STOCK AND ASSET PURCHASE AGREEMENT by and among PFIZER INC., GLAXOSMITHKLINE PLC and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED DATED AS OF DECEMBER 19, 2018Stock and Asset Purchase Agreement • May 10th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • New York
This STOCK AND ASSET PURCHASE AGREEMENT, dated as of December 19, 2018 (this “Agreement”), is by and among Pfizer Inc., a Delaware corporation (“Seller Parent”), GlaxoSmithKline Plc, a public limited company incorporated under the laws of England (“Purchaser Parent”, and together with Seller Parent, the “Parents”), and GlaxoSmithKline Consumer Healthcare Holdings Limited, a company incorporated under the laws of England (“Purchaser,” and together with the Parents, the “Parties”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Second Amendment Agreement • May 10th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
THIS SECOND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of the day of 2022, by and among (1) Pfizer Inc., a Delaware corporation (“Seller Parent”), (2) GSK plc, a public limited liability company incorporated under the laws of England and Wales (“Purchaser Parent”, and together with Seller Parent, the “Parents”), (3) GlaxoSmithKline Consumer Healthcare Holdings (No.2) Limited, a company incorporated under the laws of England and Wales (“New Purchaser”), and (4) Haleon plc, a company incorporated under the laws of England and Wales (“New Purchaser Parent”, and together with New Purchaser, Seller Parent and Purchaser Parent, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the SAPA (as defined below).
DATED [•] GSK (NO. 1) SCOTTISH LIMITED PARTNERSHIP and GSK (NO. 2) SCOTTISH LIMITED PARTNERSHIP and GSK (NO. 3) SCOTTISH LIMITED PARTNERSHIP and HALEON PLC EXCHANGE AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (SRN/TGXF)Exchange Agreement • May 10th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
TRANSITION SERVICE AGREEMENT dated by GLAXOSMITHKLINE SERVICES UNLIMITED Provider and GLAXOSMITHKLINE CONSUMER HEALTHCARE (OVERSEAS) LIMITED Recipient and GLAXOSMITHKLINE LLC U.S. Provider and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS (US) LLC U.S....Transition Services Agreement • May 10th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 202 among (i) GlaxoSmithKline Services Unlimited, a company incorporated under the laws of England (“Provider”) and, for purposes of Section 3.3(b), Section 9.3(a)(v), and Article X only, GlaxoSmithKline LLC, a Delaware limited liability company (“U.S. Provider”)], on the one hand, and (ii) GlaxoSmithKline Consumer Healthcare (Overseas) Limited, a company incorporated under the laws of England and Wales (“Recipient”) and, for purposes of Section 3.3(b), Section 9.3(a)(v), and Article X only, GlaxoSmithKline Consumer Healthcare Holdings (US) LLC, a Delaware limited liability company (“U.S. Recipient”), on the other hand (each of Provider and Recipient, a “Party” and together, the “Parties,” except with respect to Section 3.3(b), Section 9.3(a)(v), and Article X, wherein Provider and U.S. Provider, on the one hand, and Recipient and U.S. Recipient, on the other hand, each, individually and c
DATED [•] PFIZER INC. and HALEON PLC EXCHANGE AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (SRN/TGXF)Exchange Agreement • May 10th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • Edinburgh
Exhibits and schedules have been omitted pursuant to the Instructions as to Exhibits in Form 20-F and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.
DATED [•] GSK PLC and HALEON PLC DEMERGER AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (SRN/TGXF)Agreement • May 10th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • Edinburgh
Exhibits and schedules have been omitted pursuant to the Instructions as to Exhibits in Form 20-F and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.
ContractHaleon PLC • May 10th, 2022 • Perfumes, cosmetics & other toilet preparations • Edinburgh
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
