STOCK AND ASSET PURCHASE AGREEMENT by and among PFIZER INC., GLAXOSMITHKLINE PLC and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED DATED AS OF DECEMBER 19, 2018Stock and Asset Purchase Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • New York
This STOCK AND ASSET PURCHASE AGREEMENT, dated as of December 19, 2018 (this “Agreement”), is by and among Pfizer Inc., a Delaware corporation (“Seller Parent”), GlaxoSmithKline Plc, a public limited company incorporated under the laws of England (“Purchaser Parent”, and together with Seller Parent, the “Parents”), and GlaxoSmithKline Consumer Healthcare Holdings Limited, a company incorporated under the laws of England (“Purchaser,” and together with the Parents, the “Parties”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Second Amendment Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
THIS SECOND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of June 2022, by and among (1) Pfizer Inc., a Delaware corporation (“Seller Parent”), (2) GSK plc, a public limited liability company incorporated under the laws of England and Wales (“Purchaser Parent”, and together with Seller Parent, the “Parents”), (3) GlaxoSmithKline Consumer Healthcare Holdings (No.2) Limited, a company incorporated under the laws of England and Wales (“New Purchaser”), and (4) Haleon plc, a company incorporated under the laws of England and Wales (“New Purchaser Parent”, and together with New Purchaser, Seller Parent and Purchaser Parent, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the SAPA (as defined below).
SERVICE AGREEMENT dated 09 May 2022 by GLAXOSMITHKLINE CONSUMER HEALTHCARE OVERSEAS LIMITED and BRIAN MCNAMARA Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom www.bakermckenzie.comService Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • England
GLAXOSMITHKLINE CONSUMER HEALTHCARE OVERSEAS LIMITED, a company registered in England and Wales (the “Company”), whose registered office is at 980 Great West Road, Brentford, Middlesex, TW8 9GS; and
DATED 1 June 2022 GSK (NO. 1) SCOTTISH LIMITED PARTNERSHIP and GSK (NO. 2) SCOTTISH LIMITED PARTNERSHIP and GSK (NO. 3) SCOTTISH LIMITED PARTNERSHIP and HALEON PLC EXCHANGE AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (SRN/TGXF)Exchange Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
DATED 1 June 2022 PFIZER INC. and ANACOR PHARMACEUTICALS, INC. and HALEON PLC EXCHANGE AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (SRN/TGXF)Exchange Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • Edinburgh
Exhibits and schedules have been omitted pursuant to the Instructions as to Exhibits in Form 20-F and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.
ContractSeparation Cooperation and Implementation Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • Edinburgh
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
DATED 1 June 2022 GSK PLC and HALEON PLC DEMERGER AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (SRN/TGXF)Demerger Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • Edinburgh
Exhibits and schedules have been omitted pursuant to the Instructions as to Exhibits in Form 20-F and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.
ContractAmendment Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of July 2019 by and among Pfizer Inc., a Delaware corporation (“Seller Parent”), GlaxoSmithKline plc, a public limited liability company incorporated under the laws of England and Wales (“Purchaser Parent”, and together with Seller Parent, the “Parents”), GlaxoSmithKline Consumer Healthcare Holdings Limited, a company incorporated under the laws of England and Wales (“Initial Purchaser”), and GlaxoSmithKline Consumer Healthcare Holdings (No.2) Limited, a company incorporated under the laws of England and Wales (“New Purchaser”, and together with Seller Parent, Purchaser Parent and Initial Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the SAPA (as defined below).
REGISTRATION RIGHTS AGREEMENT by and among Haleon plc, Pfizer Inc., GSK plc, GSK (No.1) Scottish Limited Partnership, GSK (No.2) Scottish Limited Partnership, and GSK (No.3) Scottish Limited Partnership Dated as of 1 June, 2022Registration Rights Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of 1 June, 2022 (the “Agreement”), is made and entered into by and among (i) Haleon plc, a public limited company incorporated in England and Wales with number 13691224 and whose registered office is at 980 Great West Road, Brentford, Middlesex TW8 9GS (the “Company”), (ii) Pfizer Inc., a Delaware corporation whose registered office is at 235 East 42nd Street, New York, New York 10017 (“Pfizer” and, together with its Affiliates or successors, and permitted assigns from time to time that will hold Registrable Securities of the Company, the “Pfizer Shareholder Group”), (iii) GSK plc, a public limited company incorporated in England and Wales with number 03888792 and whose registered office is at 980 Great West Road, Brentford, Middlesex, TW8 9GS (“GSK”), (iv) GSK (No.1) Scottish Limited Partnership, a limited partnership registered in Scotland with registration number SL035527 and whose principal place of business is at 50 Lothian Road, Festiv
TRANSITION SERVICES AGREEMENT dated 1 June 2022 by GLAXOSMITHKLINE SERVICES UNLIMITED Provider and GLAXOSMITHKLINE CONSUMER HEALTHCARE (OVERSEAS) LIMITED Recipient and GLAXOSMITHKLINE LLC U.S. Provider and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS...Transition Services Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of June, 2022 among (i) GlaxoSmithKline Services Unlimited, a company incorporated under the laws of England (“Provider”) and, for purposes of Section 3.3(b), Section 9.3(a)(v), and Article X only, GlaxoSmithKline LLC, a Delaware limited liability company (“U.S. Provider”), on the one hand, and (ii) GlaxoSmithKline Consumer Healthcare (Overseas) Limited, a company incorporated under the laws of England and Wales (“Recipient”) and, for purposes of Section 3.3(b), Section 9.3(a)(v), and Article X only, GlaxoSmithKline Consumer Healthcare Holdings (US) LLC, a Delaware limited liability company (“U.S. Recipient”), on the other hand (each of Provider and Recipient, a “Party” and together, the “Parties,” except with respect to Section 3.3(b), Section 9.3(a)(v), and Article X, wherein Provider and U.S. Provider, on the one hand, and Recipient and U.S. Recipient, on the other hand, each, individual
ASSET TRANSFER FRAMEWORK AGREEMENT by and among GSK PLC GSK Parent GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED GSK CH and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS (NO.2) LIMITED JVCo DATED AS OF 1 JUNE 2022Asset Transfer Framework Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations
GlaxoSmithKline Consumer Healthcare Holdings Limited, a company incorporated under the laws of England and Wales (“GSK CH”); and
Registration Rights Agreement GSK Consumer Healthcare Capital US LLC $700,000,000 3.024% Callable Fixed Rate Senior Notes due 2024 $300,000,000 Callable Floating Rate Senior Notes due 2024 $2,000,000,000 3.375% Fixed Rate Senior Notes due 2027...Registration Rights Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement dated March 24, 2022 (this “Agreement”) is entered into by and between GSK Consumer Healthcare Capital US LLC (the “US Issuer”), GSK Consumer Healthcare Capital UK plc (the “UK Issuer”) as issuers (each, an “Issuer” and, together, the “Issuers”), GlaxoSmithKline plc (“GSK”) and Haleon plc (“Haleon”) as guarantors (each, a “Guarantor” and, together, the “Guarantors”), BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Represented Initial Purchasers”) named in the Purchase Agreement (as defined below), and Goldman Sachs International (“GSI” and, together with the Represented Initial Purchasers, the “Initial Purchasers”).
GSK CONSUMER HEALTHCARE CAPITAL US LLC AND GSK CONSUMER HEALTHCARE CAPITAL UK PLC as ISSUERS GLAXOSMITHKLINE PLC AND HALEON PLC as GUARANTORS AND DEUTSCHE BANK TRUST COMPANY AMERICAS as TRUSTEE, PRINCIPAL PAYING AGENT, TRANSFER AGENT and REGISTRAR...Senior Notes Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • New York
THIS INDENTURE, dated as of March 24, 2022, is among GSK Consumer Healthcare Capital US LLC, a public limited company incorporated under the laws of Delaware (the “U.S. Issuer”), GSK Consumer Healthcare Capital UK plc, a public limited company incorporated under the laws of England and Wales (the “UK Issuer”, and together with the U.S. Issuer, the “Issuers”), GlaxoSmithKline plc, a public limited company incorporated under the laws of England and Wales (“GSK”), Haleon plc, a public limited company incorporated under the laws of England and Wales (“Haleon”), as guarantors (each, a “Guarantor” and, together, the “Guarantors”), and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”), principal paying agent (in such capacity, the “Principal Paying Agent”), transfer agent (in such capacity, the “Transfer Agent”) and registrar (in such capacity, the “Registrar”).
