Common use of 2Excluded Assets Clause in Contracts

2Excluded Assets. Notwithstanding Clause 2.1, Novartis shall not sell, transfer, or convey to Purchaser, and Purchaser shall not purchase and acquire the following (“Excluded Assets”): (a) subject to the license rights granted to the Purchaser in the License Agreement and the Supply Agreement, the Licensed Assets; (b) the name “Novartis”, “Ciba-Geigy”,“Sandoz” or “Alcon”, or any trademark, service mark, trade dress, logo, trade name or corporate name similar or related thereto; (c) the accounts receivable and the accounts payable including any accruals, pre-paid expenses and any cash or cash equivalents of Novartis or any of its Affiliates relating to the Business, the Product or the Transferred Assets for the period prior to the Closing Date (“Net Receivables”); (d) any real property or leaseholds (together with all fixtures and fittings related to any property), physical plant, machinery, equipment, motor vehicles or office equipment; (e) any rights or assets belonging to the generic business of Sandoz (which is the generic division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients; (f) any rights or assets belonging to the over-the-counter business (which is a division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients; (g) any rights or assets belonging to the business of Alcon (which is a division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients; (h) any rights or assets belonging to Novartis Vaccines(which is a division of Novartis) or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients; (i) any rights or assets outside the human pharmaceutical field (including but without limitation the use of the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients in the veterinary pharmaceutical field); (j) any rights or assets outside the Field or for countries outside the Territory for the Product but without prejudice to any rights that the Purchaser may have in connection with the new co-marketing agreement (referred to in Clause [ ]) to market the Product in the Territory and the Ekerior MA in Switzerland to enable the granting of the CPP to the Purchaser or its Third Party designee for the marketing and sale of the Product in the Territory; CMS: Firstly, for the Field, please refer to the comment under “Business”; CMS shall be entitled to extend the Field. Secondly, except for maintaining the CPP, CMS still need to organize the manufacture of Product outside the Territory. Therefore it may be more appropriate to say “without prejudice to any rights that the Purchaser and its affiliate may have to take all kinds of activities related to the commercialization of the Product in the Territory”. (k) any rights in the Territory relating to new combinations of the Product or Active Pharmaceutical Ingredients with one or more other drug substances or devices; CMS: We worry that if Novartis develops a new combination and introduces it into China; especially in the event that the new combination can still be applied to current Field, CMS’s rights and interests towards the transferred assets will be greatly undermined. Therefore we propose that for any combination developed by Novartis, if it still contains the API (Halometasone) and can be used in the current Field, it will be directly owned by CMS; if the indications of combination containing the Product/API are totally beyond current Field, CMS will have the right of first refusal for the combination provided that Novartis plans to license out or sell or dispose of in any other measures the combination in the Territory. (l) any rights under Novartis’ insurance policies which are related to the Business; and CMS: We hope such insurances will not affect Novartis’ obligation to complete the transfer of the assets. (m) originals of Books and Records that Novartis and its Affiliates are required to retain pursuant to any Law; provided however, that (i) Novartis and its Affiliates, as applicable, shall provide copies (redacted to the extent necessary to remove any confidential information not related to the Business, Product or Active Pharmaceutical Ingredients in the Territory) of such books and records to the extent related to the Business, Product or Active Pharmaceutical Ingredients in the Territory upon the Purchaser’s reasonable request and (ii) Novartis and its Affiliates, as applicable may destroy such books and records in accordance with their prevailing records retention procedures to the extent such books and records are no longer required to be retained by Law so long as Novartis and its Affiliates have previously provided copies of such books and records pursuant to clause (i) of this Clause 2.2(m); and

2Excluded Assets. Notwithstanding Clause 2.1anything to the contrary in this Agreement, Novartis the Acquired Assets do not include, and Seller and its Affiliates, as applicable, shall not sell, transferconvey, assign, transfer or convey deliver to PurchaserBuyer, and Purchaser shall not purchase and acquire any assets other than the Acquired Assets, and, without limiting the generality of the foregoing, expressly exclude the following assets of Seller or its Affiliates (such assets being collectively referred to hereinafter as the “Excluded Assets”): (a) subject to the license rights granted to the Purchaser all cash (including cash on hand and cash in the License Agreement transit), cash equivalents, bank accounts, bank deposits, marketable securities, corporate credit cards and the Supply Agreement, the Licensed Assetsother similar cash items of Seller and its Affiliates; (b) all rights of Seller or its Affiliates arising under this Agreement, any Transaction Document or from the name “Novartis”consummation of the transactions contemplated hereby or thereby, “Ciba-Geigy”,“Sandoz” or “Alcon”, or including all rights arising under any trademark, service mark, trade dress, logo, trade name or corporate name similar or related theretoExcluded Liability; (c) all rights to any refunds of Taxes paid by Seller (or for which Seller has made an indemnification payment hereunder) (or amounts credited against current cash Taxes otherwise due and payable in lieu of such a refund) with respect to any Pre-Closing Tax Period, excluding, for the accounts receivable and the accounts payable including avoidance of doubt, any accrualsTax refunds or credits for Property Taxes that are allocable to any Post-Closing Tax Period pursuant to Section 6.4(b), pre-paid expenses and any cash other tax assets of Seller or cash equivalents of Novartis or any of its Affiliates relating to the Business, the Product or the Transferred Assets for the period prior to the Closing Date (“Net Receivables”)any taxable period; (d) any real property or leaseholds (together with all fixtures of Seller’s and fittings related to any property), physical plant, machinery, equipment, motor vehicles or office equipmentits Affiliates intercompany account balances; (e) any rights all assets, tangible or assets belonging to intangible, wherever situated, not included in the generic business of Sandoz (which is the generic division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredientsAcquired Assets; (f) any rights or assets belonging to the over-the-counter business all of Seller’s corporate seals, organizational documents, minute books, stock books, records (which is a division of Novartisin each case, other than those set forth in Sections 2.1(h) - (i), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients;). (g) any attorney-client privilege, rights or assets belonging to under the business work-product doctrine, and equivalent rights in jurisdictions outside of Alcon (which is the United States of Seller as a division result of Novartis)legal counsel representing Seller in connection with the transactions contemplated by the Agreement and the Transaction Documents, or any of its successors, containing and all files maintained by Seller in connection with the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients;transactions contemplated by this Agreement and the Transaction Documents; and (h) any rights or other specifically identified excluded assets belonging to Novartis Vaccines(which is a division of Novartis) or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients; (i) any rights or assets outside the human pharmaceutical field (including but without limitation the use of the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients in the veterinary pharmaceutical field); (j) any rights or assets outside the Field or for countries outside the Territory for the Product but without prejudice to any rights that the Purchaser may have in connection with the new co-marketing agreement (referred to in Clause [ ]) to market the Product in the Territory and the Ekerior MA in Switzerland to enable the granting of the CPP to the Purchaser or its Third Party designee for the marketing and sale of the Product in the Territory; CMS: Firstly, for the Field, please refer to the comment under “Business”; CMS shall be entitled to extend the Field. Secondly, except for maintaining the CPP, CMS still need to organize the manufacture of Product outside the Territory. Therefore it may be more appropriate to say “without prejudice to any rights that the Purchaser and its affiliate may have to take all kinds of activities related to the commercialization of the Product in the Territory”set forth on Schedule 2.2. (k) any rights in the Territory relating to new combinations of the Product or Active Pharmaceutical Ingredients with one or more other drug substances or devices; CMS: We worry that if Novartis develops a new combination and introduces it into China; especially in the event that the new combination can still be applied to current Field, CMS’s rights and interests towards the transferred assets will be greatly undermined. Therefore we propose that for any combination developed by Novartis, if it still contains the API (Halometasone) and can be used in the current Field, it will be directly owned by CMS; if the indications of combination containing the Product/API are totally beyond current Field, CMS will have the right of first refusal for the combination provided that Novartis plans to license out or sell or dispose of in any other measures the combination in the Territory. (l) any rights under Novartis’ insurance policies which are related to the Business; and CMS: We hope such insurances will not affect Novartis’ obligation to complete the transfer of the assets. (m) originals of Books and Records that Novartis and its Affiliates are required to retain pursuant to any Law; provided however, that (i) Novartis and its Affiliates, as applicable, shall provide copies (redacted to the extent necessary to remove any confidential information not related to the Business, Product or Active Pharmaceutical Ingredients in the Territory) of such books and records to the extent related to the Business, Product or Active Pharmaceutical Ingredients in the Territory upon the Purchaser’s reasonable request and (ii) Novartis and its Affiliates, as applicable may destroy such books and records in accordance with their prevailing records retention procedures to the extent such books and records are no longer required to be retained by Law so long as Novartis and its Affiliates have previously provided copies of such books and records pursuant to clause (i) of this Clause 2.2(m); and

2Excluded Assets. Notwithstanding Clause 2.1any other provision of this Agreement, Novartis the Purchased Assets shall not include, and Seller hereby retains and shall not sell, transfer, convey, assign or convey deliver to Purchaser, and Purchaser shall any property or assets of Seller not purchase and acquire expressly set forth in Section 1.1 hereof (collectively, the following (“Excluded Assets”):), including without limitation, the following property and assets: (a1) subject to any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts (whether or not arising from the license rights granted to the Purchaser in the License Agreement and the Supply Agreement, the Licensed AssetsProducts); (b2) the name “Novartis”, “Ciba-Geigy”,“Sandoz” or “Alcon”, or any trademark, service mark, trade dress, logo, trade name or corporate name similar or related thereto; (c) the accounts receivable and the accounts payable of Seller, including any accruals, pre-paid expenses and any cash or cash equivalents accounts receivable of Novartis or any the Products as of its Affiliates relating to the BusinessClosing (collectively, the Product or the Transferred Assets for the period prior to the Closing Date (“Net ReceivablesAccounts Receivable”); (d3) any real property or leaseholds (together with all fixtures and fittings related to any property), physical plant, machinery, equipment, motor vehicles or office equipmentthe Seller Licensed Intellectual Property; (e4) any rights or assets belonging to Intellectual Property Rights other than the generic business of Sandoz (which is the generic division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredientsPurchased Intellectual Property and Third Party Intellectual Property; (f5) any rights software, laptops, desktops, computer peripherals or assets belonging to the over-the-counter business (which is a division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredientsrelated computer hardware; (g6) all Tax losses and credits, Tax loss and credit carry forwards and other Tax attributes, recoveries, all deposits or advance payments with respect to Taxes, and any claims, rights and interest in and to any refund, credit or assets belonging to the business reduction of Alcon (which is a division of Novartis), or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients; (h) any rights or assets belonging to Novartis Vaccines(which is a division of Novartis) or any of its successors, containing the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients; Taxes (i) any rights or assets outside the human pharmaceutical field (including but without limitation the use of the Active Pharmaceutical Ingredients, whether solely or in combination together or with other active ingredients in the veterinary pharmaceutical field); (j) any rights or assets outside the Field or for countries outside the Territory for the Product but without prejudice to any rights that the Purchaser may have in connection with the new co-marketing agreement (referred to in Clause [ ]) to market the Product in the Territory and the Ekerior MA in Switzerland to enable the granting of the CPP relating to the Purchaser or its Third Party designee Purchased Assets for the marketing and sale of the Product in the Territory; CMS: Firstly, for the Field, please refer to the comment under “Business”; CMS shall be entitled to extend the Field. Secondly, except for maintaining the CPP, CMS still need to organize the manufacture of Product outside the Territory. Therefore it may be more appropriate to say “without prejudice to any rights that the Purchaser and its affiliate may have to take all kinds of activities related to the commercialization of the Product in the Territory”. (k) any rights in the Territory relating to new combinations of the Product or Active Pharmaceutical Ingredients with one or more other drug substances or devices; CMS: We worry that if Novartis develops a new combination and introduces it into China; especially in the event that the new combination can still be applied to current Field, CMS’s rights and interests towards the transferred assets will be greatly undermined. Therefore we propose that for any combination developed by Novartis, if it still contains the API (Halometasone) and can be used in the current Field, it will be directly owned by CMS; if the indications of combination containing the Product/API are totally beyond current Field, CMS will have the right of first refusal for the combination provided that Novartis plans to license out or sell or dispose of in any other measures the combination in the Territory. (l) any rights under Novartis’ insurance policies which are related to the Business; and CMS: We hope such insurances will not affect Novartis’ obligation to complete the transfer of the assets. (m) originals of Books and Records that Novartis and its Affiliates are required to retain pursuant to any Law; provided however, that (i) Novartis and its Affiliates, as applicable, shall provide copies (redacted to the extent necessary to remove any confidential information not related to the Business, Product or Active Pharmaceutical Ingredients in the Territory) of such books and records to the extent related to the Business, Product or Active Pharmaceutical Ingredients in the Territory upon the Purchaser’s reasonable request Pre-Closing Tax Period and (ii) Novartis and its Affiliates, as applicable may destroy such books and records in accordance with their prevailing records retention procedures relating to the extent such books other assets of Seller for all periods; (7) all Tax Returns and other Tax records are no longer required of Seller not relating solely to be retained the Purchased Assets and the Assumed Liabilities; (8) any claims under insurance policies maintained by Law so long Seller; (9) all Contracts (included all Shared Contracts as Novartis provided in Section 1.6) other than the Assigned Contracts; (10) any assets related to any business or product lines of Seller other than the Products or the Purchased Assets; (11) all real property interests held by Seller (including leases of real property and its Affiliates have previously provided copies of such books and records pursuant to clause (i) of this Clause 2.2(mleasehold interests); and;

2Excluded Assets. Notwithstanding Clause 2.1, Novartis shall not sell, transfer, or convey to Purchaser, and Purchaser shall not purchase and acquire the following (“Excluded Assets”): (a) subject to the license rights granted to the Purchaser in the License Agreement and the Supply Agreement, the Licensed Assets; (b) the name “Novartis”, “Ciba-Geigy”,“Sandoz” or “Alcon”, or any trademark, service mark, trade dress, logo, trade name or corporate name similar or related theretothereto，subject to the rights of use for the period stipulated under the License Agreement; (c) the accounts receivable and the accounts payable including any accruals, pre-paid expenses and any cash or cash equivalents of Novartis or any of its Affiliates relating to the Business, the Product Products or the Transferred Assets for the period prior to the Closing Date (“Net Receivables”); (d) any real property or leaseholds (together with all fixtures and fittings related to any property), physical plant, machinery, equipment, motor vehicles or office equipment; (e) any rights or assets belonging to the generic business of Sandoz (which is the generic division of Novartis), or any of its successors, containing any of the Active Pharmaceutical IngredientsDrug Substances, whether solely or in combination together or with other active ingredients; (f) any rights or assets belonging to the over-the-counter business (which is a division of Novartis), or any of its successors, containing any of the Active Pharmaceutical IngredientsDrug Substances, whether solely or in combination together or with other active ingredientsingredients including in particular any over-the-counter business relating to a product that includes terbinafine hydrochloride (an ergoline derivative) as the sole active ingredient and that is marketed and sold in the Territory under the Trademark “Lamisil” or under any other trademark; (g) any rights or assets belonging to the business of Alcon (which is a division of Novartis), or any of its successors, containing any of the Active Pharmaceutical IngredientsDrug Substances, whether solely or in combination together or with other active ingredients; (h) any rights or assets belonging to Novartis Vaccines(which is a division of Novartis) or any of its successors, containing any of the Active Pharmaceutical IngredientsDrug Substances, whether solely or in combination together or with other active ingredients; (i) any rights or assets outside the human pharmaceutical field (including but without limitation the use of any of the Active Pharmaceutical IngredientsDrug Substances, whether solely or in combination together or with other active ingredients in the veterinary pharmaceutical field); (j) any rights or assets outside the respective Field for each Product subject to Clause 2.5 or for countries outside the Territory for with respect to each Product subject to the Product first paragraph of Clause 2.5 with respect to Macau but without prejudice to any rights that the Purchaser may have in connection with the new co-marketing agreement (referred to in Clause [ ]) to market the Product in the Territory and the Ekerior MA in Switzerland Comarketing Authorization to enable the granting of the CPP to the Purchaser or its Third Party designee for the marketing and sale of the Product Parlodel in the Territory; CMS: Firstly, for the Field, please refer to the comment under “Business”; CMS shall be entitled to extend the Field. Secondly, except for maintaining the CPP, CMS still need to organize the manufacture of Product outside the Territory. Therefore it may be more appropriate to say “without prejudice to any rights that the Purchaser and its affiliate may have to take all kinds of activities related to the commercialization of the Product in the Territory”.; (k) any rights in the Territory relating to new combinations of the Product Products or Active Pharmaceutical Ingredients any of the Drug Substances with one or more other drug substances or devices; CMS: We worry that if Novartis develops a new combination and introduces it into China; especially in the event that the new combination can still be applied to current Field, CMS’s rights and interests towards the transferred assets will be greatly undermined. Therefore we propose that for any combination developed by Novartis, if it still contains the API (Halometasone) and can be used in the current Field, it will be directly owned by CMS; if the indications of combination containing the Product/API are totally beyond current Field, CMS will have the right of first refusal for the combination provided that Novartis plans to license out or sell or dispose of in any other measures the combination in the Territory.; (l) any rights under Novartis’ insurance policies which are related to the Business; and CMS: We hope such insurances will not affect Novartis’ obligation to complete the transfer of the assets.and (m) originals of Books and Records that Novartis and its Affiliates are required to retain pursuant to any Law; provided however, that (i) Novartis and its Affiliates, as applicable, shall provide copies (redacted to the extent necessary to remove any confidential information not related to the Business, Product Products or Active Pharmaceutical Ingredients Drug Substances in the Territory) of such books and records to the extent related to the Business, Product Products or Active Pharmaceutical Ingredients Drug Substances in the respective Territory upon the Purchaser’s reasonable request and (ii) Novartis and its Affiliates, as applicable may destroy such books and records in accordance with their prevailing records retention procedures to the extent such books and records are no longer required to be retained by Law so long as Novartis and its Affiliates have previously provided copies of such books and records pursuant to clause (i) of this Clause 2.2(m); and (n) any Inventory (except as provided in the Supply Agreement).