notice (or any shorter time period specified by the Governmental Authority) to provide access to the Sold Records (or copies thereof) specified in the notice. The Purchaser will also inform the Seller and/or the Selling Entities about the location and modalities where the Sold Records (or copies thereof) can be accessed.

In the event that the Seller and/or the Selling Entities are subject to an audit or inspection by a Governmental Authority, with no prior notice, and for the purpose of which it is required to produce information contained in the handed over Sold Records, the Seller and/or the Selling Entities shall promptly provide notice of such unannounced inspection to the Purchaser by telephone to the Purchaser’s Scientific Affairs department via email to [***] (with [***] and [***] in copy). The Purchaser shall then provide confirmation of receipt as soon as reasonably possible and make best efforts to meet any request as received.

In the event that the Seller and/or the Selling Entities are required to produce copies of specific documents pertaining to the handed over Sold Records to a Governmental Authority in order to comply with any obligation pursuant to Applicable Law, the Seller and/or the Selling Entities shall give such notice to the Purchaser as is reasonable, given the time available for the Seller and/or the Selling Entities to respond to the Governmental Authority’s request and shall provide sufficient evidence of the statutory and/or regulatory obligation, and the Purchaser shall provide access to the Sold Records (or copies thereof) specified in the notice. The Purchaser will also inform the Seller and/or the Selling Entities about the location and modalities where the Sold Records (or copies thereof) can be accessed.

In case it is necessary for the Seller and/or the Selling Entities to receive a permanent copy of certain documents pertaining to specific Sold Records (e.g., because the Seller and/or the Selling Entities are under an obligation to procure it to a Governmental Authority), the Purchaser shall upon request from the Seller and/or the Selling Entities produce a physical copy of such documents. The Purchaser shall keep a photocopy of the certain documents pertaining to these specific Sold Records provided to the Seller and/or the Selling Entities and a file note, for completeness of its files. The Seller and/or the Selling Entities shall return original documents of the Sold Records upon receipt from the relevant Governmental Authority.

The Purchaser shall not be obliged to provide any further assistance to the Seller and/or the Selling Entities pertaining to its access to the handed over Sold Records (or copies thereof) or the supply of copies or scans, other than as explicitly stated in this Section 14.3.

Access Rights of Purchaser

Costs

TRANSFER OF VIGILANCE ACTIVITIES AND SOLD SAFETY DATA

Vigilance Transition Plan

Preparation of the Transition

Assignment of Vigilance Agreements

Costs

TRANSFER OF SOLD COMMERCIALIZATION DATA

TRANSFER OF SOLD AGREEMENTS

Assignment of Not Mixed Contracts

To the extent the Sold Agreements are (i) not Mixed Contracts and (ii) transferable without the Third Party’s consent, the Sold Agreements shall transfer by way of an Assignment on the date immediately following the Closing (or such relevant later date as may be specified in the Transfer Plan) in accordance with the Transfer Plan.

To the extent the Sold Agreements are (i) not Mixed Contracts but (ii) can be transferred to the Purchaser only with the Third Party’s consent, the Sold Agreements shall transfer by way of an Assignment on the date immediately following the Closing or (if not possible) as promptly as possible after the Closing and the following shall apply:

This Agreement does not constitute a transfer or an attempted transfer of any Sold Agreements if such transfer or attempted transfer would constitute a breach of the respective Sold Agreement.

From the relevant date specified in the Transfer Plan or, if no such date is specified, from the date that is as soon after the Signing Date as is reasonable from the Seller’s point of view, until six (6) months following the Closing, the Parties shall procure that commercially reasonable efforts are undertaken to obtain the Third Parties’ consent to an Assignment, provided however, that no Party shall be required to incur any costs in the individual case or any other liability or pay any consideration in connection therewith. The Parties agree that the Seller does not represent or guarantee the grant of any consent to an Assignment.

From the Closing until the earlier of: (i) the effective date of the Assignment of the Sold Agreements, (ii) the date on which the Purchaser enters into a similar arrangement to the Sold Agreement with the relevant Third Party or (iii) the Final Cooperation Long Stop Date:

the Seller or the Selling Entities, as applicable, shall continue to act as a contractual party to the Sold Agreements, comply with the terms and conditions of the Sold Agreements, hold and administer the Sold Agreements for the benefit of the Purchaser and provide any benefits (net of any Taxes (including VAT) payable by the Seller or the relevant Selling Entity, unless such Tax can reasonably be expected to be recovered from a Tax Authority or a Third Party) received from the Sold Agreements to the Purchaser; and

the Purchaser shall support the Seller or, as applicable, the relevant Selling Entities in performing their obligations under the Sold Agreements and shall (A) reimburse to the Seller or, as applicable, the relevant Selling Entity all related incurred and reasonably documented external costs, and (B) indemnify the Seller and its Affiliates for any obligations and liabilities arising out of the Sold Agreements after the Closing in accordance with Section 3.5(a).

Assignment of Mixed Contracts

To the extent the Sold Agreements are (i) Mixed Contracts and (ii) transferable without the Third Party’s consent, the Sold Agreements shall transfer by way of an Assignment on the date immediately following the Closing (or such relevant later date as may be specified in the Transfer Plan) to the extent they pertain to the Sold Business.

To the extent the Sold Agreements are (i) Mixed Contracts but (ii) can be transferred to the Purchaser only with the Third Party’s consent, the Sold Agreements shall transfer by way of an Assignment to the extent they pertain to the Sold Business on the date immediately following the Closing or (if not possible) as promptly as possible after the Closing and the following shall apply:

This Agreement does not constitute a transfer or an attempted transfer of any Mixed Contract if such transfer or attempted transfer would constitute a breach of the respective Mixed Contract.

From the relevant date specified in the Transfer Plan or, if no such date is specified, from the date that is as soon after the Signing Date as is reasonable from the Seller’s point of view, until six (6) months following the Closing, the Parties shall procure that commercially reasonable efforts are undertaken to obtain the Third Parties’ consent to an Assignment of the Mixed Contracts to the extent they pertain to the Sold Business, provided however, that no Party shall be required to incur any costs in the individual case or any other liability or pay any consideration in connection therewith. The Parties agree that the Seller does not represent or guarantee the grant of any consent to an Assignment.

From the Closing until the earlier of: (i) the effective date of the Assignment of the Sold Agreements to the extent they pertain to the Sold Business, (ii) the date on which the Purchaser enters into a similar arrangement to the Sold Agreement to the extent it pertains to the Sold Business with the relevant Third Party, or (iii) the Final Cooperation Long Stop Date:

the Seller or the Selling Entities, as applicable, shall continue to act as a contractual party to the Mixed Contracts to the extent they pertain to the Sold Business, comply with the terms and conditions of the Mixed Contracts to the extent they pertain to the Sold Business, hold and administer the Mixed Contracts to the extent they pertain to the Sold Business for the benefit of the Purchaser and provide any benefits (net of any Taxes (including VAT) payable by the Seller or the relevant Selling Entity, unless such Tax can reasonably be expected to be recovered from a Tax Authority or a Third Party) received from the Mixed Contracts to the extent they pertain to the Sold Business to the Purchaser; and

the Purchaser shall support the Seller or, as applicable, the relevant Selling Entities in performing their obligations under such Sold Agreements to the extent they pertain to the Sold Business and shall (A) reimburse to the Seller or, as applicable, the relevant Selling Entity all related incurred and reasonably documented external costs, and (B) indemnify the Seller and its Affiliates for any obligations and liabilities arising out of the Sold Agreements to the extent they pertain to the Sold Business after the Closing in accordance with Section 3.5(a).

The Parties shall procure that the Seller, the Selling Entities or their respective Affiliates shall not be obliged to guarantee or otherwise be responsible for the performance of obligations by the Purchaser.

No Assignment of Sold Agreements

If an Assignment as per Section 17.1(b) or 17.2(b) cannot be realized in respect of a Sold Agreement, the Seller or the respective Selling Entity, as the case may be, to the extent legally and contractually permissible, and unless otherwise instructed by Purchaser, shall continue to act as party to such Sold Agreement (to the extent it pertains to the Sold Business), however, only for the account, benefit and at the expense of Purchaser, and in any event no longer as to the occurrence of the Final Cooperation Long Stop Date.

The Parties agree to discuss in good faith on a case-by-case basis how such Sold Agreement will be operationally managed and agree to terminate the Sold Agreement (to the extent it pertains to the Sold Business) at the earliest possible date in accordance with the terms of such Sold Agreement.

The Purchaser shall support the Seller or, as applicable, the relevant Selling Entities in performing their obligations under such Sold Agreement and shall (A) reimburse to the Seller or, as applicable, the relevant Selling Entity all related incurred and reasonably documented external costs, and (B) indemnify the Seller and its Affiliates for any obligations and liabilities arising out of such Sold Agreement after the Closing in accordance with Section 3.5(a).

Assignment of Quality Agreements

To the extent the respective quality agreements are (i) not Mixed Contracts and (ii) transferable without the Third Party’s consent or they can be transferred to the Purchaser only with the Third Party’s consent, but such consent has been obtained together with the consent for the Assignment of the corresponding Sold Agreement, such quality agreements shall transfer under the same Assignment as the corresponding Sold Agreement.

To the extent the respective quality agreements are (i) Mixed Contracts and (ii) transferable without the Third Party’s consent or they can be transferred to the Purchaser only with the Third Party’s consent but such consent has been obtained together with the consent for the Assignment of the corresponding Sold Agreement, such quality agreements shall transfer under the same Assignment as the corresponding Sold Agreement to the extent they pertain to the Sold Business.

If an Assignment as per Section 17.4(a) or 17.4(b) cannot be realized in respect of a Sold Agreement, the Purchaser shall procure to enter into a new quality agreement with the respective Third Party corresponding to the respective Sold Agreement effective as of the Assignment of the respective Sold Agreement.

Pre-payments and Deposits

pre-payments and deposits of customers received by the Seller or the Selling Entities prior to the Closing for supplies of Products after the Closing, and

pre-payments and deposits made by the Seller or the Selling Entities prior to the Closing with respect to Third Party supplies related to the Products after the Closing, the Seller shall procure that the Seller or the respective Selling Entity informs the Purchaser about such pre-payments paid or received and the Parties shall procure that (i) the amounts received according to (a) above are forwarded by the Seller or the respective Selling Entity to the Purchaser and (ii) the amounts paid according to (b) above are remitted by the Purchaser to the Seller or the applicable Selling Entity in full, in each case of (i) and (ii) net of any Taxes (including VAT) payable by the respective Party, unless such Tax can reasonably be expected to be recovered from a Tax Authority or a Third Party, without delay after the Closing.

Accounts Receivable

The Parties acknowledge and agree that all Pre-Closing Accounts Receivable shall remain the property of the Seller or the applicable Selling Entity and shall be collected by the Seller or such Selling Entity after the Closing. In the event that, after the Closing, Purchaser or its Affiliates receive any payments from any obligor with respect to any Pre-Closing Accounts Receivable, then Purchaser shall, within thirty (30) calendar days after receipt of such payment, remit the full amount of such payment to Seller or its applicable Affiliate. In the case of the receipt by Purchaser or its Affiliates of any payment from any obligor of both Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand, then, unless otherwise specified by such obligor, such payment shall be applied first to amounts owed to Seller or its Affiliates with the excess, if any, remitted to Purchaser or its Affiliates.

In the event that, after the Closing, Seller or any of its Affiliates receives any payments from any obligor with respect to an account receivable of Purchaser or its Affiliates for any period following the Closing, then Seller or its Affiliates shall, within thirty (30) calendar days after receipt of such payment, remit the full amount of such payment to Purchaser or its applicable Affiliate. In the case of the receipt by Seller or its Affiliates of any payment from any obligor of both Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand, then, unless otherwise specified by such obligor, such payment shall be applied first to amounts owed to Seller or its Affiliates with the excess, if any, remitted to Purchaser or its Affiliates.

In each case of Sections 17.6(a) and 17.6(b), the respective receiving Party shall forward the net amount of such payments (i.e., exclusive of VAT) to the other Party only if the VAT on such payments are owed by the receiving Party to the Tax Authority. If the VAT is owed by the respective other Party, the receiving Party shall forward the gross amount including VAT.

TRANSFER OF SOLD INVENTORY

FINAL COOPERATION LONG STOP DATE

SILVER EMPLOYEES

The Parties acknowledge and agree that the ▇▇▇▇▇▇▇ Group’s directors, officers, and employees as set out in Annex 20.1 (on a function level only) are required to conduct the Sold Business after Closing (each a “Silver Employee”). As further detailed in Annex 7.2, save for any Silver Employee employed by a Share Deal Entity (each a “Share Deal Entity Employee”), the Seller shall procure that the employment relationship of such Silver Employees will transfer to the Purchaser or any of its Affiliates (as the case may be) as a consequence of Closing, irrespective of whether (i) by way of a transfer under the Automatic Transfer Legislation (the “Automatic Transfer Employee”) or (ii) by way of mutual agreements between the respective Selling Entity, the respective Transferred Employee and the Purchaser or any of its Affiliates (as the case may be) or otherwise (an “Offer Employee”; all Offer Employees together with the Automatic Transfer Employees shall be referred to as the “Transferred Employees”). For the avoidance of doubt, any Share Deal Entity Employee will become part of the Purchaser’s Group as a consequence of the transfer of the Sold Shares to the Purchaser. Annex 20.1 shall indicate which Transferred Employees are intended to be Offer Employees or Transfer Employees. The Parties acknowledge and agree that the Seller and the Purchaser shall be free to determine – to the extent permitted by Applicable Law – which individual director, officer, and employee of the ▇▇▇▇▇▇▇ Group shall be categorized as an Automatic Transfer Employee or an Offer Employee.

The Parties hereto (i) shall procure that each of their relevant Affiliates shall comply with their respective obligations under the Automatic Transfer Legislation, and (ii) agree to, and shall procure that its relevant Affiliates will, provide the other Party with such information and co-operation as may reasonably be required to enable the Parties to comply with their respective obligations under the Automatic Transfer Legislation.

If and to the extent any director, officer, or employee of the ▇▇▇▇▇▇▇ Group who is not a Silver Employee as listed in Annex 20.1 (a “Retained Employee”) is transferred to, or alleges that they should transfer to, any member of the Purchaser Group, the Seller shall indemnify and hold the Purchaser (or at the Purchaser’s election, its respective Affiliate) harmless from and against any Losses or Liabilities arising from or in connection with the termination of employment of any Retained Employee including any contractual or statutory severance costs resulting from the termination of such Retained Employee(s) by the Purchaser or any of its Affiliates (as the case may be). Subject to Section 10.6, for the avoidance of doubt, the Seller shall not be obliged to indemnify the Purchaser for any costs, liabilities or damages which the Purchaser incurs due to redundancies within the Purchaser’s organization after Closing as a consequence of the transfer of any Silver Employee.

USE OF CORPORATE BRANDS

The Purchaser hereby acknowledges that the Seller or its Affiliates (other than the Share Deal Entities) own all right, title and interest in and to the Seller’s and its Affiliate’s company name, logo, domain names, and GTIN prefixes (together with all variations, translations, transliterations and acronyms thereof), which do not comprise the Sold Business IP (collectively, the “Corporate Brands”), and that, except as expressly provided below, neither the Purchaser nor its Affiliates shall have any right to use the Corporate Brands.

Without undue delay, but in no event later than two (2) weeks after the Closing, the Purchaser shall, or shall cause each Share Deal Entity (except for Aco Hud) to (i) adopt a shareholder’s resolution to change the name of such Share Deal entity (except for Aco Hud) in a way that it no longer includes any Corporate Brands and (ii) procure that such name changes are applied for registration with the competent commercial register. The Purchaser undertakes to initiate all further changes necessary to cease all use of the Corporate Brands and to comply with this Section 21 as soon as reasonably possible after the Closing.

Subject to the terms and conditions of this Agreement, the Purchaser and the Share Deal Entities shall be entitled to use, and the Seller hereby grants, and shall cause its Affiliates (other than the Share Deal Entities) to grant, to the Purchaser and the Share Deal Entities a non-exclusive, royalty-free and non-transferable license, with the right to grant sublicenses to Purchaser’s Affiliates, manufacturers, distributors and Third Party contractors engaged in the operation of the Sold Business (together, the “Sublicensees”), to use the Corporate Brands during the applicable time period set forth in Section 21.4 (i) as company name of the Share Deal Entities (other than Aco Hud), (ii) in the Existing Promotional Materials, and (iii) in offering for sale, distribution and sale of any finished Products, including any Sold Inventory, (in particular their Packaging), in each case (i), (ii) and (iii), solely in connection with the operation of the Sold Business in such manner substantially similar used by the Seller and its Affiliates immediately prior to the Closing. The right to the Corporate Brands according to the preceding sentence is subject to the Purchaser making, and causing the Share Deal Entities and the Sublicensees to make clear that the Share Deal Entities are no longer affiliated with the Seller and the ▇▇▇▇▇▇▇ Group. The Parties acknowledge that the possibility to change GTIN numbers is subject to customer-imposed time restrictions or so-called “transition windows”, which often occur in October and February (or other specific months) each year and will negotiate in good faith to extend the license granted in this Section 21.3 solely in relation to GTIN numbers to enable such change.

Each license and sublicense granted under this Section 21 shall be time limited for (i) with respect to the company names of the Share Deal Entities (other than Aco Hud), the period commencing on the Closing and ending as soon as possible after the Closing, but at the latest six (6) months after the Closing, (ii) with respect to the finished Products (in particular their Packaging) that are being distributed by the Share Deal Entities as of the Closing, on a country-by-country and Product-by-Product basis, the period commencing on the Closing and ending six (6) months after the Applicable Nordics Supply End Date (as defined in the Transitional Services Agreement), (iii) with respect to the finished Products (in particular their Packaging) other than the finished Products that are being distributed by the Share Deal Entities as of the Closing, and the Sold Inventory, on a country-by-country basis and Product-by-Product basis, the period commencing on the Applicable Distribution End Date (as defined in the Transitional Services Agreement) and ending six (6) months after the Applicable Distribution End Date (as defined in the Transitional Services Agreement), and (iv) with respect to the Existing Promotional Materials, the period commencing on the Closing and ending on the later of (a) the date that is ninety (90) days after the Closing or, (b) on the date on which the Corporate Brands included in such Existing Promotional Materials are no longer required by the Applicable Law to be included therein. Each license and sublicense granted under this Section 21 shall terminate on the termination of the applicable time period according to the preceding sentence. The time limitations set forth in this Section 21.4 shall not apply (i) if the use of the Corporate Brands by the Purchaser for a longer time period is required by Applicable Law or a Governmental Authority, or (ii) for the sell-off of finished Products that are in stock at the time of the end of the applicable time limitation, provided that the finished Products were stocked in the ordinary course of business and Applicable Law (e.g., grace periods) allows for such sell-off.

Following the end of the applicable time period set forth in Section 21.4, the Purchaser shall be solely responsible for (including the cost of) (i) changing the “▇▇▇▇▇▇▇” related company names and domain names of the Share Deal Entities (other than Aco Hud) (ii) the removal or obliteration of all Corporate Brands from the Existing Promotional Materials or ceasing the use of such Existing Promotional Materials, and (iii) the destruction and disposal, or relabeling of the finished Products with the Packaging containing any of the Corporate Brands that are in Purchaser’s, any of the Share Deal Entities’ or any of the Sublicensees’ possession.

After any time period set forth in Section 21.4, the Purchaser shall not, and shall cause the Share Deal Entities and all Sublicensees not to adopt, use, keep registered, register, or seek to register any designation that is, or contains a term that is, substantially identical with, confusingly similar to or dilutive of any of the Corporate Brands.

Apart from the use of the Corporate Brands as a company name without reference to a product or service, the Purchaser shall ensure that all use of the Corporate Brands as permitted in this Section 21 shall (i) be only with respect to goods or services of a level of quality substantially similar to that the Seller and its Affiliates offered under the Corporate Brands in connection with the Sold Business immediately prior to the Closing, (ii) comply with all written/text form trademark usage restrictions or other written/text form guidelines furnished by the Seller or its Affiliates (other than the Share Deal Entities), as applicable, to Purchaser with respect to the use of such Corporate Brands, and (iii) comply with the Applicable Law.

The Purchaser shall not, and shall cause the Share Deal Entities and all Sublicensees not to use the Corporate Brands in any manner that could reasonably be expected to damage or tarnish the reputation of the Seller or its Affiliates (or its or their licensors, as applicable) or the goodwill or reputation associated with the Corporate Brands, or take any action that may adversely affect the Seller’s or its Affiliates’ (or its or their licensors’) rights in any of the Corporate Brands or the reputation, goodwill, validity, enforceability or distinctiveness of any of the Corporate Brands or any registrations or applications therefor.

Upon reasonable request of the Seller or its Affiliates (other than the Share Deal Entities throughout this section 21.9), the Purchaser shall, and shall cause the Share Deal Entities and all Sublicensees to send to the Seller or its Affiliates, free of charge, samples of the Packaging, printed advertising material and all other material bearing the Corporate Brands, to enable the Seller or its Affiliates to confirm the required use of the Corporate Brands. The Seller or its Affiliates are entitled to direct or to forbid forms of using the Corporate Brands which do not comply with this Section 21.

Any and all goodwill generated by the use of the Corporate Brands as permitted under this Section 21 shall inure solely to the benefit of the Seller and its Affiliates (or its or their licensors, as applicable, but excluding the Share Deal Entities), and if the Purchaser (or the Share Deal Entities and the Sublicensees) obtains any goodwill, right, title or interest in or to any of the Corporate Brands, the Purchaser shall assign, and shall and does hereby cause the Share Deal Entities and all Sublicensees to assign, and hereby irrevocably assigns, to the Seller or its Affiliates (or its or their licensors, as applicable, but excluding the Share Deal Entities) all such goodwill, rights, title and interests.

The Purchaser agrees that none of the Seller or its Affiliates (or any of its or their licensors, but excluding the Share Deal Entities) shall have any obligation hereunder to maintain or undertake, the registration, maintenance, prosecution or defense of any of the Corporate Brands. The Purchaser also agrees that none of the Seller or its Affiliates (or any of its or their licensors, but excluding the Share Deal Entities) shall have any responsibility for claims by Third Parties or complaints of Governmental Authorities arising out of, or relating to, the use by the Purchaser, the Share Deal Entities or any of the Sublicensees of any Corporate Brands, provided, that, with respect to any such claim that is asserted by a Third Party, Seller shall have the first right in its sole discretion to assume and control the defense, appeal or settlement thereof, with counsel of the Seller’s own choice. The Purchaser shall indemnify the Seller and its Affiliates against all claims and complaints that are raised against the Seller or any of its Affiliates and result from any use of the Corporate Brands by the Purchaser or any of its Affiliates or its or their Sublicensees which (a) does not comply with this Section 21 and (b) is unlawful. For the avoidance of doubt this obligation also includes the indemnification of reasonable legal defense costs.

SELLER REPRESENTATIONS; LIMITATION OF THE SELLER’S LIABILITY

Seller Representations

the Seller Representations shall be the sole and exclusive guarantees (i.e., there shall be no other (implicit or explicit) guarantees, representations, confirmations or assurances) by the Seller under or in connection with this Agreement;

the Seller Representations are given on the grounds that, for the purposes of giving the Seller Representations,

the Seller may not have first-hand knowledge with respect to the subject matters of the Seller Representations set forth in Annex 22.1 and, except as explicitly and specifically set out in the definition of Seller’s Knowledge, neither the Seller nor any of its (managing) directors, managers, employees or advisors have independently examined or verified the underlying facts, matters, circumstances or statements made in such Seller Representations set forth in ▇▇▇▇▇ 22.1 or the Annex or Schedules as prepared by the Seller, the Share Sellers or the Selling Entities and their management, but had rather to rely on documentation and information made available by the management and employees of the Seller, the Share Sellers or the Selling Entities;

nothing in this Agreement shall imply a duty of the Seller (including its (managing) directors, managers, employees or advisors) to make specific or other inquiries or research of whatever nature;

the lack of (A) such first-hand knowledge and (B) the ability to independently verify such Seller Representations, and the need to rely on reasonable assurances made by the management and employees of the Seller, the Share Sellers or the Selling Entities shall, in the absence of aggravating circumstances, as such not be regarded as acting in a fraudulent manner , and

the Purchaser waives any rights and Claims against the Seller based on (A) the lack of first-hand knowledge and (B) the need to rely on reasonable assurances made by the management and employees of the Seller, the Share Sellers or the Selling Entities to the largest extent legally permissible and the Seller accepts such waiver.

Closing Bring-down Certificate

The Closing Bring-Down Certificate shall be dated on the day prior to the Closing Date and shall contain a disclosure of facts and circumstances which became known to Seller after the Signing Date, that have occurred between the Signing Date (excluding) and the day prior to the Closing Date (including) and would (despite such disclosure) result in a Seller Breach of the relevant Seller’s Representations.

The Parties agree and Purchaser acknowledges that the only reason for the bring-down disclosure mechanism and the Closing Bring-Down Certificate is to allow Purchaser to potentially obtain coverage under the W&I Insurance for the Seller’s Representations until Closing and such disclosure shall not result in any liability of the Seller.

Separate and Independent Representations

Limitation of the Seller’s Liability

PURCHASER REPRESENTATIONS

Purchaser Representations

No Association

DATA PROTECTION

In this Section, the terms “Controller”, “Data Subject”, “Processor”, “Personal Data” and “Supervisory Authority” will bear the meanings given to them in the GDPR.

As part of the sale and transfer of the Sold Assets, each Party acts as a separate and independent controller with respect to the Processing of any Personal Data in connection with this Agreement (“Relevant Personal Data”).

The Seller will only transfer Personal Data to the Purchaser where required or permitted by Applicable Law, taking full account of data minimization principles, and the Purchaser undertakes to only process the data lawfully, fairly and in a transparent manner in accordance with the purpose for which it has been collected. Each Party bears responsibility for its own compliance obligations under applicable Privacy Laws with respect the Processing of any Relevant Personal Data by it or any of its Processors, and shall take all reasonable steps to procure that its Processors shall do likewise.

Each Party shall, upon written request and at the reasonable expense of the other Party, provide such reasonable assistance and information to the other Party as may be required to: (i) ensure material compliance by the requesting Party with its obligations under applicable Privacy Law; or (ii) respond to requests, claims or notices from any Supervisory Authority, Data Subject or third party in relation to the Processing of Relevant Personal Data under this Agreement.

The Seller will not transfer any Relevant Personal Data to any entity of the Purchaser’s Group which is located outside of the European Economic Area unless the entity is located in a country which according to the determination by the European Commission on the basis of Art. 45 of Regulation (EU) 2016/679 provides for an adequate level of protection and if the entity is not located in such country unless permitted pursuant to Chapter V of the GDPR (e.g., entering into a data transfer agreement on the basis of model contract clauses adopted by the European Commission).

Upon receipt of the Personal Data, the Purchaser warrants that it (and each Purchaser’s Group entity to whom the Seller has transferred the Personal Data) shall:

comply with all its obligations as a Controller under applicable data protection law when processing the Personal Data; and

implement and maintain appropriate technical and organizational security measures to protect the Personal Data from and against (i) accidental or unlawful destruction; (ii) accidental loss, alteration, unauthorized disclosure or access, in particularly where the processing involves the transmission of data over a network; and (iii) against all other unlawful forms of processing.

The Parties further agree that:

the Seller shall continue to process the Relevant Personal Data as a Controller to the extent necessary to comply with its ongoing requirements under the Applicable Law, pending full transition of the Sold Assets to the Purchaser in accordance with the Transfer Documents. When the transition has fully completed in accordance with the Transfer Documents, the Seller shall cease to process the Relevant Personal Data as a Controller once it is no longer subject to ongoing Personal Data requirements under the Applicable Law; and

except in the circumstances described in (a), if the Seller processes Relevant Personal Data on behalf of the Purchaser to provide the Services set out in the Transfer Documents, it shall do so only as a Processor and in accordance with the terms of the Transfer Documents and the respective data processing agreement to the Transfer Documents as well as applicable Privacy laws, in particular Art. 28 GDPR, subject to a separate data processing agreement.

PURCHASER’S INDEMNITY

No Claims against the ▇▇▇▇▇▇▇ Group Companies

former direct or indirect shareholding in or contractual or legal relationship with a member of the ▇▇▇▇▇▇▇ Group;

position as an officer, director, board member, employee, advisor or agent of a company from the ▇▇▇▇▇▇▇ Group, in each case up until Closing; or

position as a joint debtor of a company from the ▇▇▇▇▇▇▇ Group, unless the company from the ▇▇▇▇▇▇▇ Group only faces secondary liability;

Indemnification of Indemnified Persons

If, after Closing, an Indemnified Person is held liable by any of the Purchaser’s Related Parties for any existing or future liability or obligation on the basis of any legal grounds then, unless such claim is a Permitted Claim, the Purchaser shall indemnify such Indemnified Person in respect of the relevant obligation and/or liability, together with all reasonable out-of-pocket costs and expenses relating thereto including reasonable legal fees, expenses and disbursements arising out of or in connection therewith (“Seller’s Indemnification Claims”).

The Purchaser hereby waives, and shall, after Closing, procure that the Share Deal Entities waive, any claims they may have against any Indemnified Person in connection with the Transaction unless such claim is a Permitted Claim, such waiver hereby being accepted by the Seller. The Purchaser acknowledges and agrees that, prior to the Closing Date, a waiver by the Share Deal Entities for any actual or contingent, known or unknown claim against the Indemnified Persons in connection with the Transaction, except for Permitted Claims, shall be executed in form and substance as attached hereto as Annex 25.2(b)-1 (a “Waiver”). Immediately following Closing, the Purchaser shall (i) pass a shareholder’s resolution of Aco Hud confirming and approving the execution of the Waiver by Aco Hud in form attached hereto as Annex 25.2(b)-2 and (ii) procure the passing of a shareholders’ resolution of each other Share Deal Entity confirming and approving the execution of the Waiver by such Share Deal Entity in form attached hereto as Annex 25.2(b)-3. Without undue delay following the Closing, the Purchaser shall deliver to the Seller copies of the shareholders’ resolutions at Aco Hud, respectively, the other Share Deal Entities regarding the approval of the execution of the Waiver.

The agreements on the obligations of the Purchaser pursuant to Sections 25.1 (No Claims against the ▇▇▇▇▇▇▇ Group Companies) and 25.2 (Indemnification of Indemnified Persons) are each a true agreement for the benefit of third parties (echter Vertrag zugunsten Dritter) within the meaning of section 328 paragraph 1 BGB for the benefit of each Indemnified Person.

ANTI-BRIBERY LAWS

The Purchaser shall comply with all Applicable Law concerning bribery, money laundering or corrupt practices or which in any manner prohibit the giving of anything of value to (a) any person elected to, appointed to, employed by or acting on behalf of a political party, a Governmental Authority or any health care entity or organization (including, without limitation, any public health organization), including, without limitation, and, in each case, any candidate or person nominated for any such position (each a “Covered Person”), or (b) any officer, director, employee, agent, or representative of any Third Party.

The Purchaser shall not, directly or knowingly indirectly offer, pay, promise to pay, give, promise to give or authorize the payment of any money, the giving of any financial or other advantage or the giving of anything else of value to or for the benefit of:

a Covered Person for the purpose of (i) improperly influencing or rewarding any act, the failure to undertake any act or decision of such Covered Person, (ii) inducing such Covered Person to do or omit to do any act, (iii) securing any improper advantage for the Seller, Purchaser or any of their respective Affiliates, or (iv) improperly inducing such Covered Person to use his or her influence to affect or influence any act or decision of a political party, a Governmental Authority or a health care organization, (including, without limitation, any public health organization); or

any officer, director, employee, agent, or representative of a Third Party, to improperly influence the recipient’s or beneficiary’s action with respect to such Third Party’s business, gain an improper commercial benefit for the Seller or the Purchaser to the detriment of such Third Party, or improperly induce the recipient or beneficiary to violate a duty of loyalty to such Third Party.

The Seller shall not use the proceeds transferred pursuant to this Agreement, directly or knowingly indirectly, in any manner that would cause the Purchaser to be in violation of applicable Anti-Bribery Laws, anti-money laundering laws, or Sanctions.

TRADE CONTROL LAWS

TAX RESPONSIBILITIES

Taxes attributable to the Sold Assets

Allocation of Taxes attributable to the Sold Assets

Withholding Taxes shall be solely governed by Section 4.6.

VAT shall be solely governed by Section 28.3.

Sales and Transfer Taxes shall be solely governed by Section 37.

Subject to (i) to (iii) above, each of which shall prevail, the Seller shall be responsible for, and entitled to, any other Taxes attributable to the Sold Assets (“Sold Assets Taxes”) and relating to the Pre-Closing Tax Period (“Pre-Closing Sold Assets Taxes”), and shall indemnify the Purchaser from and against any such liabilities for such Pre-Closing Sold Assets Taxes provided that no indemnity shall be payable if and to the extent (i) such liability for Pre-Closing Sold Assets Taxes is the result of, or is increased by, any transaction or action taken by the Purchaser after the Closing Date or a failure of the Purchaser to mitigate damages (ii) the Purchaser are entitled to any Tax benefit received in cash or cash-equivalent in connection with such liability for Pre-Closing Sold Assets Taxes or to a valuable and enforceable respective compensation claim against a Third Party (other than employees or customers),

Subject to (i) to (iii) above, each of which shall prevail, the Purchaser shall be responsible for any other Taxes attributable to the Sold Assets and relating to the Post-Closing Tax Period (“Post-Closing Sold Assets Taxes”), and shall indemnify and hold harmless the Seller and the Selling Entities from and against any such Post-Closing Sold Assets Taxes.

Subject to (i) to (v) above, each of which shall prevail, each Party shall be responsible for all other Sold Assets Taxes attributable it.

Subject to (i) to (vi) above, each of which shall prevail, each party shall be responsible for Taxes incurred, imposed or calculated on transactions between and amongst that party and members of its Group in respect of this Agreement.

Preparation and Filing of Tax Returns

Tax Cooperation

The Parties shall, and the Seller shall procure that the respective Selling Entity shall, timely provide the other Party with such information and records (including a tax clearance certificate required under Polish law to exclude a successor liability) and make to its officers, directors, employees and agents available as may reasonably be requested by and at the cost and expense of the other Party in connection with the preparation of any Tax Return or any audit or other proceeding that relates to the Sold Business including, but not limited to, the timely completion and filing of Tax Returns relating to Sales and Transfer Taxes and the payment of such Sales and Transfer Taxes.

From and after the Closing, Purchaser shall notify Seller of any announcement or commencement of any Tax Proceeding promptly and in any event no later than five (5) Business Days after Purchaser or any of its Affiliates became aware of such event. The notification shall be made in writing and shall contain reasonable factual information describing the object of the Tax Proceeding and shall include copies of any assessment notice or other document received from any Tax Authority. On request of the Seller, Purchaser shall procure that Seller obtains any available additional document or information (including any books and records) for any period prior to the Closing Date which may be relevant for Seller in this respect. Seller shall be entitled to, at its own cost and expense, control the defense in the internal relation among the Parties, employing counsel of its choice, of any Tax Proceeding, provided that the Parties shall keep each other reasonably informed of the progress of any such Tax Proceeding (and permit the Seller to participate in such Tax Proceeding at Seller’s own expense) and Purchaser shall not agree to any settlement without receiving the Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

If Purchaser fails to comply with any of its obligations or any other commitment under this Section 28.1(c), or denies fulfilment of such obligations or commitments, the Purchaser shall indemnify and hold harmless the Seller from and against all and any Taxes of the Seller or any of its Affiliates triggered or increased in connection with the Tax Proceedings to which such non-compliance or non-fulfilment relates. Any amount payable pursuant to this Section 28.1(c)(iii) shall be due and payable within ten (10) Business Days after receipt by the Purchaser of a respective payment notice by the Seller but no earlier than three (3) Business Days prior to the due date of the relevant Tax.

Taxes attributable to the Share Deal Entities

Tax Indemnity

the Indemnifiable Taxes have been paid or otherwise discharged to the competent Tax Authority prior to the Closing Date;

a Share Deal Entity has a corresponding valuable and enforceable claim for repayment, reimbursement or indemnification against a Third Party (other than employees and customers);

the Indemnifiable Taxes are the result of (i) any change in the accounting and taxation principles or practices of the Share Deal Entities (including the methods of preparing, submitting and amending Tax Returns) introduced after the Closing Date, unless such change is mandatorily required by Applicable Law, or (ii) any transaction or action (including the change in the exercise of any Tax election right, non-performance of any Tax consolidation scheme, the approval or implementation of any reorganization measure or the sale of any asset) by the Purchaser, any of its Affiliates or the Share Deal Entities after the Closing Date;

the Purchaser, any Affiliate of the Purchaser and/or the Share Deal Entities or any successor to all or parts of their business has received any Tax benefit by refund, set-off or reduction of Taxes or any other Tax benefit in each case in cash or cash-equivalent (each a “Tax Benefit”) as a result of the circumstances giving rise to a Tax Claim. In particular, this shall apply to any Tax Benefit resulting from a lengthening of any amortization or depreciation period, higher depreciation allowances or loss-carry forwards or deductions;

the Indemnifiable Taxes can or could have been avoided by offsetting taxable profits against any Tax loss carry-backs (other than, for the avoidance of doubt any losses accrued in periods after the Closing Date) or Tax loss carry-forwards (or any other Tax credit, allowance, deduction or similar Tax item) that are or were available (including as a result of subsequent Tax audits) in the Pre-Closing Tax Period and that have not been recognized as a Tax asset as an item of the Total Purchase Price; or

the respective Indemnifiable Taxes have been taken into account in the Closing Date Balance Sheets underlying the Final Closing Date Statements as a liability or as an accrual (irrespective of their denomination).

Any payment on a Tax Claim shall become due and payable within ten (10) Business Days after the Seller has been notified in writing by the Purchaser about the payment obligation and the corresponding payment date and have received a copy of the relevant Tax assessment notice of the competent Tax Authority, but in no case earlier than three (3) Business Days before the Tax to be indemnified is due and payable to the Tax Authority. At request of the Seller, the Purchaser shall provide to the Seller any available document, information or data which may enable the Seller to review the validity of the indemnification request.

Cooperation on Tax Matters and Seller’s Tax Covenant

Liability for Taxes attributable to the Share Deal Entities

VAT and Tax Invoices

The Parties agree to determine (i) to what extent the execution of the Transaction is subject to VAT, and (ii) to what extent such VAT is owed by Seller, a Selling Entity, Share Seller, or by Purchaser (or any of Purchaser’s Affiliate), in each case prior to the Closing, if the Parties fail to reach such an agreement, the reasonable opinion of Seller on such treatment shall be applied at Closing reflected in any invoices to be issued on the Closing Date and any VAT returns to be filed by the Parties with respect to the sale and transfer of the Sold Shares and the Sold Assets; Section 28.3(b) shall remain unaffected by the preceding sentence.

To the extent that the execution of the Transaction is – based on the determination pursuant to Section 28.3(a) – subject to VAT, the Purchaser shall pay such VAT at Closing in addition to the Total Purchase Price; provided, however, that and only to the extent that no reverse charge or a VAT withholding procedure is applicable. In case a reverse charge or a VAT withholding procedure is applicable, the Purchaser shall pay the applicable VAT directly to the competent Tax Authority. For the avoidance of doubt, in case of an applicable reverse charge or VAT withholding procedure, VAT shall be paid by the Purchaser in addition to the Total Purchase Price and the principles set forth in Section 4.6 shall apply mutatis mutandis. The Parties agree to determine, if and to what extent any applicable VAT exemption on any particular supply or service (provided and to the extent the requirements of a waiver under the relevant applicable VAT laws are fulfilled) shall be waived, prior to Closing; if the Parties fail to reach such an agreement, the Seller and each Selling Entity have the right to waive any applicable VAT exemption on any particular supply or service (provided and to the extent the requirements under the relevant applicable VAT laws are fulfilled and the Purchaser or an Affiliate of the Purchaser is entitled to recover such VAT as input VAT). The Parties acknowledge that the sale and transfer of the Sold Shares is either not subject to or is exempt from VAT. The Share Sellers shall not waive any exemption from VAT with respect to the sale and transfer of the Sold Shares. Seller and/or the relevant Selling Entity and/or the Share Sellers shall issue – to the extent legally required – to the Purchaser a proper VAT invoice or any other required supporting documentation in accordance with applicable VAT laws on the Closing Date.

If a VAT amount actually payable as a consequence of the execution of the Transaction turns out to be higher or lower than the amount shown on the relevant invoice issued by the Seller or a Selling Entity or a Share Seller (including if no VAT has been invoiced at all) due to (i) an assessment after Closing of a Tax Authority in charge of the Seller’s or a Selling Entity’s or a Share Seller’s VAT affairs, or (ii) for any other reason identified by the Parties after Closing, the Parties shall make appropriate declarations and filings with the relevant Tax Authorities, amend any invoices (to the

Any reference in this Section 28.3 to any Party shall, at any time when such Party is treated as a member of a Group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply or, where appropriate, as receiving the supply, under VAT grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented the relevant European member state) or any other similar provision in any jurisdiction which is not a member state of the European Union, so that a reference to a Party shall be construed as a reference to that Party or the relevant Group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such Group or unity (or fiscal unity) at the relevant time (as the case may be).

Miscellaneous

Whenever in this Section 28 a reference is made to (i) a certain legal entity (e.g., Seller, Purchaser), this reference shall, for the avoidance of doubt, always include any legal successor of the referred entity (e.g., the receiving entity in a merger etc.).

Any claims under Section 28.1, 28.2 and 28.3 shall become time-barred for each claim at the earlier of (i) six (6) months after the Tax assessment of the relevant Tax having become non-appealable and being no longer subject to change and (ii) seven (7) years after the Closing Date.

NON-COMPETE; NON-SOLICITATION

Seller’s Non-Compete

Seller’s Non-Solicitation

influence or attempt to influence any customer or supplier of the Sold Business to terminate or discontinue its contractual relations with any Share Deal Entity; or

solicit or entice away any Silver Employee, with the exception of persons who have been given notice of termination (Kündigung) by the employing entity or whose employment was terminated (unilaterally by the employing entity or by mutual consent), it being understood that any general advertisement not being targeted specifically at the Silver Employees shall not constitute solicitation or enticing away within the meaning of this Section 29.2.

DISCHARGE OF DIRECTORS

SHARE DEAL ENTITIES RECORDS

The Seller shall procure, that all statutory books, books of account, and other records, data, documents and information, including accounting information (räkenskapsinformation), of the Share Deal Entities relating to the last seven (7) years prior to the Signing Date are in the possession or under control of the Share Deal Entities. The Seller shall procure, that the ▇▇▇▇▇▇▇ Group preserves any such information that predates the aforementioned period until the expiration of all limitation periods under any Applicable Law.

The Purchaser shall have the right to request from the Seller and receive information that predates the aforementioned period if the Purchaser is subjected to a Tax audit or similar inquiry by a Governmental Authority and such older information is required by the Governmental Authority. The Seller agrees to provide such requested information promptly to facilitate the Purchaser’s compliance with any such audit or inquiry.

REPRESENTATION

The Seller shall be entitled to act on behalf of each of the Share Sellers and Selling Entities with respect to all matters arising in connection with this Agreement. Between the Parties any claim of each of the Share Sellers and the Selling Entities shall be regarded as a claim of the Seller.

The Purchaser shall procure that any relevant Affiliate of the Purchaser performs the Purchaser’s obligation as if it were such Affiliate’s own principal obligation or liability.

NOTICES

To the Seller:

To the Purchaser:

CONFIDENTIALITY, ANNOUNCEMENT

Confidentiality

For the purposes of this Section 34.1:

subject to Section (b) below, “Confidential Information” shall mean:

(in relation to the obligations of the Purchaser) any and all information related to the Seller and/or its Affiliates or their businesses, or prior to the Closing, the Product, the Sold Shares or Sold Assets, received or held by the Purchaser or its Representatives, whether oral or written;

(in relation to the obligations of the Seller) any and all information related to the Purchaser and/or its Affiliates or its business, or following the Closing, information comprising the Sold Shares or Sold Assets, received or held by the Seller or its Representatives, whether oral or written; and

any of the terms, conditions or content of the discussions between the Parties with respect to, and the existence and the terms of, this Agreement and the other Ancillary Agreements; and

“Representatives” in respect of a Party shall mean any Affiliates and/or any directors, officers, employees, agents and/or advisors (including, without limitation, financial advisors, counsels and accountants) of such Party or any of its Affiliates.

Confidential Information shall however not include any information that:

is or becomes generally available to the public other than as a result of a disclosure by that Party or any of its Representatives in violation of this Section 34.1;

was lawfully in the possession of that Party or any of its Representatives prior to such information being received from the other Party or its Representatives free of any restriction as to its use and disclosure (as can be demonstrated by that Party’s or its Representative’s written records);

becomes available to that Party or any of its Representatives thereafter, provided that at the time of its receipt such information is not, to the best of that Party’s and its Representative’s knowledge, subject to any confidentiality or restricted-use obligation for the benefit of the other Party; and/or

is independently developed by that Party or any of its Representatives without reference to the other Party’s Confidential Information (as can be demonstrated by that Party’s or its Representative’s written records).

Subject to the provisions of this Section 34.1, or unless otherwise agreed to in writing by the other Party, each of the Seller and the Purchaser hereby agrees not to (and to cause its Representatives not to):

disclose any Confidential Information to any person other than its Representatives who need to know the Confidential Information for the purpose of the consummation of the Transaction; and

use any Confidential Information for any purpose other than in connection with the consummation of the Transaction.

If a Party (the “Disclosing Party”) (or its Representative) is required by Applicable Law or regulation, by applicable stock exchange regulation, by legal process, or for the purposes of enforcement of its rights under this Agreement or the Ancillary Agreements, to disclose all or any portion of the Confidential Information, the Disclosing Party (or its Representative) may so disclose such Confidential Information, provided that the Disclosing Party shall, to the extent permitted by Applicable Law:

provide the other Party with a written notice of such requirement so that the other Party may seek a protective order or other appropriate remedy;

exercise commercially reasonable efforts to narrow the scope of any such requirement and consult with the other Party to that effect; and

if such protective order or other remedy is not obtained, furnish only that portion of the Confidential Information which the Disclosing Party (or its Representative) is compelled to disclose and exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information.

In the event of termination of this Agreement in accordance with Section 11.7(a), the Purchaser shall (and shall ensure that its Representatives shall) promptly, upon the Seller’s written request, and in any event within ten (10) Business Days of such request return all copies of Confidential Information in its possession or in the possession of any of its Representatives and destroy all information or other documents derived from such Confidential Information. Notwithstanding the foregoing, the Purchaser (and its Representatives) shall be permitted, subject to their continued compliance with the obligations specified in this Section 34.1, to retain copies of any computer records and files containing such Confidential Information which have been created pursuant to its automatic electronic archiving and back up procedures. If so, requested by the Seller, the Purchaser shall confirm in writing that its undertakings relating to the return or destruction of any such Confidential Information have been complied with.

Nothing in this Agreement or the Ancillary Agreements shall restrict the Purchaser and its Affiliates to provide information about this Agreement or the Transaction to any current or future investor of any “EQT” or “KKR” branded fund and/or the financing sources of the Purchaser or any “EQT” or “KKR” branded fund or any portfolio company of any “EQT” or “KKR” branded fund, subject to customary confidentiality obligations where required.

Announcements

RESTRICTIONS ON ASSIGNMENT

COSTS

Rule

Exceptions

SALES AND TRANSFER TAXES

Seller and Purchaser agree that the Total Purchase Price, the Assumed Liabilities and all other consideration under this Agreement in respect of the sale of the Sold Business, the Sold Assets and the Sold Shares are exclusive of any applicable Sale and Transfer Taxes.

All Sales and Transfer Taxes shall be borne and paid by the Purchaser. Any Tax Returns that must be filed in connection with any Sales and Transfer Taxes shall be prepared and timely filed by the Purchaser in accordance with Applicable Law. The Seller shall upon request of the Purchaser provide the Purchaser with all available information and documentation reasonably required to prepare and file any such Tax Returns and Purchaser shall provide drafts of any such Tax Returns to the Seller at least five (5) Business Days prior to the respective filing deadline.

For the avoidance of doubt, VAT is exclusively governed in Section 28.3.

MISCELLANEOUS

Amendments

Severability

Surviving Sections

Governing Law

Dispute Resolution

All disputes, controversies or claims arising from or in connection with this Agreement shall be finally and exclusively settled under the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitration tribunal shall consist of 3 (three) arbitrators. The arbitration shall take place in Stockholm, Sweden. The arbitration shall be conducted in English, but written evidence may also be submitted in other languages.

To the extent that mandatory law provides that a dispute, controversy or claim arising out of or in connection with this Agreement (or any Ancillary Agreement), or the breach, termination or invalidity thereof, is to be submitted to and decided by an ordinary court of law, the courts of Düsseldorf, Germany (to the extent statutory jurisdiction does not lie with the Higher Regional Court Düsseldorf) shall have jurisdiction (which shall be exclusive to the extent legally permissible).

Precedence of this Agreement

Entire Agreement

No Third Party Rights

No Set-off, No Refusal to Perform

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

In this Agreement, unless expressly stated otherwise:

all Liabilities (including all proceedings relating to any such Liabilities) arising out of any claim for injury to any Person which results from the use or return of the Products sold or otherwise provided (i) on or after the Closing, and (ii) prior to the Closing, but only to the extent such claim is not asserted in writing within ninety (90) days after the Closing;

all Liabilities (including all proceedings relating to any such Liabilities) relating to any returns of the Products under the Sold Agreements sold or otherwise provided by Seller or its Affiliates (i) on or after the Closing, or prior to the Closing, but only to the extent such Liability arises due to any action or omission by the Purchaser that results in any returns of the Product after the Closing;

all Liabilities for user or other similar fees payable to a Governmental Authority relating to the Products or any of the Sold Assets, including fees for trademark registrations, renewals and comparable fees, including any obligation to pay fees incurred prior to the Closing, but in each case only to the extent that such fees relate to time periods on or after the Closing;

all Liabilities for any patent infringement or other intellectual property-based claim relating to the Products or any of the Sold Assets, to the extent such infringement or claim is asserted in periods on or after the Closing; and

all Liabilities for Taxes arising out of, relating to or in respect of the Products or any of the Sold Assets and attributable to any Post-Closing Tax Period.

any Liabilities (including all proceedings relating to any such Liabilities) arising out of any claim for injury to any Person that both (i) resulted from the use or return of the Products sold or otherwise provided by Seller or its Affiliates prior to the Closing and (ii) were asserted in writing prior to, or is asserted in writing within ninety (90) days after the Closing;

all Liabilities (including all proceedings relating to any such Liabilities) relating to any returns under the Sold Agreements of the Products sold or otherwise provided by Seller or its Affiliates prior to the Closing, excluding any Liabilities arising due to any action or omission by the Purchaser that results in any returns of the Product after the Closing;

all accounts payable of the Selling Entities incurred prior to the Closing;

any Liabilities arising out of user or other similar fees payable to a Governmental Authority to the extent the obligation to pay such fees is incurred prior to the Closing and relates to periods prior to the Closing;

any change in control payments, transaction bonuses, severance, retention payments or other similar arrangements payable as a result of the consummation of the transactions contemplated hereby; and

any Liabilities for Taxes arising out of, relating to or in respect of the Products or any of the Sold Assets with respect to any Pre-Closing Tax Period.

the amount that would be payable if the Tax assessment period ended or, respectively, began on the Closing Date, 24:00 hours (CET), or

if an allocation pursuant to (i) above is not possible, in particular in case of property Taxes, the amount of Taxes for the entire period multiplied by a fraction in which the numerator is the number of days in the portion of the taxable period that falls within the Pre-Closing Tax Period and the denominator is the number of days in the entire taxable period.

Further terms have the meaning given to them throughout this Agreement and are defined where indicated below:

Sold Trademarks

Sold Domain Names

Sold Designs

Sold Formulation Know-How

Sold Non-Registered Intellectual Property Rights

Sold Product Registrations

Sold Records and Sold Artwork

Sold Safety Data

Sold Commercialization Data