Common use of Without prejudice to the generality of Clause Clause in Contracts

Without prejudice to the generality of Clause. 5.1.1, except (i) in so far as contemplated in this agreement, (ii) as may be reasonably necessary in connection with the Disentanglement or the Transaction, as set out in the Disclosed Information to the extent disclosed as set out in Clause 9.1.3, (iii) as may be necessary to comply with applicable Law, or (iv) as agreed or consented to by the Purchasers (such consent not to be unreasonably withheld or delayed), the Seller shall procure that between Signing and Completion the relevant member of the Seller’s Group will not take any action or decision in respect of the Business or any Target Group Company to: (a) create, allot or issue, or allow to be created, allotted or issued, any share capital of any Target Group Company or issue any instruments to a Person other than a Target Group Company that give the right to obtain shares in the relevant Target Group Company; (b) acquire or agree to acquire any share(s) or other interest, or make any capital contributions to or investments in any Person (other than a Target Group Company); (c) make any loan other than in the ordinary course of business to any Person (other than a Target Group Company); (d) incur any borrowings from Third Parties in excess of USD 2,500,000 (two million five hundred thousand US dollars) (or its equivalent in any other currency) other than in the ordinary course of business; (e) enter into agreements in which the Target Group Companies provide a surety or undertake joint and several liability, or provide security for the debt of any Third Party or any member of the Seller’s Group (excluding the Target Group Companies); (f) repay, redeem or repurchase, or allow to be repaid, redeemed or repurchased, any share capital of any Target Group Company to a Person other than the Target Group Companies; (g) create any Encumbrance (other than Permitted Encumbrances) over any material part of the Business; (h) enter into any Business Contracts outside the ordinary course of business; (i) terminate or amend any Business Contracts which, if terminated or amended, would have a material adverse effect on the Business; 15 / 52 (j) sell, transfer, let, lease, encumber, or license any material part of the Business Assets or the Transferred Properties other than in the ordinary course of business;

Without prejudice to the generality of Clause. 5.1.15.1.1 and subject to Clause 5.2, the Seller undertakes to procure that, between the date of this Agreement and Closing in relation to the Flu Group, the Business Sellers and the relevant Flu Group Companies shall not, except (i) in so far as contemplated in this agreement, (ii) as may be reasonably necessary in connection with the Disentanglement or the Transaction, as set out in the Disclosed Information to the extent disclosed as set out in Clause 9.1.3, (iii) as may be necessary required to comply with applicable Lawthis Agreement, or (iv) as agreed or consented to by without the Purchasers prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), the Seller shall procure that between Signing ) and Completion the relevant member of the Seller’s Group will not take any action or decision in respect of the Business or any Target Group Company toso far as permitted by Applicable Law: (ai) amend or otherwise modify the constitutional documents of any Flu Group Company other than minor or administrative amendments or modifications which are not adverse to the Business; (ii) create, allot or issue, or allow grant an option to be created, allotted or issuedsubscribe for, any share capital of any Target Group Company or issue any instruments to a Person other than a Target Group Company that give the right to obtain shares in the relevant Target Flu Group Company; (biii) acquire repay, reduce, redeem or agree to acquire repurchase any share(s) or other interest, or make share capital of any capital contributions to or investments in any Person (other than a Target Flu Group Company; (iv) voluntarily wind up, dissolve or liquidate any Flu Group Company (or take any steps in relation to the same); (cv) enter into any agreement or incur any commitment, in each case involving any capital expenditure, which is in excess ofUS$5 million, exclusive of VAT; (vi) (A) enter into, or amend in any material respect, any material agreement relating to the Business, or incur any material commitment relating to the Business, which expires after 31 December 2015; or (B) make any loan material amendment to any existing material agreement relating to the Business, or any material commitment relating to the Business, which would result in such agreement expiring after 31 December 2015; unless such agreement or commitment is capable of being terminated without compensation at any time with 12 months’ notice or less, or where such agreement or commitment is entered into or amended in the ordinary course of business, or relates to the Employees (subject to Clauses 5.1.2(xvii) to 5.1.2(xxiii) inclusive). This Clause 5.1.2(vi) shall not apply to entering into, or amending in any material respect, any agreement, or incurring any material commitment, in relation to the sale by the Seller (or a member of the Seller’s Group) of all or any substantial part of the Seller’s Group Retained Business (including the Seller’s Group’s vaccines business (excluding the Business) and animal health business), provided that doing so would not materially prejudice the rights of the Purchaser under this Agreement; (vii) make any material amendment to (except where such amendment is in the ordinary and usual course of business), terminate or assign to any third party, any agreement relating to the Business (including any Transferred Contracts, US Government Contracts, Transferred Intellectual Property Contracts, Co-Owned Flu Group Intellectual Property Rights or relevant part of a Shared Business Contract) which: (a) obligates total annual expenditure in excess of US$5 million, exclusive of VAT, save to the extent that such obligation can be terminated by the Seller at its discretion for a cost of less than US$5 million; or (b) is otherwise material and necessary for the operation of the Business and for which the primary purpose of such contract relates to the licence or grant of, or settlement of a dispute relating to, Intellectual Property Rights (which, for the avoidance of doubt and without limitation, shall exclude any distribution agreements, customer contracts and supply contracts). This Clause 5.1.2(vii) shall not apply to making any material amendment to, terminating or assigning to any third party, any agreement, in relation to the sale by the Seller (or a member of the Seller’s Group) of all or any substantial part of the Seller’s Group Retained Business (including the Seller’s Group’s vaccines business (excluding the Business) and animal health business), provided that doing so would not materially prejudice the rights of the Purchaser under this Agreement); (viii) enter into any agreement (including any Transferred Contracts, US Government Contracts, Transferred Intellectual Property Contracts, Co-Owned Flu Group Intellectual Property Rights or relevant part of a Shared Business Contract) or incur any commitment relating to the Business which obligates the Seller (or a member of the Seller’s Group) to make total annual contract expenditure in excess of US$5 million (exclusive of VAT), save in respect of any agreement or commitment that expires on or before 31 December 2015 or that can be terminated by the Seller at its discretion for a cost of less than US$5 million. This Clause 5.1.2(viii) shall not apply to any agreement requiring contract expenditure, or incurring any commitment, in respect of which the Purchaser would be entitled to be fully indemnified on an undisputed basis pursuant to the terms of this Agreement; (ix) enter into any agreement (including any Transferred Contracts, US Government Contracts, Transferred Intellectual Property Contracts, Co-Owned Flu Group Intellectual Property Rights or relevant part of a Shared Business Contract) in relation to the Business whose primary purpose is the licence and/or transfer of Intellectual Property Rights or the settlement of Intellectual Property Rights disputes (in each case not including, by way of example, distribution or sales agreements) which: (a) have an annual or initial expenditure of US$1 million or more; or (b) would require the Purchaser after the Closing Date to pay any royalty in respect of: (A) the sale and manufacture of the MF59® adjuvant at any time; (B) the sale and manufacture of any seasonal flu product that is, as at the time of entering into such agreement, sold by the Business or reasonably expected to be sold by the Business within 18 months of the Closing Date; or (C) the sale and manufacture of a pandemic vaccine; (x) acquire, or agree to acquire, any material asset or material stocks, involving consideration, expenditure or liabilities in excess ofUS$5 million, exclusive of VAT; (xi) dispose of, or agree to dispose of, any material asset or material stock (other than any Excluded Asset) otherwise than in the ordinary course of business to business; (xii) acquire any Person share, shares or other interest in any company, partnership or other body corporate, or any business, other than any investment of US$2.5 million or less in any such company, partnership or other body corporate; (xiii) enter into any partnership or joint venture arrangement which involves investment by the Business or any Flu Group Company in excess of US$2.5 million; (xiv) create or grant any Encumbrance (other than a Target Permitted Encumbrance) on, over or affecting any Shares, Business, or any Business Assets or assets of any Flu Group Company); (d) incur any borrowings from Third Parties in excess of USD 2,500,000 (two million five hundred thousand US dollars) (or its equivalent in any other currency) , other than in the ordinary course of business; (exv) enter into agreements in which the Target Group Companies provide a surety or undertake joint and several liabilitydiscontinue, or provide security for cease operation, of all or any material part of the debt Business, other than ceasing any commercial relationships in the ordinary and usual course of business; (xvi) allow any Third Party Flu Group Company to make any loan (other than the granting of trade credit in the ordinary course of business or other loans in the ordinary course of business) to any person (other than to a member of the Seller’s Group); (xvii) allow any Flu Group Company to incur any additional borrowings other than: (a) the receipt of trade credit in the ordinary course of business (whether from a third party or a member of the Seller’s Group); (b) any borrowing from any member of the Seller’s Group; and (c) any third party indebtedness incurred by any Flu Group Company for general working capital purposes; (excluding xviii) offer to engage any employee in a role which is an executive committee role, or a direct report to an executive committee role and (in each case) at a base salary in excess of US$200,000 per annum (where such employee, would either be an employee of a member of the Target Seller’s Group Companiesworking wholly or mainly in the Business or an employee of a Flu Group Company working wholly or mainly in the Business); (fxix) repay, redeem or repurchase, or allow to be repaid, redeemed or repurchased, any share capital of any Target Group Company to a Person other than the Target Group Companies; (g) create any Encumbrance (other than Permitted Encumbrances) over any material part of the Business; (h) enter into any Business Contracts outside the ordinary course of business; (i) terminate or amend any Business Contracts which, if terminated or amended, would have a material adverse effect on the Business; 15 / 52 (j) sell, transfer, let, lease, encumber, or license any material part of the Business Assets or the Transferred Properties other than in the ordinary and usual course of business;, offer to engage any employee in any role not covered by Clause 5.1.2

Without prejudice to the generality of Clause. 5.1.1, except 5.1.1 and subject to (i) in so far as contemplated in this agreement, Clause 5.2 and (ii) the terms and conditions of the Group’s debt financing agreements, the Seller undertakes to procure that, between the date of this Agreement and Closing, each Group Company shall not, except as may be reasonably necessary in connection with the Disentanglement or the Transaction, as set out in the Disclosed Information required to the extent disclosed as set out in Clause 9.1.3, (iii) as may be necessary give effect to and to comply with applicable Lawthis Agreement, or (iv) as agreed or consented to by without the Purchasers (prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed), the Seller shall procure that between Signing and Completion the relevant member of the Seller’s Group will not take any action or decision in respect of the Business or any Target Group Company to: (ai) createacquire, allot transfer, lease, license or issue, or allow to be created, allotted or issued, any share capital otherwise dispose of any Target Group Company company, undertaking, group or issue any instruments to a Person business, other than for an individual transaction for a Target Group Company that give the right to obtain shares company/business operating in the relevant Target Group Companywater or coffee industries in excess of €1,000,000 per transaction and €5,000,000 in aggregate; (bii) acquire provide or agree to acquire receive any share(sservice otherwise than at market value and on an arm’s-length basis; (iii) enter into or other interestmake itself liable for any capital commitment (whether by way of purchase, lease, hire purchase or otherwise) which exceeds €1,000,000 (exclusive of VAT) on an individual basis; (iv) incorporate any new subsidiary or branch of the Group, or make undertake any capital contributions to Group reorganisation other than the strike-off/winding up of any dormant company or investments in any Person other minor restructuring undertaken for bona fide operational requirements; (v) form, enter into, terminate or withdraw from any partnership, consortium, joint venture or any other incorporated or unincorporated association; (vi) enter into, or increase or extend any liability under, any guarantee or indemnity (other than a Target Group Company(i) in the ordinary and usual course of trading or (ii) as envisaged by the Group’s debt finance agreements); (cvii) make amend, vary or waive any provision of, or terminate (or give notice to terminate), compromise or enforce its rights under, any of the Group’s debt finance agreements, or request any indulgence or waiver thereunder or take any action inconsistent therewith; (viii) adopt, amend or otherwise alter the annual budget or business plan of the Group or take any action materially inconsistent therewith save as is otherwise contemplated by the Transaction Documents; (ix) amend, vary, waive or breach any provision of, or enter into, fail to enforce or terminate (or give notice to terminate or commit a material or persistent breach of) any contract to which that Group Company is a party which either (i) constitutes a commitment in excess of €2,000,000; or (ii) is outside the ordinary and usual course of trading; (x) enter into any agreement which restricts its freedom to do business; (xi) make, increase or extend any loan or advance or grant any credit to anyone whomsoever (other than (i) trade credit in the ordinary and usual course of trading, (ii) advances made to employees either against expenses properly incurred by them on that Group Company’s behalf or in the ordinary and usual course of business, or (iii) to a wholly-owned subsidiary of the Company) or acquire any indebtedness owed by that Group Company or other third party to any lender; (xii) grant, create or allow to arise any Encumbrance over any of its assets (other than (i) charges arising by operation of law and/or in the ordinary and usual course of trading, or (ii) as envisaged by the Group’s debt finance agreements); (xiii) borrow any monies or incur any indebtedness or other financing liability other than (i) in accordance with the Group’s annual budget, (ii) trade credit in the ordinary and usual course of trading, (iii) pursuant to the Group’s debt finance agreements (including under any revolving facilities available to the Group in the ordinary course of business to any Person business), or (other than a Target Group Company); (div) incur any borrowings from Third Parties in excess of USD 2,500,000 (two million five hundred thousand US dollars) (signing new or its equivalent in any other currency) other than replacing existing finance leases in the ordinary course of business; (exiv) amend, vary, waiver or breach any provision of the Group’s debt financing agreements or transfer or assign any obligations of a Group Company under the Group’s debt financing agreements; (xv) enter into agreements or participate in which any discussions with existing or prospecting debt finance providers to the Target Group Companies provide a surety in connection with any actual or undertake joint and several liabilitypotential amendment, variation, waiver or breach of any provision of the Group’s debt financing agreements, or provide security a refinancing of the Group’s debt financing arrangements; (xvi) establish any bonus, profit sharing, share option or other incentive scheme (whether legally binding or not) for Senior Employees of the Group or vary any such scheme which has been established; (xvii) make any material changes to or make any discretionary payouts or payouts in excess of formula amounts calculated under the rules of such scheme any bonus, profit sharing, share option or other incentive scheme (whether legally binding or not) for Senior Employees; (xviii) enter into any transaction of whatsoever nature with or for the debt benefit of, or make any payment (other than a bona fide payment of emoluments for services rendered in accordance with the relevant service agreement) to, any Manager or any person connected with any Manager or repay to any Manager or any such connected person any loan outstanding from time to time from any Group Company prior to its due date for repayment (xix) the appointment, termination or material amendment to the terms of employment of any Third Party employee of, or the appointment, termination or material amendment to the terms of engagement of any other person whose services are or are to be provided to, any member of the SellerGroup whose base salary or the payment for whose services is to be or is in excess of €200,000 a year, or any variation of the remuneration or other benefits or terms of employment or engagement of any such person; (xx) establish or vary the terms of any pension or life insurance scheme save for minor amendments to existing plans or as required by law; (xxi) approve the transfer of any shares held by an employee benefit trust to any person or give any consent in connection with any share transfer; (xxii) other than (a) termination and replacement of the lease of the premises located at Xxxxxxxxxxx 00, Xxxxxx, (x) termination of the leases at Glil Yam, Hasata and Timna (each in Israel), and (c) entry into a new lease at Bat-Yam (also in Israel), acquire or dispose of any freehold or leasehold property with a value in excess of €750,000 other than the renewal of a rent contract which is renewed on similar terms (including a reasonable rent increase), grant or surrender a lease involving a gross rent in excess of €750,000 per annum in respect of such property or take or omit to take any action which could prejudice the continuation of any such lease; (xxiii) amend or waive any provision of its articles of association; (xxiv) vary the rights attaching to the Share or other securities issued by any Group Company; (xxv) make any increase or reduction or other alteration whatsoever (including by way of redemption, purchase, sub-division, consolidation or redesignation) of any Group Company’s share capital or grant any option to subscribe for or acquire shares in a Group Company or issue any other securities; (excluding xxvi) otherwise than as provided by the Target Transaction Documents, declare or pay any dividend or make any other distribution in respect of the profits, assets or reserves or in any other way reduce the reserves of the Group CompaniesCompany; (xxvii) give notice of or propose any resolution to wind up, file or make any petition, application or notice for the appointment or intended appointment of an administrator or liquidator or provisional liquidator or invite any person to appoint an administrative receiver or administrator, or any other steps towards the insolvency or liquidation of any Group Company other than the strike-off/winding up of any dormant company, or do anything similar or analogous to the matters described in this sub-paragraph (xxvii); (fxxviii) repaywithout prejudice to any right that the Seller’s parent undertaking may have to replace an existing nominee, redeem or repurchaseappoint, materially vary the terms of appointment of, or allow remove any person from the office of director or chairman to be repaid, redeemed or repurchased, any share capital of any Target Group Company to a Person other than the Target Group CompaniesCompany; (gxxix) create any Encumbrance (other than Permitted Encumbrances) over any material part of change the BusinessGroup’s auditors unless they shall at their own insistence resign or not seek re-appointment; (hxxx) make any change in the Group accounting reference date or (save as may be necessary to comply with changes in statements of standard accounting practice) its accounting policies; (xxxi) incorporate or liquidate any subsidiary undertaking or effect any hive-up, hive-down, merger, amalgamation, demerger, corporate reconstruction or group reorganisation; (xxxii) make or permit any material change in the nature or scope of the Group’s business; (xxxiii) factor or in any other way dispose of or encumber any of the book debts of a Group Company or enter into any Business Contracts invoice discounting arrangements or other forms of off-balance sheet financing, save as agreed in any general factoring plan of the Group; (xxxiv) initiate, discontinue or settle any litigation or arbitration proceedings where the amount claimed (either by or against it) together with any costs incurred (or likely to be incurred) by it in connection therewith exceeds €100,000 (exclusive of VAT) and where the proceedings do not relate to accounts receivable settlements in the ordinary course; (xxxv) grant or enter into any licence, agreement or arrangement outside the ordinary course of businessbusiness concerning any part of the name or trading names of any Group Company or the goodwill attaching to the same or any other part of the Group’s intellectual property; (ixxxvi) formulate or make material changes to the Group’s management strategy, health and safety policy or environmental policy; (xxxvii) expand, develop or evolve the Group or carry on the Group’s business, other than through the Company or a wholly owned subsidiary undertaking of the Company; (xxxviii) make any material alteration to any insurance policy held by any Group Company; or (xxxix) enter into any new contract or agreement with respect to the GetFresh Transaction, or grant any consent, amend, vary, waive, terminate or amend exercise or fail to assert any Business Contracts which, if terminated or amended, would have a material adverse effect on the Business; 15 / 52 (j) sell, transfer, let, lease, encumber, or license rights under any material part of the Business Assets or the Transferred Properties other than in the ordinary course of business;existing contract with respect to GetFresh.