Common use of Certain Ancillary Agreements Clause in Contracts

Certain Ancillary Agreements. (a) Prior to the date hereof, Purchaser Parent has delivered to Seller Parent true and complete copies of all Purchaser Ancillary Agreements currently in effect (and within forty-five (45) days following the date hereof shall provide Seller Parent with true and complete copies of any other material Purchaser Related Party Contracts to the extent not previously provided). Following the date hereof, the Parties will discuss, cooperate and negotiate reasonably and in good faith to cause to be prepared reasonably in advance of the Closing, and in any event to be finalized within one hundred and twenty (120) days following the date hereof, forms of each of the following: (i) a transition services agreement with respect to the provision of certain services on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (and, to the extent reasonably requested by Seller Parent, a reciprocal reverse transition services agreement with respect to the provision of services by Purchaser and its Subsidiaries to Seller Parent and its Affiliates relating to any Excluded Assets that are not transferred out of the Conveyed Subsidiaries or their Subsidiaries prior to the Closing, if any) (the “Transition Services Agreement”), (ii) a cross-license agreement with respect to the license of certain Intellectual Property related to and used in the Business to Purchaser and its Subsidiaries and certain Business IP related to and used in the Retained Businesses to Seller Parent and its Affiliates (the “Intellectual Property License Agreement”), (iii) a manufacturing and supply agreement with respect to the supply of certain Products manufactured at Retained Facilities by Seller Parent, or certain of its Affiliates, to Purchaser, or certain of its Subsidiaries (the “Manufacturing and Supply Agreement (Seller Parent as Supplier)”), (iv) a manufacturing and supply agreement with respect to the supply of certain products commercialized by the Retained Businesses that are manufactured at the Facilities by Purchaser, or certain of its Subsidiaries, to Seller Parent, or certain of its Affiliates (the “Manufacturing and Supply Agreement (Purchaser as Supplier)”), (v) Intellectual Property assignment agreements with respect to the assignment of Seller Parent’s and its Subsidiaries’ right, title and interest in the Business IP in accordance with this Agreement to Purchaser and its Subsidiaries (the “IP Assignment Agreements”), (vi) a transitional trademark license agreement with respect to the license of certain Trademarks on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (the “Transitional Trademark License Agreement”), (vii) a safety data exchange agreement to govern the provision and safeguarding of certain information provided pursuant to this Agreement in a manner compliant with applicable Law (the “Safety Data Exchange Agreement”), and (viii) the Local Implementing Agreements (the forms of each of the agreements described in the foregoing clauses (i) through (viii), collectively the “Form Ancillary Agreements”). The Parties agree that the Form Ancillary Agreements shall be prepared substantially based on the Form Ancillary Agreements previously provided by Seller Parent to Purchaser Parent appended hereto as Exhibit F and the Parties shall negotiate in good faith those terms that were not agreed to as reflected in Purchaser Parent’s responses to such, which are appended hereto as Exhibit G. The Manufacturing and Supply Agreement (Purchaser as Supplier) and the Manufacturing and Supply Agreement (Seller Parent as Supplier) shall be negotiated in accordance with the specific terms and principles set forth on Section 6.14 of the Seller Disclosure Letter. The terms of such Form Ancillary Agreements shall in each case be consistent with the terms of this Agreement. (b) At the Closing, Purchaser Parent, Purchaser and Seller Parent, as applicable, shall enter into, execute and deliver, or cause their applicable Affiliates to enter into, execute and deliver, each Form Ancillary Agreement, a shareholders agreement substantially in the form set forth in Exhibit C (the “Purchaser Shareholders Agreement”), and a Structuring Considerations Agreement substantially in the form set forth in Exhibit D (the “Structuring Considerations Agreement”). (c) Promptly after the date hereof, Seller Parent and Purchaser Parent shall reasonably cooperate to discuss the service charges in the Support Services Agreement, dated as of March 2, 2015, by and between GlaxoSmithKline Services Unlimited and Purchaser, as amended, and to provide details on such charges to ensure a reasonable methodology is being applied. (d) Promptly after the date here, the Seller Parent and Purchaser Parent shall negotiate a lease agreement and related documentation in accordance with the terms set forth on Section 6.14(d) of the Seller Disclosure Letter (the “Lease Agreement”).

Certain Ancillary Agreements. The parties hereto covenant with each other that they shall do the following, cause their Affiliates to do the following, or in the case of a parent company not controlled by the party hereto, represent and warrant that their respective parents have agreed to do the following: (a) Prior to the date hereof, Purchaser Parent has delivered to Seller Parent true and complete copies of all Purchaser Ancillary Agreements currently in effect (and within forty-five (45) days following the date hereof shall provide Seller Parent with true and complete copies of any other material Purchaser Related Party Contracts to the extent not previously provided). Following the date hereof, the Parties will discuss, cooperate and negotiate reasonably and in good faith to cause to be prepared reasonably in advance of the Closing, and in any event to be finalized within one hundred and twenty (120) days following the date hereof, forms of each of the following: (i) a transition services agreement with respect to the provision of certain services on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (and, to the extent reasonably requested by Seller Parent, a reciprocal reverse transition services agreement with respect to the provision of services by Purchaser and its Subsidiaries to Seller Parent and its Affiliates relating to any Excluded Assets that are not transferred out of the Conveyed Subsidiaries or their Subsidiaries prior to the Closing, if any) (the “Transition Services Agreement”), (ii) a cross-license agreement with respect to the license of certain Intellectual Property related to and used in the Business to Purchaser and its Subsidiaries and certain Business IP related to and used in the Retained Businesses to Seller Parent and its Affiliates (the “Intellectual Property License Agreement”), (iii) a manufacturing and supply agreement with respect to the supply of certain Products manufactured at Retained Facilities by Seller Parent, or certain of its Affiliates, to Purchaser, or certain of its Subsidiaries (the “Manufacturing and Supply Agreement (Seller Parent as Supplier)”), (iv) a manufacturing and supply agreement with respect to the supply of certain products commercialized by the Retained Businesses that are manufactured at the Facilities by Purchaser, or certain of its Subsidiaries, to Seller Parent, or certain of its Affiliates (the “Manufacturing and Supply Agreement (Purchaser as Supplier)”), (v) Intellectual Property assignment agreements with respect to the assignment of Seller Parent’s and its Subsidiaries’ right, title and interest in the Business IP in accordance with this Agreement to Purchaser and its Subsidiaries (the “IP Assignment Agreements”), (vi) a transitional trademark license agreement with respect to the license of certain Trademarks on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (the “Transitional Trademark License Agreement”), (vii) a safety data exchange agreement to govern the provision and safeguarding of certain information provided pursuant to this Agreement in a manner compliant with applicable Law (the “Safety Data Exchange Agreement”), and (viii) the Local Implementing Agreements (the forms of each of the agreements described in the foregoing clauses (i) through (viii), collectively the “Form Ancillary Agreements”). The Parties agree that the Form Ancillary Agreements shall be prepared substantially based on the Form Ancillary Agreements previously provided by Seller Parent to Purchaser Parent appended hereto as Exhibit F VRI and the Parties shall negotiate in good faith those terms that were not agreed to as reflected in Purchaser Parent’s responses to such, which are appended hereto as Exhibit G. The Manufacturing and Supply Agreement (Purchaser as Supplier) and the Manufacturing and Supply Agreement (Seller Parent as Supplier) shall be negotiated in accordance with the specific terms and principles set forth on Section 6.14 of the Seller Disclosure Letter. The terms of such Form Ancillary Agreements shall in each case be consistent with the terms of this Agreement. (b) At the Closing, Purchaser Parent, Purchaser and Seller Parent, as applicable, Partnership shall enter into, execute into the Gas Purchase and deliver, or cause their applicable Affiliates to enter into, execute and deliver, each Form Ancillary Agreement, a shareholders agreement substantially in the form set forth in Exhibit C (the “Purchaser Shareholders Agreement”), and a Structuring Considerations Sale Agreement substantially in the form set forth attached hereto as Exhibit 7.6(a) and a Gas Accounting Services Agreement in Exhibit D a form satisfactory to the parties at (and subject to the “Structuring Considerations occurrence of) the First Closing; (b) the Partnership, SEI Holdings and its Affiliates (as necessary) and VRI and its Affiliates (as necessary) shall enter into a Technology Licensing and Transfer Agreement”). (c) Promptly after the date hereof, Seller Parent Partnership and Purchaser Parent the employees listed on Exhibit 7.6(c)(i) shall reasonably cooperate have entered into Employment Agreements satisfactory to discuss the service charges in Partnership and such employees on or prior to the Support Services Agreement, dated as First Closing (but effective subject to the occurrence of March 2, 2015, by and between GlaxoSmithKline Services Unlimited and Purchaser, as amended, and to provide details on such charges to ensure a reasonable methodology is being applied.the Second Closing); (d) Promptly after the date herePartnership, the Seller Parent General Partner and Purchaser Parent Southern Company and its Affiliates shall negotiate enter into a lease agreement and related documentation in accordance with Service Mark Xxxense Agreement relating to the terms set forth on Section 6.14(d) use of the Seller Disclosure Letter name "Southern Company" and the Partnership and the General Partner and VRI shall enter into a Service Mark Xxxense Agreement relating to the use of the name "Vastar" and the required use of the tagline "A Vastar Partnership" as part of the Partnership's identity, both in forms satisfactory to the parties at (and subject to the “Lease Agreement”).occurrence of) the First Closing; (e) the Partnership, the General Partner and SEI Holdings and VRI and their Affiliates shall enter into the Secondment Agreements in forms satisfactory to the parties at (and subject to the occurrence of) the First Closing; (f) the Partnership, the General Partner and SEI Holdings and VRI and their Affiliates shall enter into the Transfer Restriction Agreement substantially in the form attached hereto as Exhibit 7.6(f) at (and subject to the occurrence of) the First Closing; (g) SEI Holdings, VRI and the Partnership shall enter into an Indemnity and Contribution Agreement in a form satisfactory to the parties at (and subject to the occurrence of) the First Closing;

Certain Ancillary Agreements. (a) Prior to the date hereofThe Primary Parties and, Purchaser Parent has delivered to Seller Parent true and complete copies of all Purchaser Ancillary Agreements currently in effect (and within forty-five (45) days following the date hereof shall provide Seller Parent with true and complete copies of any other material Purchaser Related Party Contracts to the extent not previously provided). Following applicable, the relevant EMEA Sellers, shall use their commercially reasonable efforts to: (i) promptly negotiate in good faith with the relevant contract manufacturers and finalize the terms of the Contract Manufacturing Inventory Agreements based on the term sheet attached hereto as Exhibit F; (ii) promptly negotiate in good faith with the LGN Joint Venture the LGN Distribution Agreement; and (iii) promptly negotiate in good faith with NN Turkey the NN Turkey Agreements. (b) The Parties and the EMEA Sellers acknowledge that, as of the date hereof, the Business entertains several bilateral relationships with other businesses, business segments or divisions (or former businesses, business segments or divisions) of certain Sellers or their Affiliates for the supply and/or development of products and services (including certain CVAS Products and CVAS Services). To the extent such relationships are required to be in place in order to fulfill customer commitments existing as of the Closing Date and which will continue thereafter (for the duration of any individual customer contract including frame contracts), the Primary Parties will discussand the relevant EMEA Sellers shall use their commercially reasonable efforts to negotiate, cooperate and negotiate reasonably and in good faith or to cause to be prepared reasonably negotiated, in advance good faith, commercially reasonable terms in order to address the interdependencies among current and former businesses of the ClosingSellers set forth on Exhibit 5.23, including through one or more Mutual Development and Support Agreements, supply agreements, or other appropriate commercial arrangements; provided, that, Sellers shall keep Purchaser informed regarding the negotiation of such agreements between Sellers’ business units or between Sellers and Third Parties, which agreements, in each case, relate to CVAS Products or CVAS Services, and Seller shall use reasonable efforts to consult with Purchaser with respect to such agreements. The Primary Parties shall also use their commercially reasonable efforts to negotiate in any event good faith the Subcontract Agreement pursuant to be finalized within one hundred which the seller will subcontract to Purchaser the rights and twenty (120) days following the date hereof, forms of each obligations of the following: Sellers under Retained Contracts. Notwithstanding the above, on or prior to the Closing Date, the Purchaser will enter into (i) a transition services development and support agreement with respect to the provision of certain services on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (and, to the extent reasonably requested by Seller Parent, a reciprocal reverse transition services agreement with respect to the provision of services by Purchaser and its Subsidiaries to Seller Parent and its Affiliates relating to any Excluded Assets that are not transferred out of the Conveyed Subsidiaries or their Subsidiaries prior to the Closing, if any) (the “Transition Services Agreement”), (ii) a cross-license supply agreement with Ericsson AB, related to the CDMA and GSM interdependencies and with Kapsch related to the GSM interdependencies set forth on Exhibit 5.23, substantially similar to the forms of the agreements previously disclosed to the Purchaser with respect to CDMA and in forms of agreements substantially similar to the license of certain Intellectual Property related CDMA agreements with respect to agreements relating to GSM interdependencies. The Purchaser will assume all obligations under any warranty liabilities relating to CVAS Products and used CVAS Services which have been supplied under such agreements mentioned in the Business to Purchaser and its Subsidiaries and certain Business IP related to and used in immediately preceding sentence. For the Retained Businesses to Seller Parent and its Affiliates (avoidance of doubt, other than the “Intellectual Property License Agreement”), (iii) a manufacturing the Transition Services Agreement, the Loaned Employee Agreement, and supply agreement with respect to the supply of certain Products manufactured at Retained Facilities by Seller Parent, or certain of its Affiliates, to Purchaser, or certain of its Subsidiaries (Real Estate Agreements and the “Manufacturing and Supply Agreement (Seller Parent as Supplier)”), (iv) a manufacturing and supply agreement with respect to the supply of certain products commercialized by the Retained Businesses that are manufactured at the Facilities by Purchaser, or certain of its Subsidiaries, to Seller Parent, or certain of its Affiliates (the “Manufacturing and Supply Agreement (Purchaser as Supplier)”), (v) Intellectual Property assignment agreements with respect to the assignment of Seller Parent’s CDMA and its Subsidiaries’ right, title and interest GSM interdependencies mentioned in the Business IP in accordance with this Agreement to Purchaser and its Subsidiaries (the “IP Assignment Agreements”Section 5.23(b), (vi) the failure to execute and deliver at Closing any of the Ancillary Agreements shall not be deemed a transitional trademark license agreement with respect to the license failure of certain Trademarks on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (the “Transitional Trademark License Agreement”), (vii) a safety data exchange agreement to govern the provision and safeguarding of certain information provided pursuant any condition precedent to this Agreement in a manner compliant with applicable Law (the “Safety Data Exchange Agreement”), and (viii) the Local Implementing Agreements (the forms of each of the agreements described in the foregoing clauses (i) through (viii), collectively the “Form Ancillary Agreements”). The Parties agree that the Form Ancillary Agreements shall be prepared substantially based on the Form Ancillary Agreements previously provided by Seller Parent or allow any Party to Purchaser Parent appended hereto as Exhibit F and the Parties shall negotiate in good faith those terms that were not agreed to as reflected in Purchaser Parent’s responses to such, which are appended hereto as Exhibit G. The Manufacturing and Supply Agreement (Purchaser as Supplier) and the Manufacturing and Supply Agreement (Seller Parent as Supplier) shall be negotiated in accordance with the specific terms and principles set forth on Section 6.14 of the Seller Disclosure Letter. The terms of such Form Ancillary Agreements shall in each case be consistent with the terms of terminate this Agreement. (b) At the Closing, Purchaser Parent, Purchaser and Seller Parent, as applicable, shall enter into, execute and deliver, or cause their applicable Affiliates to enter into, execute and deliver, each Form Ancillary Agreement, a shareholders agreement substantially in the form set forth in Exhibit C (the “Purchaser Shareholders Agreement”), and a Structuring Considerations Agreement substantially in the form set forth in Exhibit D (the “Structuring Considerations Agreement”). (c) Promptly after the date hereof, Seller Parent and Purchaser Parent shall reasonably cooperate to discuss the service charges in the Support Services Agreement, dated as of March 2, 2015, by and between GlaxoSmithKline Services Unlimited and Purchaser, as amended, and to provide details on such charges to ensure a reasonable methodology is being applied. (d) Promptly after the date here, the Seller Parent and Purchaser Parent shall negotiate a lease agreement and related documentation in accordance with the terms set forth on Section 6.14(d) of the Seller Disclosure Letter (the “Lease Agreement”).

Certain Ancillary Agreements. (a) Prior to the date hereofThe Primary Parties and, Purchaser Parent has delivered to Seller Parent true and complete copies of all Purchaser Ancillary Agreements currently in effect (and within forty-five (45) days following the date hereof shall provide Seller Parent with true and complete copies of any other material Purchaser Related Party Contracts to the extent not previously provided). Following applicable, the relevant EMEA Sellers, shall use their reasonable best efforts to: (i) negotiate in good faith with the relevant contract manufacturers to finalize the terms of the Contract Manufacturing Inventory Agreements based on the term sheet attached hereto as Exhibit E; (ii) negotiate in good faith with the LGN Joint Venture the LGN/Korea Distribution Agreement and the LGN/Korea Supply Agreement, subject to the Sellers’ production of sufficient information on the relevant entities and documents; and (iii) negotiate in good faith with Uni-Nortel the Uni-Nortel Distribution Agreement, subject to the Sellers’ production of sufficient information on the relevant entities and documents. (b) The Parties and the EMEA Sellers acknowledge that, as of the date hereof, the Business entertains several bilateral relationships with other businesses, business segments or divisions of certain Sellers for the supply and/or development of products and services (including certain Products and Services). To the extent such relationships are required to be in place in order to fulfill customer commitments existing as of the Closing Date and which will continue thereafter (for the duration of any individual customer contract including frame contracts), the Primary Parties will discussand the relevant EMEA Sellers shall use their reasonable best efforts to negotiate, cooperate and negotiate reasonably and in good faith or to cause to be prepared reasonably negotiated, in advance of good faith commercially reasonable terms in order to address the Closinginterdependencies among businesses set forth in Exhibit L, including through a potential Mutual Development Agreement, Purchaser Supply Agreement, Seller Supply Agreement or other appropriate commercial arrangements, and in any event to be finalized within one hundred and twenty (120) days following the date hereof, forms of each of the following: (i) a transition services agreement with respect taking into account options available to the provision of certain services on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (and, to the extent reasonably requested by Seller Parent, a reciprocal reverse transition services agreement with respect to the provision of services by Purchaser and its Subsidiaries to Seller Parent and its Affiliates relating to any Excluded Assets that are not transferred out of the Conveyed Subsidiaries or their Subsidiaries prior to the Closing, if any) (the “Transition Services Agreement”), (ii) a cross-license agreement with respect to the license of certain Intellectual Property related to and used in the Business to Purchaser and its Subsidiaries and certain Business IP related to and used in the Retained Businesses to Seller Parent and its Affiliates (the “Intellectual Property License Agreement”), (iii) a manufacturing and supply agreement with respect to the supply of certain Products manufactured at Retained Facilities by Seller Parent, or certain of its Affiliates, to Purchaser, or certain of its Subsidiaries (the “Manufacturing and Supply Agreement (Seller Parent as Supplier)”), (iv) a manufacturing and supply agreement with respect to the supply of certain products commercialized by the Retained Businesses that are manufactured at the Facilities by Purchaser, or certain of its Subsidiaries, to Seller Parent, or certain of its Affiliates (the “Manufacturing and Supply Agreement (Purchaser as Supplier)”), (v) Intellectual Property assignment agreements with respect to the assignment of Seller Parent’s and its Subsidiaries’ right, title and interest in the Business IP in accordance with this Agreement to Purchaser and its Subsidiaries (the “IP Assignment Agreements”), (vi) a transitional trademark license agreement with respect to the license of certain Trademarks on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (the “Transitional Trademark License Agreement”), (vii) a safety data exchange agreement to govern the provision and safeguarding of certain information provided pursuant to this Agreement in a manner compliant with applicable Law (the “Safety Data Exchange Agreement”), and (viii) the Local Implementing Agreements (the forms of each of the agreements described in the foregoing clauses (i) through (viii), collectively the “Form Ancillary Agreements”)Primary Parties. The Parties agree that the Form Ancillary Agreements shall be prepared substantially based on the Form Ancillary Agreements previously provided by Seller Parent to Purchaser Parent appended hereto as Exhibit F and the Primary Parties shall also use their reasonable best efforts to negotiate in good faith those terms that were not agreed to as reflected in Purchaser Parent’s responses to such, which are appended hereto as Exhibit G. The Manufacturing and Supply Agreement (Purchaser as Supplier) and the Manufacturing and Supply Agreement (Seller Parent as Supplier) shall be negotiated in accordance with the specific terms and principles set forth on Section 6.14 of the Seller Disclosure Letter. The terms of such Form Ancillary Agreements shall in each case be consistent with the terms of this Agreement. (b) At the Closing, Purchaser Parent, Purchaser and Seller Parent, as applicable, shall enter into, execute and deliver, or cause their applicable Affiliates to enter into, execute and deliver, each Form Ancillary Agreement, a shareholders agreement substantially in the form set forth in Exhibit C (the “Purchaser Shareholders Agreement”), and a Structuring Considerations Agreement substantially in the form set forth in Exhibit D (the “Structuring Considerations Agreement”)Subcontract Agreements. (c) Promptly after On or before the date hereofClosing, Seller Parent and Purchaser Parent the relevant Parties shall reasonably cooperate to discuss enter into the service charges in the Support Transition Services Agreement, dated as of March 2the Intellectual Property License Agreement and the Trademark License Agreement, 2015, by and between GlaxoSmithKline Services Unlimited and Purchaser, as amended, and to provide details on such charges to ensure a reasonable methodology is being appliedeach in the form attached hereto. (d) Promptly after Within the earlier of (i) one hundred and five (105) days from the date herehereof or (ii) thirty (30) Business Days prior to the Closing Date, the Seller Parent and Purchaser Parent relevant Parties shall negotiate a lease agreement and related documentation enter into the Loaned Employee Agreement in accordance with the terms set forth on Section 6.14(d) of the Seller Disclosure Letter (the “Lease Agreement”).form attached hereto as Exhibit J.

Certain Ancillary Agreements. The Primary Parties shall use their commercially reasonable efforts to: (a) Prior to the date hereof, Purchaser Parent has delivered to Seller Parent true and complete copies of all Purchaser Ancillary Agreements currently in effect (and within forty-five (45) days following the date hereof shall provide Seller Parent with true and complete copies of any other material Purchaser Related Party Contracts to the extent not previously provided). Following the date hereof, the Parties will discuss, cooperate and promptly negotiate reasonably and in good faith to cause to be prepared reasonably in advance with the relevant contract manufacturers and finalize the terms of the Closing, and Contract Manufacturing Inventory Agreements based on the term sheet attached hereto as Exhibit 1.1; (b) promptly negotiate in any event to be finalized within one hundred and twenty (120) days following good faith with the date hereof, forms of each of the following: (i) a transition services agreement LGN Joint Venture with respect to the provision of certain services on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries LGN/Korea Distribution Agreement; (and, to the extent reasonably requested by Seller Parent, a reciprocal reverse transition services agreement c) promptly negotiate in good faith with NETAS with respect to the provision of services by Purchaser and its Subsidiaries to Seller Parent and its Affiliates relating to any Excluded Assets that are not transferred out of NETAS Distribution Agreement; (d) negotiate in good faith with the Conveyed Subsidiaries or their Subsidiaries prior to the Closing, if any) (the “Transition Services Agreement”), (ii) a cross-license agreement relevant counterparties with respect to the license of certain Intellectual Property related to Mutual Development Agreement, the Seller Supply Agreement, the NGS Distribution Agreement and used the EFA Development Agreement; (e) negotiate in the Business to Purchaser and its Subsidiaries and certain Business IP related to and used in the Retained Businesses to Seller Parent and its Affiliates (the “Intellectual Property License Agreement”), (iii) a manufacturing and supply agreement good faith with respect to any Subcontract Agreement; (f) on or before the supply of certain Products manufactured at Retained Facilities by Seller Parent, or certain of its Affiliates, to Purchaser, or certain of its Subsidiaries (the “Manufacturing Closing and Supply Agreement (Seller Parent as Supplier)”), (iv) a manufacturing and supply agreement with respect subject to the supply completion prior to Closing of certain products commercialized by the Retained Businesses that are manufactured at the Facilities by Purchaser, or certain negotiation of its Subsidiaries, to Seller Parent, or certain of its Affiliates (the “Manufacturing and Supply Agreement (Purchaser as Supplier)”), (v) Intellectual Property assignment agreements with respect each such agreement to the assignment mutual satisfaction of each party thereto, enter into the Contract Manufacturing Inventory Agreements, the LGN/Korea Distribution Agreement and the NETAS Distribution Agreement, the Mutual Development Agreement, the Seller Parent’s Supply Agreement, the NGS Distribution Agreement and its Subsidiaries’ rightthe EFA Development Agreement, title each as negotiated and interest in the Business IP in accordance with this Agreement to Purchaser and its Subsidiaries (the “IP Assignment Agreements”), (vi) a transitional trademark license agreement with respect to the license of certain Trademarks on a transitional basis following the Closing by Seller Parent, or certain of its Affiliates, to Purchaser and its Subsidiaries (the “Transitional Trademark License Agreement”), (vii) a safety data exchange agreement to govern the provision and safeguarding of certain information provided finalized pursuant to this Agreement in a manner compliant with applicable Law (Section 5.25; and Notwithstanding the “Safety Data Exchange Agreement”)foregoing, and (viii) the Local Implementing Agreements (the forms of each Primary Parties shall have no obligation to enter into any of the agreements described in the foregoing clauses (i) through (viii)this Section 5.25 unless each of them are satisfied, collectively the “Form Ancillary Agreements”). The Parties agree that the Form Ancillary Agreements shall be prepared substantially based on the Form Ancillary Agreements previously provided by Seller Parent to Purchaser Parent appended hereto as Exhibit F in their sole and the Parties shall negotiate in good faith those terms that were not agreed to as reflected in Purchaser Parent’s responses to such, which are appended hereto as Exhibit G. The Manufacturing and Supply Agreement (Purchaser as Supplier) and the Manufacturing and Supply Agreement (Seller Parent as Supplier) shall be negotiated in accordance with the specific terms and principles set forth on Section 6.14 of the Seller Disclosure Letter. The terms of such Form Ancillary Agreements shall in each case be consistent absolute discretion with the terms thereof and it shall not be a breach of this Agreement. (b) At the Closing, Purchaser Parent, Purchaser and Seller Parent, as applicable, shall enter into, execute and deliver, or cause their applicable Affiliates Agreement to fail to enter intointo such agreements before, execute and deliver, each Form Ancillary Agreement, a shareholders agreement substantially in the form set forth in Exhibit C (the “Purchaser Shareholders Agreement”), and a Structuring Considerations Agreement substantially in the form set forth in Exhibit D (the “Structuring Considerations Agreement”). (c) Promptly on or after the date hereofClosing Date; provided however, that the Parties acknowledge that the failure to enter into any such Agreement shall not be deemed a failure of any condition precedent to any Party’s obligations hereunder. In the event that the Purchaser is unable prior to the Closing to negotiate terms and conditions for the Seller Parent and Purchaser Parent shall reasonably cooperate Supply Agreement that are satisfactory to discuss the service charges it in the Support Services Agreement, dated as of March 2, 2015, by and between GlaxoSmithKline Services Unlimited and Purchaser, as amended, and to provide details on such charges to ensure a reasonable methodology is being applied. (d) Promptly after the date hereits sole discretion, the Seller Parent and Purchaser Parent shall negotiate a lease agreement and related documentation in accordance with may by written notice to the terms set forth on Section 6.14(d) Sellers given by January 18, 2010 elect to require that the Sellers purchase such amount of the components and other products intended to be supplied under the Seller Disclosure Letter (Supply Agreement and such components and other products shall be transferred to the “Lease Agreement”)Purchaser as part of the Owned Inventory hereunder.