definiens: means, with respect to any person, any other person that Controls, is Controlled by or is under common Controlwith such person, and shall be interpreted accordingly ; in relation to any document means that document in a form agreed by the parties and initialled or otherwiseconfirmed for the purposes of identification by or on behalf of the parties ( including by its counsel ) ; has the meaning given in clause 4.1(A ) ; means a day which is not a Saturday, a Sunday or public holiday in the canton of Basel Stadt ( Switzerland ), inNew York ( US ) or in London ( United Kingdom ) ; 4 has the meaning given to it in the definition of Target Asset Agreements ; has the meaning given to it in the definition of Target Asset Agreements ; has the meaning given in Schedule 4 ; has the meaning given in clause 4.7 ; has the meaning given to it in Schedule 4, Part B, paragraph 3 ; has the meaning given in clause 4.6 ; means closing of the Transaction pursuant to the terms of the Target Asset Agreements ; means an order, writ, judgment, injunction, decree, stipulation, determination, decision or award issued by or onthe application of a Consumer Competent Authority pursuant to its antitrust or competition functions ; means a horizontal, vertical or other competition concern held by one or more Consumer Competent Authoritiesarising solely from a relationship between the assets agreed to be transferred under the CH Target AssetAgreement ; means the authorities responsible for granting approvals under the Consumer Competition Condition ; means the condition relating to anti - trust and competition matters as set out in clause 4.1.1 to 4.1.3 and 4.1.5 ofthe CH Target Asset Agreement ; means, in relation to a person, the ability of another person to ensure that the activities and business of the firstmentioned person are conducted in accordance with the wishes of that other person ( whether by exercise ofcontractual rights, ownership of shares or otherwise ), and a person shall be deemed to have Control of a bodycorporate if that person has the contractual right to procure that the activities and business of that bodycorporate are conducted in accordance with that person ’s wishes or if that person possesses the majority of theissued share capital or the voting rights in that body corporate or the right to receive the majority of the income ofthat body corporate on any distribution by it of all of its income or the majority of its 5 assets on a winding up ( and, and shall be construed accordingly ) ; has the meaning given in clause 4.1 ; means the Financial Conduct Authority ; has the meaning given to it in clause 4.10 ; means the Financial Services and Markets Act 2000 ; means any party ’s Affiliates, as the context may require ; means the articles of association of [COMPANY] in force and effect from time to time ; means an amount equal to USD$900,000,000 ; means the Class 1 circular to be prepared by [COMPANY] and approved by the UKLA in connection with the Transactionand the Put Option Agreement under and in accordance with the Listing Rules, including a notice convening theGSK Shareholder Meeting ; means the directors of [COMPANY] from time to time ; has the meaning given in clause 4.1 ; means [COMPANY] and its Affiliates from time to time ; has the meaning given in clause 2.11(A ) ; means the condition set out in clause 2.1 ; has the meaning given in clause 2.1 ; has the meaning given in clause 2.1 ; means the holders of ordinary shares in the capital of [COMPANY] from time to time ; means the person acting as sponsor for [COMPANY] in relation to the [COMPANY] Class 1 Circular ; means the announcement to be made by [COMPANY] substantially in the Agreed Form ; 6 has the meaning given in clause 2.4 ; means the listing rules made by the FCA under section 73A of FSMA ; has the meaning given to the term Long Stop Date in the Target Asset Agreements ( and includes any agreedextension thereof ) ; has the meaning given in clause 4.6 ; has the meaning given in clause 4.6 ; means an order, writ, judgment, injunction, decree, stipulation, determination, decision, or award issued by or onthe application of an Oncology Competent Authority pursuant to its antitrust or competition functions ; means a horizontal, vertical or other competition concern held by one or more Oncology Competent Authoritiesarising solely from a relationship between [COMPANY] ’s assets ( and those of its Group ) and the assets agreed to besold under the Oncology Target Asset Agreement ; means the authorities responsible for granting approvals under the Oncology Competition Condition ; means the condition relating to anti - trust and competition matters as set out in clause 4.1.1 to 4.1.3 and 4.1.7 ofthe Oncology Target Asset Agreement ; has the meaning given to it in the definition of Target Asset Agreements ; has the meaning given to in the Put Option Agreement ; has the meaning given in clause 3.2 ; means the board of directors ( Verwaltungsrat ) of [COMPANY] from time to time ; has the meaning in clause 3.6 ; means USD$900,000,000 ; has the meaning given in Schedule 2, paragraph ( B)(i ) ; 7 has the meaning given in clause 4.1 ; means [COMPANY] and its Affiliates from time to time ; mean the holders of ordinary shares in [COMPANY] from time to time ; means the announcement to be made by [COMPANY] substantially in the Agreed Form ; has the meaning given in clause 5.20 ; has the meaning given in clause 5.20 ; has the meaning given in Schedule 4 ; has the meaning given in clause 4.6 ; means any proceeding, suit or action arising out of or in connection with this Agreement, whether contractual ornon - contractual ; has the meaning given to it in clause 8 ; means the Put Option Deed of even date herewith between [COMPANY] and [COMPANY] relating to all or part of the Fluvaccines business ; has the meaning given in clause 5.22 ; means clause 4.2 of the Vaccines Target Asset Agreement, clause 4.2 of the Oncology Target Asset Agreementand clause 4.2 of the CH Target Asset Agreement ; means, in relation to any party, any of its and/or any other member of its Group ’s directors, officers, employees, agents, representatives, bankers, auditors, accountants, financial advisers, legal advisers and any otherprofessional advisers ; means a claim form, application notice, order, judgment or other document relating to any Proceedings ; means the Agreed Form shareholders ’ agreement in respect of CHJV to be entered into by, among others, theparties, on the date of completion of the Target Asset Agreements ; 8 has the meaning given to it in clause 8 ; has the meaning given to it in clause 8 ; means : ( A ) the Share and Business Sale Agreement dated 22 April 2014, and as amended and/or restated relatingto the Vaccines Group ( as defined therein ) between [COMPANY] and [COMPANY] ( the ) ; ( B ) the Asset Sale and Purchase Agreement relating to the sale or licence of certain assets and otherrights relating to certain oncology products dated 22 April 2014, and as amended and/or restatedbetween [COMPANY] and [COMPANY] ( the ) ; and ( C ) the Contribution Agreement dated 22 April 2014, and as amended and/or restated among [COMPANY], [COMPANY] and Leo Constellation Limited ( ) under which ( i ) [COMPANY] will contribute its consumerhealthcare business to CHJV and ( ii ) [COMPANY] will contribute its over - the - counter consumer healthcarebusiness to CHJV ( the ) ; has the meaning given thereto in the Vaccines Target Asset Agreement ; has the meaning given thereto in the Vaccines Target Asset Agreement ; has the meaning given in clause 20.1 ; has the meaning given in clause 20.1 ; means the inter - conditional transactions comprised by the Target Asset Agreements ; means the FCA acting in its capacity as the competent authority under FSMA ; means an order, writ, judgment, injunction, decree, stipulation, determination, decision, or award issued by or onthe application of a Vaccines Competent Authority 9 pursuant to its antitrust or competition functions ; means a horizontal, vertical or other competition concern held by one or more Vaccines Competent Authoritiesarising solely from a relationship between [COMPANY] ’s assets ( and those of its Group ) and the assets agreed to besold under the Vaccines Target Asset Agreement ; means the authorities responsible for granting approvals under the Vaccines Competition Condition ; means the condition relating to anti - trust and competition matters as set out in clause 4.1.1 to 4.1.3 and 4.1.5 ofthe Vaccines Target Asset Agreement ; and has the meaning given to it in the definition of Target Asset Agreements ; has the meaning given thereto in the Vaccines Target Asset Agreement ; has the meaning given thereto in the Vaccines Target Asset Agreement ; means each of the Target Asset Agreements and any other ancillary documents relating thereto ( but not, for thepurposes of clause 8, the Shareholders ’ Agreement ) ; and means 9.30 a.m. to 5.30 p.m. on a Business Day ; has the meaning given to it in clause 8