EX-4.18





 Exhibit 4.18 

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 

$1,000,000,000 3.375% Fixed Rate Senior Notes due 2029 

$2,000,000,000 3.625% Fixed Rate Senior Notes due 2032 

$1,000,000,000 4.000% Fixed Rate Senior Notes due 2052 

GSK Consumer Healthcare Capital UK plc 

$1,750,000,000 3.125% Fixed Rate Senior Notes due 2025 

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”). 

The Issuers, the Guarantors, the Representatives and GSI are parties to the Purchase Agreement dated March 21, 2022 (the
“Purchase Agreement”), which provides for (i) the sale by the US Issuer to the Initial Purchasers of its 3.024% callable fixed rate senior notes due 2024 in an aggregate principal amount of $700,000,000 (the “Callable
Fixed Rate Notes”), callable floating rate senior notes due 2024 in an aggregate principal amount of $300,000,000 (the “Callable Floating Rate Notes”), 3.375% senior notes due 2027 in an aggregate principal amount of
$2,000,000,000 (the “2027 Fixed Rate Notes”), 3.375% senior notes due 2029 in an aggregate principal amount of $1,000,000,000 (the “2029 Fixed Rate Notes”), 3.625 % senior notes due 2032 in an aggregate
principal amount of $ 2,000,000,000 (the “2032 Fixed Rate Notes”) and 4.000 % senior notes due 2052 in an aggregate principal amount of $1,000,000,000 (the “2052 Fixed Rate Notes” and, together with the
Callable Fixed Rate Notes, the Callable Floating Rate Notes, the 2027 Fixed Rate Notes, the 2029 Fixed Rate Notes and the 2032 Fixed Rate Notes, the “US Issuer Notes”); and (ii) the sale by the UK Issuer to the Initial
Purchasers of its 3.125 % Fixed Rate Senior Notes due 2025 in an aggregate principal amount of $1,750,000,000 (the “2025 Fixed Rate Notes” or the “UK Issuer Notes” and, collectively with the US Issuer Notes,
the “Notes”). Each of the Notes are sometimes referred to herein as a “Series” of Notes. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, each the US Issuer and the UK Issuer has
agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement in relation to the US Issuer Notes and the UK Issuer Notes, respectively. The execution and delivery of this
Agreement is a condition to the closing under the Purchase Agreement. 
 Prior to the Guarantee Assumption Date, the Notes will be fully and
unconditionally guaranteed as to payment of principal, premium, if any, and interest by GSK (the “GSK Guarantee”). With effect from (and including) the Guarantee Assumption Date, the Notes will be fully and unconditionally
guaranteed as to payment of principal, premium, if any, and interest by Haleon (the “Haleon Guarantee”). 












 In consideration of the foregoing, the parties hereto agree as follows: 

1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Additional Interest” shall have the meaning set forth in Section 2(l) hereof. 

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New
York or London, England are authorized or obligated by law, regulation or executive order to be closed. For purposes of this Agreement, if the day on which any deadline specified in this Agreement expires is not a Business Day, such deadline shall
be deemed to expire on the next succeeding Business Day. 
 “Demerger” shall have the meaning set forth in the Purchase
Agreement. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 

“Exchange Act Report” shall mean any report to be filed by Haleon under the Exchange Act. 

“Exchange Dates” shall have the meaning set forth in Section 2(c)(ii) hereof. 

“Exchange Offer” shall mean the exchange offer by the relevant Issuer and Haleon of Exchange Notes for Registrable Securities
pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form F-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 
 “Exchange Notes” shall
mean (i) with respect to the US Issuer Registrable Securities of each Series, senior notes issued by the US Issuer; and (ii) with respect to the UK Issuer Registrable Securities of each Series, senior notes issued by the UK Issuer, and in
each case guaranteed by Haleon under the Indenture containing terms identical to the Notes of such Series (except that the Exchange Notes will not be (i) subject to restrictions on transfer, (ii) guaranteed by GSK, (iii) subject to
special mandatory redemption provisions, or (iv) subject to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Notes of such Series in exchange for Notes of such Series pursuant to
the Exchange Offer. 
 “FINRA” means the Financial Industry Regulatory Authority, Inc. 

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or
on behalf of an Issuer or used or referred to by an Issuer or Haleon in connection with the sale of the Notes or the Exchange Notes. 

“Guarantee Assumption Date” means the date on which GSK ceases to hold a direct or indirect interest in the share capital of
GlaxoSmithKline Consumer Healthcare Holdings (No.2) Ltd, other than as a result of any interest it may have in the share capital of Haleon, in order to implement the Demerger, as defined in the Purchase Agreement. 

“Guarantee” shall mean (i) prior to the Guarantee Assumption Date, the GSK Guarantee; and (ii) with effect from
(and including) the Guarantee Assumption Date, the Haleon Guarantee. 
 “Holders” shall mean the Initial Purchasers, for so
long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and
Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers. 
 “Indemnified
Person” shall have the meaning set forth in Section 5(c) hereof. 

  
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 “Indemnifying Person” shall have the meaning set forth in Section 5(c)
hereof. 
 “Indenture” shall mean the Indenture relating to the Notes dated as of March 24, 2022, among the Issuers,
the Guarantors and Deutsche Bank Trust Company Americas, as trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof. 

“Initial Purchasers” shall have the meaning set forth in the preamble. 

“Issuers” shall have the meaning set forth in the preamble. 

“Majority Holders” shall mean, with respect to any Series of Notes, the Holders of a majority of the aggregate principal
amount of the outstanding Registrable Securities of such Series; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities of such Series is required hereunder, any Registrable Securities of
such Series owned directly or indirectly by the relevant Issuer or the Guarantors or any of their respective controlled affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the relevant Issuer or the Guarantors shall issue any additional Notes under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any
Shelf Registration Statement, such additional Notes of such Series and the Registrable Securities of such Series to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of
Holders of a specified percentage of Registrable Securities has been obtained. 
 “Notes” shall have the meaning set forth
in the preamble. 
 “Notice and Questionnaire” shall mean a notice of registration statement and selling security holder
questionnaire distributed to a Holder by the relevant Issuer upon receipt of a Shelf Request from such Holder. 
 “Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 
 “Participating Holder” shall mean
any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the relevant Issuer in accordance with Section 2(h) hereof. 

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the prospectus included in, or,
pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document
incorporated by reference therein. 
 “Purchase Agreement” shall have the meaning set forth in the preamble. 

“Registrable Securities” shall mean the US Issuer Registrable Securities or the UK Issuer Registrable Securities. 

“Registration Default” shall mean, as to any Series of Notes, the occurrence of any of the following: (i) the Exchange
Offer, with respect to such Series of Notes, is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, with respect to such Series of Notes, if required pursuant to Section 2(h)(i) hereof, has not
become effective on or prior to the Target Registration Date, (iii) if the relevant Issuer receives a Shelf Request pursuant to Section 2(h)(ii), the Shelf Registration Statement required to be filed thereby has not become effective by the
later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, or (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the
Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 180 days (whether or
not consecutive) in any 12-month period. 

  
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 “Registration Expenses” shall mean any and all expenses incident to
performance of or compliance by the relevant Issuer and Haleon with this Agreement, including without limitation: (i) all SEC or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws to the extent required hereunder, (iii) all expenses in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus
and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency
fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the
relevant Issuer and Haleon and (viii) the fees and disbursements of the independent registered public accountants of the relevant Issuer and Haleon, including the expenses of any special audits or “comfort” letters required by or
incident to the performance of and compliance with this Agreement, but excluding in all cases fees and expenses of counsel to the Underwriters or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable Securities by a Holder and any other costs or expenses of the Underwriters or the Holders. 

“Registration Statement” shall mean any registration statement of the Issuers and Haleon that covers any of the Exchange
Notes or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 
 “Representatives” shall
have the meaning set forth in the preamble. 
 “SEC” shall mean the United States Securities and Exchange Commission. 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(h) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(h) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the US Issuer, the UK Issuer and
Haleon that covers all or a portion of the US Issuer Registrable Securities (with respect to the US Issuer) and the UK Issuer Registrable Securities (with respect to the UK Issuer) on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein. 
 “Shelf Request” shall have the meaning set forth in
Section 2(h) hereof. 
 “Staff” shall mean the staff of the SEC. 

“Target Registration Date” shall mean 365 days after the Guarantee Assumption Date. 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. 

“Trustee” shall mean the trustee with respect to the Notes under the Indenture. 

“UK Issuer” shall have the meaning set forth in the preamble. 

“UK Issuer Notes” shall have the meaning set forth in the preamble. 

  
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 “UK Issuer Registrable Securities” shall mean the UK Issuer Notes and the
Guarantee; provided that any UK Issuer Notes shall cease to be Registrable Securities at the earliest date (i) when a Registration Statement with respect to such UK Issuer Notes has become effective under the Securities Act and such UK
Issuer Notes have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such UK Issuer Notes cease to be outstanding, (iii) except in the case of UK Issuer Notes that otherwise remain Registrable Securities and
that are held by an Initial Purchaser and that are ineligible to be exchanged in the Exchange Offer, when the Exchange Offer is consummated or (iv) when such UK Issuer Notes are freely tradeable, without restriction, under federal or state
securities laws. 
 “Underwriter” shall have the meaning set forth in Section 3(e) hereof. 

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to
the public. 
 “US Issuer” shall have the meaning set forth in the preamble. 

“US Issuer Notes” shall have the meaning set forth in the preamble. 

“US Issuer Registrable Securities” shall mean the US Issuer Notes and the Guarantee; provided that any US Issuer Notes
shall cease to be Registrable Securities at the earliest date (i) when a Registration Statement with respect to such US Issuer Notes has become effective under the Securities Act and such US Issuer Notes have been exchanged or disposed of
pursuant to such Registration Statement, (ii) when such US Issuer Notes cease to be outstanding, (iii) except in the case of US Issuer Notes that otherwise remain Registrable Securities and that are held by an Initial Purchaser and that
are ineligible to be exchanged in the Exchange Offer, when the Exchange Offer is consummated or (iv) when such US Issuer Notes are freely tradeable, without restriction, under federal or state securities laws. 

2. Registration under the Securities Act 

(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, following the Guarantee Assumption Date,
the US Issuer and Haleon shall use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the US Issuer Registrable Securities for Exchange Notes
and (y) have such Registration Statement become and remain effective until 90 days after the last Exchange Date for use by one or more Participating Broker-Dealers. 

(b) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, following the Guarantee Assumption Date,
the UK Issuer and Haleon shall use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the UK Issuer Registrable Securities for Exchange Notes
and (y) have such Registration Statement become and remain effective until 90 days after the last Exchange Date for use by one or more Participating Broker-Dealers. 

(c) The relevant Issuer and Haleon shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate
letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 

(i) that the Exchange Offer is being made pursuant to this Agreement and that all US Issuer Registrable Securities (with
respect to the US Issuer) or UK Issuer Registrable Securities (with respect to the UK Issuer) validly tendered and not properly withdrawn will be accepted for exchange; 

(ii) the period of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is
mailed or made available) (the “Exchange Dates”); 
 (iii) that any Registrable Security not tendered will
remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; 

  
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 (iv) that any Holder electing to have a Registrable Security exchanged
pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or
(B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case on or prior to the last Exchange Date; and 

(v) that any Holder will be entitled to withdraw its election, not later than the last Exchange Date, by (A) sending to
the institution and at the address specified in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is
withdrawing its election to have such Notes exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities. 

(d) As a condition to participating in the Exchange Offer, a Holder will be required to represent to the relevant Issuer and Haleon that
(1) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the relevant
Issuer or Haleon and (4) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder
will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Notes. 

(e) As soon as reasonably practicable after the last Exchange Date, the relevant Issuer and Haleon shall: 

(i) accept for exchange US Issuer Registrable Securities (with respect to the US Issuer) or UK Issuer Registrable Securities
(with respect to the UK Issuer) or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and 

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all US Issuer Registrable Securities or UK Issuer
Registrable Securities or portions thereof so accepted for exchange by the US Issuer or the UK Issuer, respectively, and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Notes equal in principal amount to
the principal amount of the Registrable Securities tendered by such Holder. 
 (f) Each of the Issuers and Haleon shall use its commercially
reasonable efforts to complete the Exchange Offer as provided above and shall comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. 
 (g) For the avoidance of doubt, notwithstanding any provision herein purporting to require physical mailing, delivery or
acceptance of any document or instrument, each Issuer and Haleon may conduct the Exchange Offer exclusively through the automated tender offer program of the Depository Trust Company or any successor or similar system permitting electronic
transmittal, tender and acceptance of documents and instruments, provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) the
Depository Trust Company. 
 (h) In the event that (i) an Issuer and Haleon determine that the Exchange Offer Registration provided for
in Section 2(a) hereof would violate any applicable law or applicable interpretations of the Staff or (ii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds
Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, such Issuer and Haleon shall use their commercially reasonable efforts to cause to be filed as soon as reasonably practicable after such determination or Shelf
Request, as the case may be, a Shelf Registration Statement providing for the sale of all the US Issuer Registrable Securities (in case of the US Issuer) or all the UK Issuer Registrable Securities (in case of the UK Issuer) by the Holders thereof
and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such
Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the relevant Issuer as is contemplated by Section 3(b) hereof.


  
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 (i) In the event that an Issuer and Haleon are required to file a Shelf Registration
Statement pursuant to clause (ii) of Section 2(h), such Issuer and Haleon shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof
with respect to all US Issuer Registrable Securities (with respect to the US Issuer) or all UK Issuer Registrable Securities (with respect to the UK Issuer) and a Shelf Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of such Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. 

(j) The relevant Issuer and Haleon shall use their commercially reasonable efforts to keep the Shelf Registration Statement, if required,
continuously effective until the earliest of (x) the date the US Issuer Notes (with respect to the US Issuer) or the UK Issuer Notes (with respect to the UK Issuer) cease to be US Issuer Registrable Securities or UK Issuer Registrable
Securities, respectively, (y) one year after the Guarantee Assumption Date, and (z) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the relevant Issuer, are able to sell such Notes
without restriction, and without reliance as to the availability of current public information, pursuant to Rule 144 promulgated under the Securities Act (the “Shelf Effectiveness Period”). Further, the relevant Issuer and Haleon
shall supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by such Issuer for such Shelf
Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and use their commercially
reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter reasonably practicable subject
to Section 3(d) below. The relevant Issuer and Haleon shall furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(k) The relevant Issuer and Haleon shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(h) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement. 
 (l) If a Registration Default occurs with respect to the Registrable Securities of a Series, the interest rate on
the Registrable Securities of such Series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional
0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 0.50% per annum (such interest referred to
in clauses (i) and (ii) above, “Additional Interest”); provided that in no event shall Additional Interest accrue after the Shelf Effectiveness Period. A Registration Default, with respect to the Registrable Securities
of a Series, ends when the Notes of such Series cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in the
case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv) of the definition
thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration
Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there
is no Registration Default. The Representatives acknowledge and agree that the relevant Issuer and Haleon will not be required to pay Additional Interest hereunder once the Notes become freely tradeable under Rule 144 under the Securities Act. 

(m) It is acknowledged that the Additional Interest set forth above is the sole remedy for any default hereunder. 

  
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 3. Registration Procedures. 

(a) In connection with their obligations pursuant to Section 2(a) and Section 2(h) hereof, the relevant Issuer and Haleon shall:

 (i) use their commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate
form under the Securities Act, which form (A) shall be selected by the relevant Issuer and Haleon, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and
(C) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; 

(ii) subject to Section 3(d) below, (A) prepare and file with the SEC such amendments and post-effective amendments
to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and (B) keep each Prospectus current during the period described in Section 4(a)(3) of and Rule 174 under the Securities Act that is applicable to
transactions by brokers or dealers with respect to the Registrable Securities or Exchange Notes; 
 (iii) to the extent any
Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by such Issuer or Haleon with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be
filed; 
 (iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for such Participating
Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such
Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the relevant Issuer and Haleon consent to
the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the
offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law; 

(v) in the case of a Shelf Registration, use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such
Participating Holders in connection with any filings required to be made with FINRA; provided that neither the relevant Issuer nor Haleon shall be required to (1) qualify or be authorized, as applicable, as a foreign corporation or other
entity or as a dealer in securities, investment firm or other entity under financial supervision in any such jurisdiction where it would not otherwise be required to so qualify or be authorized, (2) file any general consent to service of
process in any such jurisdiction, (3) subject itself to taxation in any such jurisdiction if it is not so subject or (4) make any changes to incorporating or organizational documents (including its deed of incorporation, articles of
association, board rules or any charter); 
 (vi) in the case of a Shelf Registration, notify each Participating Holder and
counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has
been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority
for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration 

  
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Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation
of any proceedings for that purpose, including the receipt by such Issuer of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act,
(4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, such Issuer or Haleon receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement
made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in
order to make the statements therein not misleading and (6) of any determination by such Issuer or Haleon that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing
Prospectus would be appropriate; 
 (vii) subject to Section 3(d) below, use their commercially reasonable efforts to
obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing
an amendment to such Registration Statement on the proper form, as soon as reasonably practicable and provide prompt notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution; 

(viii) in the case of a Shelf Registration, furnish to each Participating Holder upon request, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); 

(ix) in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and
delivery of certificates representing the US Issuer Registrable Securities (in case of the US Issuer) or the UK Issuer Registrable Securities (in case of the UK Issuer) to be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of such
Registrable Securities; 
 (x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, subject to
Section 3(d) below, use their commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable
Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and the relevant Issuer shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to such Issuer (in the case of
an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the
Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, upon receipt of such notice from the relevant Issuer until such Issuer and Haleon have amended or supplemented the
Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission; 
 (xi) not, at any
time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that is to be
incorporated by reference into a Registration Statement (other than an Exchange Act Report), a Prospectus or a Free Writing Prospectus, of which the 

  
 9 













 
Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been advised and furnished a copy
or to which the Initial Purchasers or their counsel or the Participating Holders or their counsel shall reasonably object; 

(xii) obtain a CUSIP number for all relevant Exchange Notes or Registrable Securities, as the case may be, not later than the
initial effective date of a Registration Statement; 
 (xiii) cause the Indenture to be qualified under the Trust Indenture
Act in connection with the registration of the relevant Exchange Notes or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
 (xiv) if reasonably
requested by any Participating Holder, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and
make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing; and 

(b) In the case of a Shelf Registration Statement, the relevant Issuer may require, as a condition to including a Holder’s Registrable
Securities in the Registration Statement, each Holder of Registrable Securities to furnish to such Issuer a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable
Securities as such Issuer may from time to time reasonably request in writing. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless such Holder
furnishes to the relevant Issuer in writing, within 20 days after receipt of a written request therefor, such information as such Issuer may reasonably request for inclusion in any Shelf Registration or Prospectus included therein, and no such
Holder shall be entitled to Additional Interest pursuant hereto. 
 (c) Each Participating Holder agrees that, upon receipt of any notice
from the relevant Issuer of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof or any notice pursuant to Section 3(d), such Participating Holder will forthwith discontinue disposition
of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof
or notice that the period referred to in Section 3(d) has ended and, if so directed by such Issuer, such Participating Holder will deliver to such Issuer all copies in its possession, other than permanent file copies then in such Participating
Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. 

(d) Notwithstanding any other provisions of this Agreement to the contrary, an Issuer may postpone effecting an Exchange Offer Registration or
a Shelf Registration (or the maintenance of its effectiveness and usability) (i) during the regular quarterly period during which directors and executive officers of such Issuer and/or Haleon are not permitted to trade under the insider trading
policy of such Issuer and/or Haleon then in effect until the expiration of such quarterly period (but in no event later than two Business Days after the date of such Issuer’ Haleon’s quarterly results announcement or annual report is
published, as applicable ) and (ii) for a period of up to 90 days if such Issuer and/or Haleon determine in good faith that such Exchange Offer Registration or a Shelf Registration, as the case may be, would (A) reasonably be expected to
materially impede, delay, interfere with or otherwise have a material adverse effect on any material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business
transaction by Haleon or any of its subsidiaries or (B) require disclosure of information that has not been disclosed to the public, the disclosure of which would not be in the best interests of Haleon. Any such suspensions shall not exceed 180
days in the aggregate during any 365-day period. 

  
 10 













 (e) The Participating Holders who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering and shall be reasonably acceptable to the relevant Issuer and Haleon. The relevant Issuer and Haleon shall use commercially reasonable efforts to comply in all material
respects with any reasonable and customary request, including the provision of opinions of counsel, accountants’ comfort letters and officers’ certificates, of the Participating Holders or Underwriters made in connection with such
Underwritten Offering to the extent such request does not create an undue burden or expense for the Issuer, Haleon or their subsidiaries. All expenses of the Underwritten Offering (other than Registration Expenses and expenses of the Issuer, Haleon
and their subsidiaries) shall be borne by the Participating Holders and the Underwriters, as agreed amongst them. 
 (f) Each Holder agrees
that such Holder shall not take any action that would result in the relevant Issuer or Haleon being required to file with the SEC a free writing prospectus, as defined in Rule 405, as amended, under the Securities Act, prepared by or on behalf of
such Holder that otherwise would not be required to be filed by the relevant Issuer or Haleon thereunder, but for the action of such Holder. 

4. Participation of Broker-Dealers in Exchange Offer. 

(a) The Staff has taken the position that any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange
for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act
and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. 
 The
Issuers and Haleon understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent
permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements
of the Securities Act. 
 (b) In light of the above, and subject to Section 3(d), the relevant Issuer and Haleon shall amend or
supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 90 days after the last Exchange Date, in order to expedite or facilitate the disposition of any Exchange Notes by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above. The relevant Issuer and Haleon further acknowledge that Participating Broker-Dealers shall be authorized, subject to Section 3(d), to deliver such Prospectus (or, to
the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4. 
 (c)
The Initial Purchasers shall have no liability to the Issuers, Haleon or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof. 

5. Indemnification and Contribution. 

(a) Each of the relevant Issuer and Haleon, jointly and severally, shall indemnify and hold harmless each Initial Purchaser and each Holder
and their respective affiliates, and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any Free Writing Prospectus, or
any omission or alleged omission to state therein a 

  
 11 













 
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating
to any Holder furnished to the relevant Issuer or Haleon in writing by or on behalf of such parties expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. In connection with any Underwritten Offering
permitted by Section 3, the relevant Issuer and Haleon, jointly and severally, shall also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their
respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with
any Registration Statement, any Prospectus or any Free Writing Prospectus. 
 (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the relevant Issuer, Haleon, the Initial Purchasers and the other selling Holders, and each of the directors and officers of such Issuer and Haleon and each Person, if any, who controls such Issuer, Haleon, any Initial
Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to such
Issuer or Haleon in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. 

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted
against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may
be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent
that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that
it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying
Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed), be counsel to the Indemnifying Person) to
represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the
reasonable and documented fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or
(iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to one local counsel per jurisdiction) for all Indemnified Persons, and that all such fees and expenses shall be reasonable and documented and shall be reimbursed as they are incurred. Any such separate firm (x) for
any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the Representatives, (y) for any Holder, its directors and officers and any control Persons of
such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by Issuer or Haleon. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or
judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any 

  
 12 













 
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless
such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the relevant Issuer and Haleon from the offering of the Notes and the Exchange
Notes, on the one hand, and by the Holders from receiving Notes or Exchange Notes registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the relevant Issuer and Haleon on the one hand and the Holders on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the relevant Issuer and Haleon on the one hand and the Holders on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the relevant Issuer and Haleon or by the Holders and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
 (e)
The Issuers, Haleon and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the
provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Notes or Exchange Notes sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity. 
 (g) The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or
any Holder, or by or on behalf of the relevant Issuer or Haleon or the officers or directors of or any Person controlling the relevant Issuer or Haleon, (iii) acceptance of any of the Exchange Notes and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement. 
 6. General. 

(a) No Inconsistent Agreements. Each of the Issuers represents, warrants and agrees that (i) the rights granted to the Holders
hereunder do not in any way conflict in any material respect with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by such Issuer or any Guarantor under any other agreement and
(ii) neither such Issuer nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts in any material respect with the provisions hereof. 

  
 13 













 (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless such Issuers have obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that, with respect to any amendment, modification, supplement, waiver or consent to
Section 5 above that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the written consent of each such Initial Purchaser against which such amendment, modification, supplement, waiver or
consent is to be effective. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first- class mail, electronic mail, facsimile, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the relevant Issuer by means of a notice given in accordance with
the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Issuers and the Guarantors, initially at the address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if e-mailed or facsimiled; and on the next Business Day if timely delivered to an air
courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held
subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person
shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuers or the Guarantors with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Third Party Beneficiaries. Each Holder
shall be a third party beneficiary to the agreements made hereunder (excluding those agreements made in Section 5 hereto) between the Issuer, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not
limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement, and any claim, controversy or dispute arising
under or related to this Agreement, shall be governed by and construed in accordance with the internal laws of the State of New York. 
 (i)
Submission to Jurisdiction; Appointment of Agent for Service. (a) The Issuers and the Guarantors irrevocably submit to the non-exclusive jurisdiction of any New York State or United States Federal
court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement (each, a “Related Proceeding”). The Issuers and the Guarantors
irrevocably waive, to the fullest extent 

  
 14 













 
permitted by law, any objection that it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought
in such a court has been brought in an inconvenient forum. (b) The Guarantors and the UK Issuer hereby irrevocably designate, appoint, and empower the US Issuer, as the designee, appointee and agent to receive, accept and acknowledge for and on
their behalf, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Guarantors or the UK Issuer in any such United States or State court with respect to any
matter arising out of or based upon this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each of the Guarantors and the UK Issuer further hereby irrevocably
consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this
Section 6(i) (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service). Each of the Guarantors and the UK Issuer agrees that the failure of any such
designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any such action or proceeding based thereon. The Issuers and the Guarantors hereby
irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or based upon this Agreement
brought in the United States federal courts located in The City of New York or the courts of the State of New York located in The City of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such
court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 (j) Entire
Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated. The Issuers, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions. 

[Signatures on following pages] 

  
 15 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	GSK CONSUMER HEALTHCARE CAPITAL US LLC,
		
	By:	 	/s/ Hatixhe Hoxha
		 	Name: Hatixhe Hoxha
		 	Title: Assistant Secretary


 [Signature Page to the Registration Rights Agreement] 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	GSK CONSUMER HEALTHCARE CAPITAL UK PLC,
		
	By:	 	 /s/ Michael John Rowe

		 	Name: Michael John Rowe
		 	Title: Head of Treasury Consumer Healthcare


 [Signature Page to the Registration Rights Agreement] 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	GLAXOSMITHKLINE PLC,
		
	By:	 	/s/ Jemma Reynolds
		 	Name: Jemma Reynolds
		 	Title: VP, Corporate Finance


 [Signature Page to the Registration Rights Agreement] 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	HALEON PLC,
		
	By:	 	/s/ Michael John Rowe
		 	Name: Michael John Rowe
		 	Title: Head of Treasury Consumer Healthcare


 [Signature Page to the Registration Rights Agreement] 













			
	Confirmed and accepted as of the date first above written for themselves and on behalf of the several Initial Purchasers:
	
	 BOFA SECURITIES, INC.,
 For itself
and the Represented Initial Purchasers

		
	By:	 	/s/ Laurie Campbell
	Name:	 	Laurie Campbell
	Title:	 	Managing Director

 [Signature Page to the Registration Rights Agreement] 













			
	 CITIGROUP GLOBAL MARKETS INC.,
 For
itself and the Represented Initial Purchasers

		
	By:	 	/s/ Brian D. Bednarski
	Name:	 	Brian D. Bednarski
	Title:	 	Managing Director

 [Signature Page to the Registration Rights Agreement] 













			
	 HSBC SECURITIES (USA) INC.,
 For
itself and the Represented Initial Purchasers

		
	By:	 	/s/ Patrice Altongy
	Name:	 	Patrice Altongy
	Title:	 	Managing Director

 [Signature Page to the Registration Rights Agreement] 













			
	Mizuho Securities USA LLC,
For itself and the Represented Initial Purchasers
		
	By:	 	/s/ Joseph Santaniello
	Name:	 	Joseph Santaniello
	Title:	 	Director

 [Signature Page to the Registration Rights Agreement] 













			
	GOLDMAN SACHS INTERNATIONAL
		
	By:	 	/s/ Elis Wyn Jones
	Name:	 	Elis Wyn Jones
	Title:	 	Managing Director

 [Signature Page to the Registration Rights Agreement]