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 24th, 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).
SERVICE AGREEMENT dated 10 May 2022 by GLAXOSMITHKLINE CONSUMER HEALTHCARE OVERSEAS LIMITED and TOBIAS HESTLER Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom www.bakermckenzie.comService Agreement • May 24th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • England
GLAXOSMITHKLINE CONSUMER HEALTHCARE OVERSEAS LIMITED, a company registered in England and Wales (the “Company”), whose registered office is at 980 Great West Road, Brentford, Middlesex, TW8 9GS; and
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 24th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
TRANSITION SERVICES 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...Transition Services Agreement • May 24th, 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 ANACOR PHARMACEUTICALS, INC. HALEON PLC EXCHANGE AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (SRN/TGXF)Exchange Agreement • May 24th, 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 24th, 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.
REGISTRATION RIGHTS AGREEMENT by and among Haleon plc, Pfizer Inc., GSK plc, GSK (No.1) Scottish Limited Partnership, GSK (No.2) Scottish Limited Partnership, and GSK (No.3) Scottish Limited Partnership Dated as of [•], 2022Registration Rights Agreement • May 24th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2022 (the “Agreement”), is made and entered into by and among (i) Haleon plc, a public limited company incorporated in England and Wales with number 13691224 and whose registered office is at [•] (the “Company”), (ii) Pfizer Inc., a Delaware corporation whose registered office is at 235 East 42nd Street, New York, New York 10017 (“Pfizer” and, together with its Affiliates or successors, and permitted assigns from time to time that will hold Registrable Securities of the Company, the “Pfizer Shareholder Group”), (iii) GSK plc, a public limited company incorporated in England and Wales with number 03888792 and whose registered office is at 980 Great West Road, Brentford, Middlesex, TW8 9GS (“GSK”), (iv) GSK (No.1) Scottish Limited Partnership, a limited partnership registered in Scotland with registration number SL035527 and whose principal place of business is at 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ (“SLP 1”), (v) GSK
ASSET TRANSFER FRAMEWORK AGREEMENT by and among GSK PLC GSK Parent GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED GSK CH and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS (NO.2) LIMITED JVCo DATED AS OFAsset Transfer Framework Agreement • May 24th, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
GlaxoSmithKline Consumer Healthcare Holdings Limited, a company incorporated under the laws of England and Wales (“GSK CH”); and
ContractTransitional Services Agreement • May 24th, 2022 • Haleon PLC • 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.
