Common use of France Business Clause in Contracts

France Business. Notwithstanding any other provision of this Agreement, this Agreement shall not constitute a binding agreement by a Seller to sell or purchase its France Business, provided that: 14.1.1 in the event that a France Put Option Exercise occurs before Closing, this Clause 14.1 (other than this Clause 14.1.1) shall terminate and shall cease to have effect, and the sale and purchase of the relevant France Business shall be subject to the terms of this Agreement as if it had been with effect from the date of this Agreement; 14.1.2 in the event that a France Put Option Exercise does not occur before Closing: (i) the provisions of Clauses 2, 6 and 9 (the “Disapplied Provisions”) shall not apply to the relevant France Business; (ii) prior to the relevant France Closing, the provisions of Schedule 7 and Schedule 8 (the “Suspended Provisions”) shall not apply to the relevant France Business; and (iii) in respect of the Disapplied Provisions and, prior to the relevant France Closing, the Suspended Provisions only: (a) the term “Contributed Business” shall be deemed to exclude the relevant France Business; (b) the term “Target Group Companies” shall be deemed to exclude, in the case of Novartis, Novartis Santé Familiale S.A.S. and, in the case of GlaxoSmithKline, any Target Group Companies that relate to its France Business; (c) Target Group Businesses shall be deemed to exclude, in the case of GlaxoSmithKline only, its France Business; (d) the term “Assumed Liabilities” shall be deemed to exclude the relevant France Assumed Liabilities; and (e) the term “Employees” shall be deemed to exclude the relevant France Employees; 14.1.3 with effect from a France Closing, the Suspended Provisions shall apply to the France Business mutatis mutandis save that in respect of the Suspended Provisions only (A) the term “Closing” shall be deemed to refer to that France Closing and (B) the term “Closing Date” shall be deemed to refer to the date of that France Closing; 14.1.4 the parties shall negotiate in good faith to agree any amendments to this Agreement and any Ancillary Agreements as are required in order to give effect to the principles set forth in this Clause 14.1 for the purposes of complying with the information and consultation requirements in respect of the relevant works council(s) in respect of GlaxoSmithKline’s France Business (in the case of GlaxoSmithKline) and the Délégation Unique du Personnel (being the relevant works council in respect of Novartis France Business) (in the case of Novartis); and 14.1.5 the provisions of Clause 8 shall apply to the relevant France Business as if the remaining provisions of this Clause 14.1 did not have any force or effect.

France Business. Notwithstanding any other provision of this Agreement, this Agreement shall not constitute a binding agreement by a Seller to sell or purchase its the France Business, provided that: 14.1.1 (a) in the event that a the France Put Option Exercise occurs before Closing, this Clause 14.1 Section 11.10 (other than this Clause 14.1.1clause (a)) shall terminate and shall cease to have effect, and the sale and purchase of the relevant France Business shall be subject to the terms of this Agreement as if it had been with effect from the date of this Agreement; 14.1.2 (b) in the event that a the France Put Option Exercise does not occur before Closing: (i) the provisions of Clauses 2Sections 2.01, 6 2.02, 2.04 and 9 2.05 (the “Disapplied Provisions”) and, prior to the France Closing only, Sections 6.08 and 6.17 (the Suspended Provisions), shall not apply to the relevant France Business; (ii) prior to the relevant France Closing, the provisions of Schedule 7 and Schedule 8 (the “Suspended Provisions”) shall not apply to the relevant France Business; and (iii) in respect of the Disapplied Provisions and, prior to the relevant France ClosingClosing only, the Suspended Provisions only: Provisions, (aA) the term “Contributed Business” shall be deemed to exclude the relevant France Business; , (bB) the term “Target Group CompaniesTransferred Subsidiaries” shall be deemed to exclude, in the case of Novartis, exclude Novartis Santé Familiale S.A.S. andAnimale S.A.S, in (C) the case of GlaxoSmithKline, any Target Group Companies that relate to its France Business; (c) Target Group Businesses term “Asset Transferred Real Property” shall be deemed to excludeexclude any real property located in France, in the case of GlaxoSmithKline only, its France Business; (dD) the term “Assumed Liabilities” shall be deemed to exclude the relevant France Assumed Liabilities; and Liabilities and (eD) the term “Transferred Subsidiary Employees” shall be deemed to exclude the relevant France Employees; 14.1.3 (iii) with effect from a the France Closing, the Suspended Provisions shall apply to the France Business mutatis mutandis save except that in respect of the Suspended Provisions only (A) the term “Closing” shall be deemed to refer to that the France Closing and (B) the term “Closing Date” shall be deemed to refer to the date of that the France Closing;; and 14.1.4 (iv) the parties shall negotiate in good faith to agree any amendments to this Agreement and any the Ancillary Agreements as are may be required in order to give effect to the principles set forth in this Clause 14.1 for the purposes of complying with the information and consultation requirements in respect of the relevant works council(s) in respect of GlaxoSmithKline’s France Business (in the case of GlaxoSmithKline) and the Délégation Unique du Personnel (being the relevant works council in respect of Novartis France Business) (in the case of Novartis); and 14.1.5 the provisions of Clause 8 shall apply to the relevant France Business as if the remaining provisions of this Clause 14.1 did not have any force or effectSection 11.10.

France Business. Notwithstanding any other provision of this Agreement, this Agreement shall not constitute a binding agreement by a Seller to sell or purchase its France Business, provided that: 14.1.1 13.1.1 in the event that a France Put Option Exercise occurs before Closing, this Clause 14.1 (other than this Clause 14.1.1) shall terminate and shall cease to have effect, and the sale and purchase of the relevant France Business shall be subject to the terms of this Agreement as if it had been with effect from the date of this Agreement; 14.1.2 13.1.2 in the event that a France Put Option Exercise does not occur before Closing: (i) the provisions of Clauses 2, 6 and 9 (the “Disapplied Provisions”) shall not apply to the relevant France Business; (ii) prior to the relevant France Closing, the provisions of Schedule 7 and Schedule 8 (the “Suspended Provisions”) shall not apply to the relevant France Business; and (iii) in respect of the Disapplied Provisions and, prior to the relevant France Closing, the Suspended Provisions only: (a) the term “Contributed Business” shall be deemed to exclude the relevant France Business; (b) the term “Target Group Companies” shall be deemed to exclude, in the case of Novartis, Novartis Santé Familiale S.A.S. and, in the case of GlaxoSmithKline, any Target Group Companies that relate to its France Business; (c) Target Group Businesses shall be deemed to exclude, in the case of GlaxoSmithKline only, its France Business; (d) the term “Assumed Liabilities” shall be deemed to exclude the relevant France Assumed Liabilities; and (e) the term “Employees” shall be deemed to exclude the relevant France Employees; 14.1.3 13.1.3 with effect from a France Closing, the Suspended Provisions shall apply to the France Business mutatis mutandis save that in respect of the Suspended Provisions only (A) the term “Closing” shall be deemed to refer to that France Closing and (B) the term “Closing Date” shall be deemed to refer to the date of that France Closing; 14.1.4 13.1.4 the parties shall negotiate in good faith to agree any amendments to this Agreement and any Ancillary Agreements as are required in order to give effect to the principles set forth in this Clause 14.1 for the purposes of complying with the information and consultation requirements in respect of the relevant works council(s) in respect of GlaxoSmithKline’s France Business (in the case of GlaxoSmithKline) and the Délégation Unique du Personnel (being the relevant works council in respect of Novartis France Business) (in the case of Novartis); and 14.1.5 13.1.5 the provisions of Clause 8 shall apply to the relevant France Business as if the remaining provisions of this Clause 14.1 did not have any force or effect.