CELEX: 32020M9517
Language: en
Date: 2020-04-22 00:00:00
Title: Commission Decision of 22/04/2020 declaring a concentration to be compatible with the common market (Case No COMP/M.9517 - MYLAN / UPJOHN) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 22.04.2020
                                                                C(2020) 2642 final
                                                                                 PUBLIC VERSION
                                                                 In the published version of this decision,
                                                                 some information has been omitted
                                                                 pursuant to Article 17(2) of Council
                                                                 Regulation (EC) No 139/2004 concerning
                                                                 non-disclosure of business secrets and other
                                                                 confidential information. The omissions are
                                                                 shown thus […]. Where possible the
                                                                 information omitted has been replaced by
                                                                 ranges of figures or a general description.
                                                                To the notifying parties
Subject:             Case M.9517 – Mylan/Upjohn
                     Commission decision pursuant to Article 6(1)(b) in conjunction with
                     Article 6(2) of Council Regulation No 139/20041 and Article 57 of the
                     Agreement on the European Economic Area2
1     OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation"). With effect from 1 December 2009, the Treaty on the
      Functioning of the European Union ("TFEU") has introduced certain changes, such as the replacement of
      "Community" by "Union" and "common market" by "internal market". The terminology of the TFEU will
      be used throughout this Decision.
2     OJ L 1, 3.1.1994, p. 3 (the "EEA Agreement").
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---                                    TABLE OF CONTENTS
1. THE PARTIES ............................................................................................................. 4
2. THE OPERATION ....................................................................................................... 4
3. UNION DIMENSION .................................................................................................. 5
4. OVERVIEW OF THE OVERLAPS AND VERTICAL RELATIONSHIPS ................... 5
5. FINISHED DOSE PHARMACEUTICALS .................................................................. 6
   5.1. Market definition ............................................................................................... 6
        5.1.1.  Product market definition .................................................................... 6
        5.1.2.  Geographic market definition.............................................................. 9
   5.2. Methodology for the identification and the assessment of affected markets ..... 9
   5.3. Competitive assessment ................................................................................... 11
        5.3.1.  Cardiovascular system treatment FDPs ............................................ 14
        5.3.2.  Genito-urinary system treatment FDPs............................................. 39
        5.3.3.  Musculoskeletal system treatment FDPs ........................................... 43
        5.3.4.  Nervous system treatment FDPs ....................................................... 46
        5.3.5.  Sensory organs system treatment FDPs ............................................ 99
   5.4. Conclusion ..................................................................................................... 114
6. ACTIVE PHARMACEUTICAL INGREDIENTS ..................................................... 115
   6.1. Relevant market ............................................................................................. 115
        6.1.1.  Product market ................................................................................ 115
        6.1.2.  Geographic market .......................................................................... 116
   6.2. Competitive assessment ................................................................................. 117
        6.2.1.  Alprazolam ...................................................................................... 117
        6.2.2.  Celecoxib ......................................................................................... 119
        6.2.3.  Eletriptan ......................................................................................... 121
        6.2.4.  Sertraline ......................................................................................... 122
        6.2.5.  Sildenafil .......................................................................................... 124
        6.2.6.  General considerations ................................................................... 125
   6.3. Conclusion ..................................................................................................... 127
7. OUTLICENSING ..................................................................................................... 127
                                                             2
 ---pagebreak---    7.1. Relevant market ............................................................................................. 127
        7.1.1.   Product market definition ................................................................ 127
        7.1.2.   Geographic market definition.......................................................... 127
   7.2. Competitive assessment ................................................................................. 128
        Commission’s assessment .............................................................................. 129
   7.3. Conclusion ..................................................................................................... 131
8. COMMITMENTS..................................................................................................... 131
   8.1. Framework for the assessment of the Commitments ..................................... 131
   8.2. Procedure ...................................................................................................... 132
   8.3. The Initial Commitments ............................................................................... 133
   8.4. Assessment of the Initial Commitments ......................................................... 135
   8.5. The Final Commitments ................................................................................ 137
   8.6. Assessment of the Final Commitments .......................................................... 138
   8.7. Conditions and obligations............................................................................ 139
9. CONCLUSION ........................................................................................................ 139
                                                             3
 ---pagebreak--- Dear Sir or Madam,
(1)      On 28 February 2020, the European Commission (the “Commission”) received
         notification of a proposed concentration pursuant to Article 4 of the Merger
         Regulation by which Mylan N.V. (“Mylan”, the Netherlands) and Upjohn, a
         business division of Pfizer Inc. (“Pfizer”, the United States of America) intend to
         merge (the “Transaction”).3 Mylan and Upjohn are designated hereinafter as the
         “Notifying Parties” or “Parties” to the Transaction.
1.       THE PARTIES
(2)      Mylan is a publicly listed global pharmaceutical company, which develops, licenses,
         manufactures, markets, and distributes (i) generic, (ii) branded generic and (iii)
         specialty pharmaceuticals. Mylan offers a broad product portfolio of medicines,
         including more than 1 500 products (generics, branded generics, prescription, and
         non-prescription). Mylan has a vertically integrated global supply chain that includes
         over 40 manufacturing facilities.
(3)      Upjohn is a global business division of Pfizer. It operates a portfolio of 20 off-patent
         branded and generic molecules under 21 brands in five therapeutic areas: (i)
         cardiovascular, (ii) central nervous system/psychiatry, (iii) pain/neurology, (iv)
         urology, and (v) ophthalmology. In addition, Upjohn includes the generic business of
         Greenstone LLC, a generic business exclusively active in the United States of
         America.
2.       THE OPERATION
(4)      On 29 July 2019, the Parties and Pfizer entered into a business combination
         agreement pursuant to which the businesses of the Parties will be combined. The
         Transaction will take place in three steps.
         (a)     First, Pfizer will contribute and transfer Upjohn’s assets and liabilities to
                 Spinco, a special-purpose vehicle wholly owned by Pfizer.
         (b)     Second, Pfizer will distribute Spinco’s common stock to its stockholders.4
         (c)     Third, Spinco and Mylan will combine, by a merger or an asset sale, resulting
                 in the transfer of Mylan’s assets and liabilities to Spinco.
3   Publication in the Official Journal of the European Union No C 72, 5.3.2020, p. 13.
4   Pursuant to the Transaction’s agreements, Pfizer will distribute Spinco common stock to its stockholders,
    either through a pro rata distribution as a stock dividend or an offer of Spinco common stock to Pfizer’s
    stockholders as a non-pro rata exchange offer
                                                           4
 ---pagebreak--- (5)      Upon completion of the Transaction, the merged entity (comprising Upjohn and
         Mylan) will be wholly owned by Spinco, which will be renamed “Viatris”. Former
         Mylan shareholders will hold 43% and Pfizer’s shareholders will hold 57% of
         Viatris. None of the individual shareholders of Mylan or Pfizer will exercise control
         over Viatris, which will be an independent undertaking.
(6)      The Transaction therefore constitutes a merger between Mylan and Upjohn within
         the meaning of Article 3(1)(a) of the Merger Regulation.
3.       UNION DIMENSION
(7)      The undertakings concerned have a combined aggregate worldwide turnover of more
         than EUR 5 000 million (Mylan: EUR 9 551 million; Upjohn: EUR 10 582 million).5
         Each of them has a Union-wide turnover in excess of EUR 250 million (Mylan: EUR
         […] million; Upjohn: EUR […] million), but each does not achieve more than two-
         thirds of its aggregate Union-wide turnover within one and the same Member State.
         The notified operation therefore has a Union dimension.
4.       OVERVIEW OF THE OVERLAPS AND VERTICAL RELATIONSHIPS
(8)      The Transaction will combine one of the top five generic suppliers in the EEA6
         (Mylan) with an originator,7 whose products were the first launched on the market
         for a specific molecule but that have lost exclusivity following patent expiries
         (Upjohn).
(9)      The Transaction gives rise to horizontally affected markets in the supply of finished
         dose pharmaceuticals (“FDPs”), which are assessed in Section 5 of this Decision.8
(10)     In addition, the Transaction leads to vertically affected markets for (i) the supply of
         active pharmaceutical ingredients (“APIs”), upstream, and the supply of FDPs,
         downstream, and (ii) the outlicensing of rights to FDPs, upstream and the supply of
         FDPs, downstream. These vertical links are respectively assessed in Sections 6
5   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission
    Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).
6   For the purpose of this Decision, although the United Kingdom withdrew from the European Union as of
    1 February 2020, according to the Withdrawal Agreement, Union law continues to apply to the United
    Kingdom during the transition period. Accordingly, any references made to the EEA in this Decision are
    meant to also include the United Kingdom.
7   In the pharmaceutical space, while an “originator” refers to the first product that was launched on the
    market for a specific molecule, “generics” refer to products that were launched after the loss of exclusivity
    of the originator.
8   The Commission notes that the Parties’ activities also overlap for (i) the supply of active pharmaceutical
    ingredients, (ii) the outlicensing of rights to FDPs, and (iii) the contract manufacturing of FDPs. However,
    the Transaction does not give rise to any affected market for these horizontal overlaps, regardless of
    market definition.
                                                            5
 ---pagebreak---          (regarding the supply of APIs) and 7 (regarding the outlicensing of rights to FDPs)
         of this Decision.9
5.       FINISHED DOSE PHARMACEUTICALS
(11)     FDPs are pharmaceutical products that have undergone all stages of production
         (including packaging in the final container and labelling). They are the final
         pharmaceutical products received by pharmacies and other healthcare professionals,
         and ready to use by patients.
(12)     Both Parties supply genericized FDPs in the EEA, but have a slightly different
         business focus. While Mylan offers mostly unbranded generics (among its offering
         of more than 1 500 FDPs), Upjohn is an originator supplier, whose portfolio
         comprises 21 brands based on 20 molecules that were the first launched on the
         market for a specific molecule but most of which lost exclusivity following patent
         expiry more than five years ago.
5.1.     Market definition
5.1.1. Product market definition
5.1.1.1.          Product market definition in the pharmaceutical sector
(13)     FDPs may be subdivided into therapeutic classes by reference to the Anatomical
         Therapeutic Classification (“ATC”), devised by the European Pharmaceutical
         Marketing Research Association (“EphMRA”) and maintained by EphMRA and
         IQVIA, formerly known as Intercontinental Medical Statistics (“IMS”).
(14)     The ATC system is a hierarchical and coded four-level system, which classifies
         medicinal products according to their indication, therapeutic use, composition, and
         mode of action. In the first and broadest level (ATC1), medicinal products are
         divided into the 16 anatomical main groups. The second level (ATC2) is either a
         pharmacological or a therapeutic group. The third level (ATC3) further groups
         medicinal products by their specific therapeutic indications. Finally, the ATC4 level
         is generally the most detailed one (not available for all ATC3 classes) and refers for
         instance to the mode of action or any other subdivision of the relevant products.
(15)     When defining relevant markets in past decisions dealing with FDPs, the
         Commission often referred to the third level (ATC3) as the starting point for
         defining the relevant product market.10 However, in a number of cases, the
         Commission found that the ATC3 level classification did not yield the appropriate
9   The Commission notes the Transaction also gives rise to a vertical relationship between the Parties’
    activities in the contract manufacturing of FDPs (upstream) and the supply of FDPs (downstream).
    However, the Transaction does not give rise to any affected market for this vertical relationship,
    regardless of market definition.
10  See, for example M.9274 – GlaxoSmithKline/Pfizer Consumer Healthcare Business; M.8889 – Teva/PGT
    OTC.
                                                      6
 ---pagebreak---          market definition within the meaning of the Commission Notice on the Definition of
         the Relevant Market.11
(16)     In decisions involving genericized FDP markets, the Commission generally defined
         the relevant product market at the level of the relevant molecule (i.e. based on the
         same active pharmaceutical ingredient) or group of molecules (for instance all
         benzodiazepines or all anticholinergics)12 that are considered interchangeable.13
(17)     In previous decisions, the Commission found that, at molecule level, the originator
         (i.e. the first product that was launched on the market for a specific molecule) and
         generics (i.e. products that were launched after the originator’s loss of exclusivity)14
         generally form part of the same market. This is because generics are versions of
         originator medicines, which are specifically designed to compete with those
         medicines and normally represent the closest substitute to them.15
(18)     The Commission has acknowledged in previous decisions that additional
         segmentations may also apply.16 FDPs may be differentiated not only by their active
         ingredient(s), but also by galenic form and route of administration, which may limit
         their substitutability. The Commission also considered separate markets for FDPs,
         which can be dispensed only against a prescription and those which can be sold over
         the counter (or "OTC").17
5.1.1.2.          The Notifying Parties' views
(19)     The Notifying Parties did not provide any indications that the Commission should
         depart from the more recent approach to define the product market for genericized
         FDPs at the level of molecules within the same ATC3 class, and considered all
         alternative market definitions (at ATC3, ATC4, and multi-molecule levels, based on
         galenic form, as well as between prescription and OTC products) in line with
         applicable precedents.18
5.1.1.3.          The Commission's assessment
(20)     For the purpose of this Decision, the Commission considers that the relevant product
         markets for FDPs should be defined at molecule level.
11  OJ C 372, 9.12.1997, pages 5 to 13.
12  In past decisions, the Commission considered that anticholinergics could form a separate relevant product
    market. See M.7379 – Mylan/Abbott EPD-DM, para. 444 and M.7975 – Mylan/Meda, paras. 404-409.
13  See for example M.7975 – Mylan/Meda, para. 13 and M.7746 – Teva/Allergan, para. 13.
14  Generics are in general less expensive, bioequivalent versions of originator drugs. In regulatory approval
    procedures, a generic drug manufacturer has to demonstrate that the generic version of the originator drug
    has the same qualitative and quantitative composition in terms of active substance and the same
    pharmaceutical form and is bioequivalent to the originator drug.
15  See M.7975 – Mylan/Meda, M.5253 - Sanofi-Aventis/Zentiva.
16  See M.5778 - Novartis/Alcon, M.5865 - Teva/Ratiopharm, and M.5253 - Sanofi-Aventis/Zentiva.
17  See M.9274 - GlaxoSmithKline / Pfizer Consumer Healthcare Business. In the present case, drugs giving
    rise to (Group 1) affected markets are only prescription drugs and this distinction is thus not relevant.
18  Form CO, paras. 86-89.
                                                           7
 ---pagebreak--- (21)    In the present case, the responses to the market investigation suggest that, for the
        molecules involved in this case, different genericized molecules, including from the
        same ATC3 class, do not form part of the same product market, in particular since
        they are not interchangeable for patients and pharmacies,19 and their price-setting
        modalities differ.20 Relatedly, respondents to the market investigation also indicated
        that certain genericized molecules belonging to wider groups of molecules with the
        same or similar mode of actions, such benzodiazepines, are generally not
        interchangeable.21 However, with regard to anticholinergics specifically, while the
        majority of respondents also consider that different molecules generally do not form
        part of the same product market, 22 the Commission notes that the answers received
        in the market investigation to this question were mixed regarding the Lithuanian
        market.23 These elements indicate that, with the possible exception of
        anticholinergics,24 the molecules offered by the Parties and analysed in the present
        case each form a separate product market.
(22)    Respondents to the market investigation also took the view that, for the same
        genericized molecule, originator and generics form part of the same market, as they
        are generally perceived as substitutes to each other and interchangeable.25 This
        indicates that, concerning the products offered by the Parties and therefore analysed
        in the present case, products based on the same molecule(s) that fall within the same
        therapeutic indication (namely within a same ATC3 class) belong to the same
        product market.
(23)    The market investigation was inconclusive regarding whether products with different
        galenic forms are substitutable.26 A large majority of responding pharmacies
        indicated that different form factors might not be interchangeable to treat the same
        symptoms or illness, especially for nervous system treatments,27 while an
19 Questionnaire Q2 to retailers, non-confidential replies to question 14.
20 Questionnaire Q1 to competitors, non-confidential replies to question 13.
21 Questionnaire Q2 to retailers, non-confidential replies to questions 14.2 and 14.3 and questionnaire Q1 to
   competitors, non-confidential replies to question 43.
22 Questionnaire Q2 to retailers, non-confidential replies to questions 14.2 and 14.3 and questionnaire Q1 to
   competitors, non-confidential replies to question 43.
23 Questionnaire Q1 to competitors, non-confidential replies to question 43. Significant competitors active in
   the supply of anticholinergics in Lithuania indeed consider that these molecules are interchangeable,
   especially because they are reimbursed for the same diagnosis (i.e. overactive bladder).
24 With regard to anticholinergics, the Commission considers that the precise relevant product market,
   whether it includes (i) all anticholinergic agents combined or (i) each separate anticholinergic agent
   separately, can be left open. Indeed, the competitive assessment of the Transaction does not raise serious
   doubts regardless of whether the relevant product market comprises (i) all anticholinergic agents
   combined or (i) each separate anticholinergic agent separately.
25 Questionnaire Q2 to retailers, non-confidential replies to question 13. Questionnaire Q3 to wholesalers,
   non-confidential replies to question 8.
26 For the purpose of this Decision, the Commission has looked at “galenic form” with reference to the first
   letter of the typology of form codes (the so-called “New Form Code” or NFC) used by IMS/EphMRA. In
   general, the first letter ("NFC-1") differentiates between forms for systemic and topical effect, site of
   application (e.g. oral, nasal, parenteral or rectal), and long-acting and ordinary forms.
27 Questionnaire Q2 to retailers, non-confidential replies to question 15.
                                                              8
 ---pagebreak---         overwhelming majority of competitors consider that different galenic forms do
        compete with each other.28 The Commission notes that the Commission’s
        assessment does not significantly differ in the present case should the relevant
        product markets be sub-segmented at the galenic form level or comprise all galenic
        forms. Moreover, no additional Group 1(+) or 2 markets arise from the Transaction
        if the relevant product markets were defined based on different galenic forms, except
        where this is explicitly mentioned in Section 5, and in none of those cases the
        competitive assessment changes. Therefore, the question of whether the relevant
        molecule markets should be further segmented based on the galenic form of FDPs
        can be left open, as it has no impact on the competitive assessment of the
        Transaction.
(24)    In summary, based on the results of the market investigation and any other evidence
        available to it, the Commission has no reason to depart from its decisional
        precedents in the area of genericized FDPs (see paras. 15 to 18 above), and
        concludes that the relevant product markets should be defined at molecule level,
        while the question of the sub-segmentation based on the galenic form can be left
        open.
5.1.2. Geographic market definition
(25)    The Commission has consistently defined the geographic markets for FDPs as being
        national in scope.29
(26)    The Notifying Parties, in line with the Commission’s decisional practice, provided
        market share data at national level for FDP overlaps.
(27)    The market investigation in this case confirmed the national dimension of the
        markets for FDPs, in particular in view of the differing national regulatory and
        reimbursement schemes, and the fact that competition between pharmaceutical
        suppliers still predominantly takes place at a national level.30
(28)    Therefore, for the purpose of this Decision, the Commission considers that the
        geographic scope of all relevant FDP product markets is national.
5.2.    Methodology for the identification and the assessment of affected markets
(29)    In line with Commission precedents,31 the Notifying Parties primarily used sales data
        of pharmaceutical products compiled by IQVIA to identify the affected markets that
        the Transaction gives rise to.32
28  Questionnaire Q1 to competitors, non-confidential replies to question 5.
29  See M.9274 – GlaxoSmithKline / Pfizer Consumer Healthcare Business, paras. 23-26. See also, e.g.,
    M.7975 – Mylan/Meda, para. 24, and M.7746 – Teva/Allergan, para. 19.
30  See Questionnaire Q4 to national authorities, non-confidential replies, as well as Questionnaire Q1 to
    competitors, non-confidential replies, Questionnaire Q2 to retailers, non-confidential replies, and
    Questionnaire Q3 to wholesalers, non-confidential replies.
31  See M.7746 – Teva/Allergan, e.g. paras 47, 126, 168; M.7975 – Mylan/Meda, para 67. In those decisions,
    IQVIA’s former name, “IMS”, is mentioned as source of market share data.
                                                         9
 ---pagebreak--- (30)   In addition, given a large number of affected markets in pharmaceutical mergers
       (involving numerous product and geographic markets), the Commission has applied
       a system of filters aimed at determining the group of markets where concerns are
       most likely and on which it focuses its analysis. In line with Commission precedents
       in the pharmaceutical sector,33 affected markets can be classified in four categories:
              Group 1, where the Parties' combined market share exceeds 35% and the
               increment exceeds 1%;
              Group 1+, where either (i) the combined market share is below 35% (but
               above 20%), and only one other competitor remains on the market, or where
               (ii) the combined market share exceeds 35% and the increment is below 1%,
               but the party with the small increment is a recent entrant.34
              Group 2, where the Parties' combined market share exceeds 35% but the
               increment is below 1%; and
              Group 3, where the Parties' combined market share is between 20% and 35%.
(31)   The Commission has analysed all markets affected by the Transaction. Regarding
       Group 1(+) markets (comprising Group 1 and Group 1+ markets), the Commission
       assessed the markets under the narrowest plausible market definition, namely at the
       molecule level (with potential sub-segmentation by galenic form where relevant).
       Depending on the results of the market investigation on the scope of the relevant
       market in relation to these molecules, the Commission also assessed these markets at
       "multi-molecule" level (namely a combination of potentially interchangeable
       molecules within the same ATC4 or ATC3 class).
(32)   The Commission's assessment focused primarily on volume-based market shares. As
       generics are in general less expensive than the originator drugs, the competitive
       interactions between Mylan (and other generic players) and Upjohn, are more
       accurately reflected in volume-based market shares. In addition, the products
       concerned by the Transaction have typically been genericised over five years ago,
       thus mitigating any first-mover advantage that a specific generic player may have in
32 The Notifying Parties relied on IQVIA data for most EEA countries, except those that are not fully
   covered by IQVIA, namely Cyprus, Iceland, Malta, and the United Kingdom (as well as the Netherlands
   for which the Notifying Parties relied on, the Farminform database). With regard to the years covered, the
   Notifying Parties did not provide full year 2019 market share because such data was not available at the
   time of notification from the relevant databases. As year-to-date market share data was however available
   from the relevant databases, at the request of the Commission, the Notifying Parties identified the
   additional affected markets arising from the Transaction based on 2019 year-to-date (January-November
   2019) market share data. The Notifying Parties provided 2019 year-to-date (January-November 2019)
   market share data for these additional affected markets and for those where Mylan is a recent entrant (i.e.
   where it entered in the last three years). This Decision therefore contains 2019 market share data for the
   period January-November 2019 in the individual assessment of these markets where relevant.
33 See M.8889 – Teva / PGT OTC Assets, para. 35.
34 See M.5778 – Novartis/Alcon, para. 25.
                                                         10
 ---pagebreak---          particular on pricing. Under these circumstances, the competitive pressure that
         generics exert on the originator largely depends on the volumes that they can divert
         from the originator, and the competitive position of each company is therefore better
         captured with volume market shares. However, the Commission also reviewed the
         value-based market shares of the Parties and their competitors for the affected
         markets. In the present case, the combined value-based market share of the Parties is
         generally higher than their volume-based combined market share, as the former
         originator product of Upjohn is generally sold at a higher price point than its generic
         competitors. In any event, the Commission notes that the competitive assessment
         does not differ substantially when considering value market shares for any affected
         market, in particular because the number of competitors and their ability to exert a
         credible competitive pressure on the merged entity does not change.
5.3.     Competitive assessment
(33)     In line with precedents,35 Group 3 markets are not discussed individually in this
         Decision.36 The Commission assessed the competitive situation in these markets by
         considering the combined market shares of the Parties and their competitors over the
         last three years, other factors including the presence of competitors with a significant
         presence in the generics markets, the date of patent expiry, the recent evolution of
         prices, the level of complexity of the Parties’ products,37 the Parties’ pipeline
         products, as well as the results of the market investigation. The Commission reached
         the conclusion that the Transaction does not raise serious doubts as to its
         compatibility with the internal market in relation to the Group 3 markets arising
         from the Transaction, due to the limited market shares of the Parties and the presence
         of significant competitors remaining on the market post-Transaction that will likely
         sufficiently constrain the merged entity.
(34)     The Commission has assessed all Group 1(+) and 2 markets individually, but does
         not discuss individually in this Decision the Group 1(+) and 2 markets which fall
         within one of the two following sets of criteria. These markets (for which the
35  See M.8889 – Teva / PGT OTC Assets, para. 36.
36  Based on 2018 market shares provided by the Parties, Group 3 markets arise in the following molecules
    (or combination of molecules)/country pairs: Nitroglycerin (C1E) in Spain; Doxazosin (C2A) in Poland
    and Spain; Doxazosin/Prazosin (C2A) in Spain; Sildenafil (C6B) in Germany and Sweden; Amlodipine
    (C8A) in Ireland and Portugal; atorvastatin (C10A) in Bulgaria, Croatia, Czechia, Greece, the
    Netherlands, Portugal, Slovakia, and the United Kingdom; anticholinergics (G4D) in Finland and Italy;
    sildenafil (G4E) in Czechia, Denmark, Hungary, Iceland, Ireland, Portugal, Slovakia, and the United
    Kingdom; celecoxib (M1A) in Germany; gabapentin (N3A) in Belgium, Iceland, and Italy; pregabalin
    (N3A) in Bulgaria, Germany, Iceland, and the Netherlands; ziprasidone (N5A) in Slovakia; alprazolam
    (N5C) in Belgium; benzodiazepines (N5C) in France and Portugal; sertraline (N6A) in Belgium, Czechia,
    Ireland, and Sweden; venlafaxine (N6A) in Czechia, Ireland, the Netherlands, Portugal, and Spain;
    latanoprost (S1E) in France (see Form CO, Annexes 10a-b).
37  Complex generics commonly refer to products, which require comparably higher investment before they
    may be launched on the market, because they are more difficult to manufacture or formulate, or require a
    drug/device combination.
                                                       11
 ---pagebreak---  ---pagebreak--- (36)     In these markets, the Parties' combined market share generally remains below [50-
         60]%,39 under any plausible market definition.40 In this case, which involves a
         merger between an originator and a generic company, high market shares alone do
         not equate to market power. Genericised FDPs are typically heavily regulated, which
         limit the opportunity to engage in price increases and favours the entry of new and
         lower cost generic players. In addition, Mylan, as a generic player, competes more
         closely with other generic players. If a sufficient number of credible competitors
         remain in the market, combining the market shares of Mylan and Upjohn thus does
         not automatically translate into increased market power.
(37)     Moreover, the overwhelming majority of respondents to the market investigation
         considered that the Transaction would have a neutral or positive impact on these
         markets.
(38)     In light of the foregoing, the Commission finds that the Transaction does not raise
         serious doubts as to its compatibility with the internal market in relation to the
         markets listed in Table 1.
(39)     In the following, the Commission individually assesses all Group 1(+) and Group 2
         markets, which do not fall under one of the two categories referred to in paragraph
         (34). For the reasons detailed in paragraph (32) above, the Commission relied as a
         starting point on volume-based market shares to assess the competitive dynamics of
         the affected markets. However, as noted above, the Commission considered the
         value market shares for the markets affected by the Transaction and notes that the
         competitive assessment does not differ substantially when considering value market
         shares for any affected market.
39 However, in some instances the Parties’ combined market share may reach [60-70] or [60-70]%. The
   molecule/country markets in which the Parties’ combined market shares are between [50-60]% and [60-
   70]% (based on volume shares) in 2018 are the following: amlodipine in Italy (Upjohn: [40-50]%, Mylan:
   [5-10]%, combined: [50-60]%, competitors Teva: [5-10]%, Doc Generici: [5-10]%, Novartis: [5-10]%);
   alprazolam in the Netherlands (Upjohn: [40-50]%, Mylan: [10-20]%, combined: [50-60]%, competitors
   Novartis: [20-30]%, Stada:[10-20]%, Teva: [5-10]%); alprazolam in Spain (Upjohn: [5-10]%, Mylan: [40-
   50]%, combined: [50-60]%, competitors Infarco: [10-20]%, Normon: [5-10]%, Stada: [5-10]%, Aristo
   Pharma [5-10]%, Sun Pharma: [5-10]%); doxazosin in Italy (Upjohn: [50-60]%, Mylan: [5-10]%,
   combined: [60-70]%, competitors Stada: [5-10]%, Teva; [5-10]%, Doc Generici; [5-10]%); eplerenone in
   the United Kingdom (Upjohn: [40-50]%, Mylan: [10-20]%, combined: [60-70]%, competitors: Accord: ca.
   [10-20]%, Zentiva: ca. [10-20]%, Aspire Pharma: ca. [5-10]% based on the Parties’ estimates); pregabalin
   in Ireland (Upjohn: [50-60]%, Mylan: [0-5]%, combined: [50-60]%, competitors Krka: [10-20]%, Intas:
   [10-20]%, Teva: [5-10]%); pregabalin in Slovakia (Upjohn :[20-30]%, Mylan: [30-40]%, combined: [50-
   60]%, competitors Krka: [10-20]%, Novartis: [5-10]%, Stada: [5-10]%, Glenmark Pharma: [5-10]%);
   sertraline in Italy (Upjohn: [10-20]%, Mylan: [40-50]%, combined: [50-60]%, competitors Doc Generici:
   [10-20]%, Novartis: [10-20],% Teva: [5-10]%, Stada: [5-10]%).
40  See Form CO, Section 7A.
                                                       13
 ---pagebreak---  ---pagebreak---  ---pagebreak---       Commission’s assessment
(47)  The combined market share of the Parties at molecule level amounts to nearly [40-
      50]% in 2018. In addition, only one significant competitor would remain post-
      Transaction, namely Zentiva with a volume-based market share of [40-50]% in 2018
      and hence, the combined entity would face limited competitive constraints post-
      Transaction.
(48)  Moreover, if the market was further segmented based on galenic form, the Parties are
      the only two manufacturers supplying extended release tablets of doxazosin in
      Czechia. Therefore, the Transaction would lead to a monopoly if a market
      segmented by galenic form at molecule level were considered.
      Conclusion
(49)  In view of the above considerations, taking into account the market investigation and
      all the evidence available to it, the Commission concludes that the Transaction raises
      serious doubts as to its compatibility with the internal market due to its likely
      horizontal non-coordinated effects (i) in the market for doxazosin in Czechia given
      the high combined market share post-Transaction and the reduced number of
      significant competitors in the market, as well as (ii) in a possible market for extended
      release tablets of doxazosin in Czechia given that no competitor would remain on
      this possible market.
      (b)        Doxazosin in France
(50)  Both Parties supply doxazosin (ATC3 class C2A) in France. This molecule is
      genericized in France since 2009. While Upjohn markets doxazosin under the brand
      name Zoxan, Mylan supplies an unbranded version of doxazosin.
      Market shares
(51)  A Group 1 market arises at the molecule level for doxazosin in France.44
(52)  The volume market shares of the Parties and their competitors for the supply of
      doxazosin in France are provided below in Table 3.
44 A Group 1 market also arises at the multi-molecule level (doxazosin and prazosin) in France.
                                                        16
 ---pagebreak---  ---pagebreak---  ---pagebreak---        Notifying Parties’ views
(63)   The Parties did not submit any views in relation to this market. To expedite the
       clearance of the Transaction, the Parties offered to divest Mylan’s eplerenone
       product in Belgium to a suitable purchaser.47
       Commission’s assessment
(64)   The combined market share of the Parties is [90-100]% at molecule level, with a
       significant increment from Upjohn (of [20-30]% based on 2018 figures). As a result,
       no competitor would remain post-Transaction and the Transaction would therefore
       lead to a monopoly for the supply of eplerenone in Belgium.
(65)   The market investigation did not provide any elements to dispel the serious doubts
       arising from the fact that the merged entity would have a monopoly on the market
       post-Transaction and there would be no competitor present.
       Conclusion
(66)   In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission considers that the Transaction raises
       serious doubts as to its compatibility with the internal market as regards the supply
       of eplerenone in Belgium due to its likely horizontal non-coordinated effects in the
       market for eplerenone in Belgium given the high combined market share and the fact
       that no competitors will remain on the market post-Transaction.
       (b)          Eplerenone in Hungary
(67)   Both Parties supply eplerenone (ATC3 class C3A) in Hungary. This molecule is
       genericized in Hungary since 2010. In this country, while Upjohn markets
       eplerenone under the brand name Inspra, Mylan sells an unbranded version of
       eplerenone.
       Market shares
(68)   The Transaction gives rise to a Group 1 market at the molecule level for eplerenone
       in Hungary.
47 See Section 8 of this Decision.
                                                19
 ---pagebreak---  ---pagebreak---        Commission’s assessment
(72)   Structurally, the Transaction leads to an important change in the market. Post-
       Transaction, the merged entity’s market share would be very high (reaching [80-
       90]% based on 2018 figures) with a material increment from Mylan (of [5-10]%
       based on 2018 figures). Such market shares may in themselves be indicative of a
       dominant position of the merged entity post-Transaction.49
(73)   In addition, the market investigation conducted by the Commission does not fully
       support the Notifying Parties’ arguments.50
(74)   First, the Transaction will result in a reduction in the number of players from four to
       three. Between the two other players active in the supply of eplerenone in Hungary,
       only one competitor has a significant presence in Hungary overall and in diuretics
       (ATC2 class C3) more specifically, namely Krka, which is a recent entrant with a
       market share remaining below [0-5]% in 2018. Alvogen, the only other supplier of
       eplerenone in Hungary, has consistently had a higher market share than Mylan in the
       last 3 years. However, this player does not have a strong presence in Hungary in
       general, nor in the therapeutic area (ATC2 level). As a result, the constraints
       exercised by competitors on the merged entity for the supply of eplerenone in
       Hungary are likely to remain limited post-Transaction.
(75)   Second, the Parties’ claim that generics/unbranded products do not compete closely
       with originators/branded products was not supported by the market investigation.
       Replies to the market investigation were inconclusive as to whether originator and
       generic products are considered interchangeable.51 In addition, the Hungarian
       national authority states that pharmacies have incentives to substitute originator
       products with generics.52
(76)   In addition, wholesalers in Hungary indicated that they carry both the originator and
       generic versions of genericized molecule, and try to offer as many generics as
       possible,53 evidencing as well the importance of a sufficient number of generic
       suppliers to maintain effective competition.
49 Horizontal Merger Guidelines, para 17.
50 No Hungary-based retailers responded to the market investigation.
51 Questionnaire Q3 to wholesalers, non-confidential replies to question 8. As indicated in footnote 50, no
   Hungary-based retailers responded to the market investigation.
52 Questionnaire Q4 to national authorities, non-confidential replies to question 5.
53 Questionnaire Q3 to wholesalers, non-confidential replies to questions 6 and 7.
                                                        21
 ---pagebreak---  ---pagebreak---  ---pagebreak--- (86)     Mylan’s limited increment and the constraints exercised by competitors suggest that
         the Transaction will not alter significantly the structure of the market for the supply
         of eplerenone in Ireland. This was confirmed by the market investigation. The
         majority of respondents consider that the Transaction will not have a negative impact
         on the market for eplerenone in Ireland, either on prices or on product availability.57
(87)     Finally, the results of the market investigation did not reveal any substantiated
         concerns as regards the impact of the Transaction in the eplerenone market in
         Ireland.
         Conclusion
(88)     In view of the above considerations, taking into account the market investigation and
         all the evidence available to it, the Commission considers that the Transaction does
         not raise serious doubts as to its compatibility with the internal market with respect
         to the supply of eplerenone in Ireland.
5.3.1.3.           Pulmonary arterial hypertension (ATC3 class C6B)
(89)     In the EEA, both Parties market sildenafil, which is a so-called PDE-5 inhibitor. This
         molecule is used to treat pulmonary arterial hypertension (“PAH”) and is indicated
         for the prevention of cardiovascular disease in adults and for the treatment of
         hyperlipidemia. The Transaction gives rise to the following Group 1(+)/2 markets
         (which do not fall within one of the two categories referred to in paragraph (34)) for
         sildenafil (PAH).
         (a)         Sildenafil in Estonia
(90)     Both Parties supply sildenafil for the treatment of PAH (ATC3 class C6B) in
         Estonia.58
(91)     This molecule is genericized in Estonia since 2015 for the treatment of PAH. Both
         Parties market a branded version of sildenafil for the treatment of PAH in Estonia.
         While Upjohn markets sildenafil (C6B) under the brand name Revatio, Mylan
         markets this product under the name Mysildecard.
         Market shares
(92)     The Transaction gives rise to a Group 1+ market at the molecule level for the supply
         of sildenafil (C6B) in Estonia.
57  Questionnaire Q2 to retailers, non-confidential replies, non-confidential replies to question 28.
58  Sildenafil is a molecule falling within both (i) the ATC3 class C6B, for the treatment of PAH and (ii) the
    ATC3 class G4E, for the treatment of erectile dysfunctions. In this Decision, the Commission refers to
    “sildenafil (C6B)” for sildenafil products marketed for the treatment of PAH, and to “sildenafil (G4E)” for
    sildenafil products marketed for the treatment of erectile dysfunction.
                                                           24
 ---pagebreak---  ---pagebreak---  ---pagebreak---        Notifying Parties’ views
(103) The Parties did not submit any views in relation to this market. To expedite the
       clearance of the Transaction, the Parties offered to divest Mylan’s sildenafil product
       (C6B) in France to a suitable purchaser.60
       Commission’s assessment
(104) Structurally, for the supply of sildenafil (C6B) in France, the combined market share
       of the Parties is extremely high (namely [90-100]%). Besides the Parties, no other
       competitor is active for the supply of sildenafil (C6B) in France and thus no
       competitor would remain post-Transaction on the market. Therefore, the Transaction
       would lead to a monopoly for the supply of sildenafil (C6B) in France.
(105) The market investigation did not provide any elements to dispel the serious doubts
       arising from the fact that the merged entity would have a monopoly on the market
       post-Transaction and there would be no competitor present.
       Conclusion
(106) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission concludes that the Transaction raises
       serious doubts as to its compatibility with the internal market as regards the supply
       of sildenafil for the treatment of PAH (ATC3 class C6B) in France, due to its
       horizontal non-coordinated effects in the market for sildenafil in France given the
       high combined market share and the fact that no competitors will remain in the
       market post-Transaction.
       (c)          Sildenafil in Ireland
(107) Both Parties supply sildenafil (ATC3 class C6B) in Ireland for the treatment of PAH.
       This molecule is genericized in Ireland since 2015 for the treatment of PAH. In this
       country, both Parties market a branded version of sildenafil (C6B) under the brand
       names Revatio concerning Upjohn and Mysildecard concerning Mylan.
       Market shares
(108) The Transaction gives rise to a Group 1+ market at the molecule level for sildenafil
       (C6B) in Ireland.
60 See Section 8 of this Decision.
                                                  27
 ---pagebreak---  ---pagebreak---       [5-10]% and [5-10]% respectively) and have a strong presence in the therapeutic
      area as well (namely a market share of [5-10]% and [5-10]% respectively at ATC2
      level in Ireland).
(114) In addition, the results of the market investigation indicate that there will remain a
      sufficient number of suppliers of sildenafil (C6B) in Ireland. All responding Irish
      wholesalers indicated that a sufficient number of suppliers of sildenafil (C6B) would
      remain in the market post-Transaction.61
(115) Finally, the results of the market investigation did not reveal any substantiated
      concerns as regards the impact of the Transaction regarding the supply of sildenafil
      (C6B) in Ireland.
      Conclusion
(116) In view of the above considerations, taking into account the market investigation and
      all the evidence available to it, the Commission considers that the Transaction does
      not raise serious doubts as to its compatibility with the internal market with respect
      to the supply of sildenafil for the treatment of PAH (C6B) in Ireland.
      (d)         Sildenafil in Latvia
(117) Both Parties supply sildenafil (ATC3 class C6B) in Latvia for the treatment of PAH.
      This molecule is genericized in Latvia since 2015 for this therapeutic indication.
      Both Parties market a branded version of sildenafil for the treatment of PAH in
      Latvia. While Upjohn markets sildenafil (C6B) under the brand name Revatio,
      Mylan markets this product under the name Mysildecard.
      Market shares
(118) The Transaction gives rise to a Group 1 market at the molecule level for the supply
      of sildenafil (C6B) in Latvia.
(119) The volume market shares of the Parties and their competitors for the supply of
      sildenafil in Latvia are provided below in Table 10.
61 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
                                                       29
 ---pagebreak---  ---pagebreak---  ---pagebreak---       Commission’s assessment
(130) Structurally, the combined market share of the Parties is very high at molecule level
      ([90-100]% in 2018), with a significant market share from Upjohn ([90-100 ]% in
      2018), and Mylan’s increment is small (below [0-5]% in 2018). Mylan is, however, a
      recent entrant, which started supplying sildenafil for PAH in Lithuania in 2017. In
      addition, only two competitors are active in the supply of this product in Lithuania,
      namely Teva and Intas, one of which (Intas) does not rank among the top 10
      suppliers of generics in Lithuania. As a result, the Transaction would reduce the
      number of players from four to three. These elements are indicative of a likely
      dominant position of Upjohn pre-Transaction, which would be further strengthened
      by the Transaction.
(131) The market investigation did not provide any elements to dispel the serious doubts
      arising from the fact that Upjohn would likely have a dominant position pre-
      Transaction, which would be further strengthened by the Transaction and that the
      merged entity would only face limited competition post-Transaction.
      Conclusion
(132) In view of the above considerations, taking into account the market investigation and
      all the evidence available to it, the Commission concludes that the Transaction raises
      serious doubts as to its compatibility with the internal market as regards the supply
      of sildenafil in Lithuania for the treatment of PAH (ATC3 class C6B), due to its
      likely horizontal non-coordinated effects, in particular given the high combined
      market share and the limited number of significant suppliers.
      (f)         Sildenafil in Romania
(133) Both Parties supply sildenafil (ATC3 class C6B) in Romania for the treatment of
      PAH. This molecule is genericized in Romania since 2015 for this therapeutic
      indication. Both Parties market a branded version of sildenafil for the treatment of
      PAH in Romania. While Upjohn markets sildenafil (C6B) under the brand name
      Revatio, Mylan markets this product under the name Mysildecard.
      Market shares
(134) The Transaction gives rise to a Group 1 market at the molecule level for the supply
      of sildenafil in Romania.
(135) The volume market shares of the Parties and their competitors for the supply of
      sildenafil in Romania are provided below in Table 12.
                                                32
 ---pagebreak---  ---pagebreak---  ---pagebreak---         Notifying Parties’ views
(145) The Parties did not submit any views in relation to this market. To expedite the
        clearance of the Transaction, the Parties offered to divest Mylan’s sildenafil product
        (C6B) in the United Kingdom to a suitable purchaser.66
        Commission’s assessment
(146) Structurally, the combined market share of the Parties is very high at molecule level
        ([80-90]% in 2018), with a significant market share from Upjohn ([50-60]% in
        2018), and Mylan’s increment is also high (namely [30-40]% in 2018). These
        elements are indicative of a likely dominant position of Upjohn pre-Transaction,
        which would be further strengthened by the Transaction.
(147) The market investigation did not provide any elements to dispel the serious doubts
        arising from the fact Upjohn would likely have a dominant position pre-Transaction,
        which would be further strengthened by the Transaction and that the merged entity
        would only face limited competition post-Transaction. To the contrary, three
        wholesalers based in the United Kingdom believe that, for the supply of sildenafil,
        the Transaction will have a negative impact on prices or product availability in the
        United Kingdom.67
        Conclusion
(148) In view of the above considerations, taking into account the market investigation and
        all the evidence available to it, the Commission concludes that the Transaction raises
        serious doubts as to its compatibility with the internal market as regards the supply
        of sildenafil in the United Kingdom for the treatment of PAH (ATC3 class C6B),
        due to horizontal non-coordinated effects, in particular given the high combined
        market share and the limited number of significant suppliers.
5.3.1.4.         Cholesterol and Triglyceride preparations (ATC3 class C10A)
(149) In the EEA, both Parties market atorvastatin, which is a molecule indicated for the
        prevention of cardiovascular disease in adults and for the treatment of
        hyperlipidemia. The Transaction gives rise to the following Group 1(+)/2 markets
        (which do not fall within one of the two categories referred to in paragraph (34)) for
        atorvastatin.
        (a)          Atorvastatin in Italy
(150) Both Parties supply atorvastatin (ATC3 class C10A) in Italy. This molecule is
        genericized in Italy since 2012. In this country, Upjohn markets a branded version of
66  See Section 8 of this Decision.
67  Questionnaire Q3 to wholesalers, non-confidential replies to question 22.
                                                        35
 ---pagebreak---  ---pagebreak---         Commission’s assessment
(155) Structurally, the Parties’ combined market share is high, but remained below [50-
        60]% in the past three years. Mylan’s increment amounted to [5-10]% in 2018, and
        remained below [10-20]% in 2016 and 2017.
(156) In addition, a high number of players, namely nineteen, will remain active in the
        supply of atorvastatin in Italy post-Transaction. Importantly, two of the Parties’
        competitors, Menarini and Teva, have a significant presence in this market. Menarini
        and Teva’s market share exceeded [5-10]% in the past three years ([20-30]% and [5-
        10]% respectively in 2018). In addition, both Menarini and Teva have a significant
        presence at the level of the ATC1 class to which atorvastatin belongs.68 An
        additional player, Doc Generici, which ranks among the top 10 suppliers of generics
        in Italy, is also active in the supply of atorvastatin in Italy, although with a market
        share slightly below [5-10]% ([0-5]% in 2018, but with a small increase in the past
        three years). These competing suppliers will thus likely be able to constrain the
        merged entity post-Transaction. This was confirmed by the market investigation.
        The Italy-based customers that responded to the market investigation indicated that
        there would be no material change in terms of having a sufficient number of
        suppliers post-Transaction for this molecule.69
(157) Finally, the results of the market investigation did not reveal any substantiated
        concerns as regards the impact of the Transaction in the atorvastatin market in Italy.
        None of the respondents to the market investigation considers that the Transaction
        will have a negative impact on the market, either on prices or on product
        availability.70
        Conclusion
(158) In view of the above considerations, taking into account the market investigation and
        all the evidence available to it, the Commission considers that the Transaction does
        not raise serious doubts as to its compatibility with the internal market with respect
        to the supply of atorvastatin in Italy.
        (b)         Atorvastatin in Norway
(159) Both Parties supply atorvastatin (ATC3 class C10A) in Norway. This molecule is
        genericized in Norway since 2002. In this country, while Upjohn markets a branded
68 The Commission notes that Upjohn has an outlicensing arrangement with [Upjohn’s outlicensees] for the
   supply of atorvastatin in Italy. However, this outlicensing relationship is very limited. It only relates to
   [details of the outlicensing agreement] (with a market share at molecule level of [0-5]% in terms of
   volume and value). The licensee, [name of the licensee], has its own independent marketing authorization
   for [galenic form], which accounts for the majority of [the licensee’s] sales in that molecule market.
69 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
70 Questionnaire Q1 to competitors, non-confidential replies to question 22. Questionnaire Q2 to retailers,
   non-confidential replies to question 28.
                                                         37
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---       Commission’s assessment
(175) Post-Transaction, the Parties will face competition from a number of established
      generic manufacturers, with a significant market presence in Austria (Sanofi is
      among the top 10 competitors in generics in Austria), with a significant presence in
      urinary incontinence products (Montavit has a market share of [5-10]% at ATC2
      level), as well as Astellas Pharma (market share of [10-20]% in anticholinergics).
      Furthermore, Upjohn faces competition from two additional competitors (namely
      Intas with a market share of [5-10]% and Easypharm Generika with a market share
      of [5-10]%) at the molecule level (tolterodine).
(176) Furthermore, the market investigation confirmed the argument of the Parties that the
      Parties’ products are not close substitutes, as the Parties do not market the same
      genericized molecule.72.
(177) In addition, the results of the market investigation indicate that there will remain a
      sufficient number of suppliers of anticholinergics in Austria. All responding
      Austrian wholesalers indicated that a sufficient number of suppliers of
      anticholinergics would remain on the market post-Transaction.73
(178) Finally, the results of the market investigation did not reveal any substantiated
      concerns as regards the impact of the Transaction in the anticholinergics market in
      Austria.
      Conclusion
(179) In view of the above considerations, taking into account the market investigation and
      all the evidence available to it, the Commission considers that the Transaction does
      not raise serious doubts as to its compatibility with the internal market with respect
      to the supply of anticholinergics in Austria.
      (b)          Anticholinergic agents in Lithuania
(180) The Transaction does not give rise to Group 1(+) or 2 market at molecule level for
      the treatment of urinary incontinence (ATC3 G4D) in Lithuania. However, the
      Transaction gives rise to a Group 1 market if the relevant market were defined at the
      multi-molecule level for the supply of anticholinergics in Lithuania.
(181) With regard to anticholinergics in Lithuania, Upjohn sells the molecule tolterodine,
      under the brand name Detrusitol, while Mylan markets a branded version of
      oxybutynin, under the brand name Driptane.
72 Questionnaire Q2 to retailers, non-confidential replies to question 14.3 and questionnaire Q1 to
   competitors, non-confidential replies to question 43.
73 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
                                                         41
 ---pagebreak---  ---pagebreak---        respectively [30-40]% and [10-20]%). Respondents to the market investigation based
       in Lithuania indicated that these two companies are among the ten leading suppliers
       of generics in Lithuania.74 This indicates that Zentiva and Teva could exert
       constraints on the behaviour of the merged entity, including in terms of pricing.
(187) Second, the market investigation confirmed the argument of the Parties that the
       Parties’ products are not close substitutes, as the Parties do not market the same
       genericized molecule.75
(188) In addition, the results of the market investigation indicate that there will remain a
       sufficient number of suppliers of anticholinergics in Lithuania. All responding
       Lithuanian wholesalers indicated that a sufficient number of suppliers of
       anticholinergics would remain on the market post-Transaction.76
(189) Finally, the results of the market investigation did not reveal any substantiated
       concerns as regards the impact of the Transaction in the anticholinergics market in
       Lithuania.
       Conclusion
(190) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission considers that the Transaction does
       not raise serious doubts as to its compatibility with the internal market with respect
       to the supply of anticholinergics in Lithuania.
5.3.3. Musculoskeletal system treatment FDPs
(191) Regarding treatments for the musculoskeletal system, the Transaction also gives rise
       to a Group 1 affected market (which does not fall within one of the two categories
       referred to in paragraph (34)) in the market for the supply of celecoxib in Italy.
(192) In the EEA, both Parties market celecoxib, which is a molecule indicated for the
       treatment of musculoskeletal inflammation. A Group 1 affected market arises in
       Italy.
(193) Both Parties supply celecoxib (ATC3 class M1A) in Italy. This molecule is
       genericized in Italy since 2014. In this country, Upjohn sells both an unbranded and
       a branded version (Celebrex) of celecoxib, and Mylan supplies an unbranded version
       of celecoxib.
74  Questionnaire Q3 to wholesalers, non-confidential replies to question 15.
75  Questionnaire Q2 to retailers, non-confidential replies to question 14.3 and questionnaire Q1 to
    competitors, non-confidential replies to question 43.
76  Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
                                                          43
 ---pagebreak---  ---pagebreak--- (199) Second, a sufficient number of competitors remain in the market post-Transaction.
       11 generic suppliers of celecoxib will remain active post-Transaction, five of which
       had market shares exceeding the increment contributed by Mylan, namely: S.F.
       Group ([5-10]%), Teva ([5-10]%), Doc Generici ([0-5]%), Novartis ([0-5]%) and
       Stada ([0-5]%). Importantly, these five suppliers have a significant presence in Italy
       in the generic space. These five suppliers will thus likely be able to constrain the
       merged entity post-Transaction. Another six competitors offer the same molecule.
       Therefore, a sufficient number of competitors will remain in the market post-
       Transaction. This was confirmed by the market investigation. Indeed, Italian-based
       wholesalers indicated unanimously that they would have a sufficient number of
       suppliers post-Transaction for this molecule.77
(200) In addition, the presence of five suppliers with market shares larger than Mylan
       suggests that the Transaction will not alter significantly the structure of supply and
       will not lead to a negative impact in terms of product availability or frequency of
       price reductions. This was confirmed by the market investigation. Respondents to
       the market investigation unanimously confirmed that the Transaction would not have
       a negative impact on the market for celecoxib in Italy, either on prices or on product
       availability.78
(201) Third, the market investigation did not indicate that the Transaction could
       meaningfully alter the competitive dynamics in the market. S.F. Group, the second
       largest supplier of celecoxib in Italy following Upjohn (in terms of market shares), is
       the only competing supplier besides Upjohn offering branded celecoxib in Italy. All
       other suppliers, including Mylan, offer undifferentiated generic products.79
(202) Finally, the results of the market investigation did not reveal any substantiated
       concerns as regards the impact of the Transaction in the celecoxib market in Italy.
       Conclusion
(203) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission considers that the Transaction does
       not raise serious doubts as to its compatibility with the internal market with respect
       to the supply of celecoxib in Italy.
77 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
78 Questionnaire Q3 to wholesalers, non-confidential replies to question 22. Questionnaire Q2 to retailers,
   non-confidential replies to question 28.
79 Questionnaire Q3 to wholesalers, non-confidential replies to question 19. Questionnaire Q2 to Retailers,
   non-confidential replies to question 22.
                                                       45
 ---pagebreak---  ---pagebreak---  ---pagebreak---        competitive constraint, as they can enter or re-enter the market very easily from
       neighbouring countries.
       Commission’s assessment
(211) The market investigation conducted by the Commission does not fully support the
       Notifying Parties' arguments.
(212) First, the combined market share of the Parties is very high ([70-80]%) with a very
       significant increment brought by Mylan ([20-30]%). The Parties were the two largest
       suppliers of Eletriptan in Denmark in 2018. The combined market share of [70-80]%
       may in itself be evidence of a dominant position of the merged entity post-
       Transaction.80
(213) Moreover, only one competitor with a significant presence would remain in the
       market post-Transaction, namely Orifarm, a parallel importer81 of Upjohn’s
       eletriptan product with a [20-30]% market share. Although market shares fluctuate
       significantly in Denmark, only three suppliers have gained market shares above 10%
       in the last three years, showing clearly that the Parties are among the top three
       suppliers of eletriptan in Denmark.
(214) While the market investigation confirms the Notifying Parties' claims that barriers to
       entry are not particularly high in Denmark, the Commission was not able to confirm
       entry plans for this market in Denmark before 2023.82 Moreover, the market
       investigation was inconclusive as to whether parallel importers are effective
       competitors. While the views of competitors are mixed, the retailer responding to the
       market investigation does not consider parallel importers as effective competitors.83
(215) Second, the Commission observes that while the tenders system in Denmark fosters
       competition, it is important to have a sufficient number of credible suppliers
       participating in such tenders in order to keep downward pressure on prices and to
       ensure product availability. The Transaction would reduce the number of suppliers
       who have achieved market shares above [10-20]% in the last years from three to two.
       Moreover, over the period between 2016 and 2018, only one additional supplier
       achieved market shares above [5-10]% and only in 2016.
(216) Moreover, wholesalers in Denmark indicated that they carry both the originator and
       generic versions, and try to offer as many generics as possible,84 evidencing as well
80 Horizontal Merger Guidelines, para. 17.
81 Based on IQVIA, Orifarm also supplied its own unbranded product (eletriptan Orifarm).
82 Questionnaire Q1 to competitors, non-confidential replies to question 40.
83 Questionnaire Q1 to competitors, non-confidential replies to question 47. Questionnaire Q2 to retailers,
   non-confidential replies to question 35.
84 Questionnaire Q3 to wholesalers, non-confidential replies to questions 6 and 7.
                                                       48
 ---pagebreak---  ---pagebreak---       Orion, one of the largest pharmaceutical suppliers in Finland, obtained a marketing
      authorization for eletriptan in October 2018. Second, the Parties submit that the main
      reason for the limited generic uptake in this segment is Upjohn’s decision to price
      Relpax (eletriptan) within the price corridor applied under the Finnish generic
      substitution policy. Upjohn’s strategy to price within it generally limits the incentive
      for patients to switch to a generic. In Finland, pharmacies may dispense not just the
      lowest priced generic alternative for a prescribed medicinal product, but all products
      priced within the acceptable price range (referred to as the "price corridor"). In many
      instances where the originator prices within the price corridor, which is what Upjohn
      does for Relpax, patients tend to prefer the originator product and pharmacies tend to
      dispense it.
      Commission’s assessment
(223) The market investigation conducted by the Commission does not validate the
      Notifying Parties' arguments.
(224) First, the combined market shares of the Parties are very high ([90-100]%). Although
      the increment is very limited, only one additional supplier (Orifarm) achieved sales
      of eletriptan in Finland in 2018.
(225) Orifarm is a parallel importer of Upjohn’s own eletriptan, Relpax, and does not offer
      a generic version of eletriptan. Therefore, the Transaction would remove from the
      market the only generic supplier of eletriptan in 2018. Even if Orion were to enter
      the market, as suggested by the Parties, the number of generic competitors would
      remain very limited.
(226) Second, despite the decision of some suppliers to price their originator drugs within
      the price corridor, it is important to have generic suppliers to maintain price
      competition. The vast majority of competitors who responded to the market
      investigation indicated that generics exert a competitive constraint on originators in
      Finland.85 Removing the only generic eletriptan player would limit the competitive
      constraint exerted on Upjohn's Relpax, the only other molecule sold in Finland.
      Conclusion
(227) In view of the above considerations and taking account of the results of the market
      investigation and all of the evidence available to it, the Commission considers that
      the Transaction raises serious doubts as to its compatibility with the internal market,
      due to its likely horizontal non-coordinated effects in the market for eletriptan in
      Finland, in particular given the high combined market shares of the Parties and the
      limited number of suppliers.
85 Questionnaire Q1 to competitors, non-confidential replies to question 56.
                                                       50
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---        market post-Transaction. Among those, both Novartis ([0-5]%) and Stada ([0-5]%)
       achieve market shares higher than Mylan.
(270) However, the Parties submitted remedies for Luxembourg for pregabalin and
       explained that, for the purpose of marketing pregabalin, [Information relating to the
       promotion and distribution of pregabalin in Luxembourg]. Therefore, to expedite the
       clearance of the Transaction, the Parties offered to divest Mylan’s pregabalin
       product in Belgium and Luxembourg to a suitable purchaser. 93
       Commission’s assessment
(271) The combined market shares of the Parties are very high ([90-100]% in 2018), with
       an increment brought by Mylan of [0-5]% on top of Upjohn’s significant market
       share ([80-90]% in 2018). Moreover, only two competitors with market shares above
       the increment would remain in the market. No competitor achieves market shares
       above [5-10]%. These elements are indicative of a likely dominant position of
       Upjohn pre-Transaction that would be further strengthened by the Transaction.
(272) The market investigation did not provide enough elements to dispel the serious
       doubts arising from the fact that Upjohn likely has a dominant position pre-
       Transaction, which would be strengthened by the Transaction, and given that the
       merged entity would only face limited competition.
       Conclusion
(273) In view of the above considerations and taking account of the results of the market
       investigation and all of the evidence available to it, the Commission considers that
       the Transaction raises serious doubts as to its compatibility with the internal market
       due to its likely horizontal non-coordinated effects in the market for pregabalin in
       Belgium, in particular given the high combined market share and the limited number
       of significant suppliers.
       (b)          Pregabalin in Czechia
(274) Both Parties supply pregabalin (ATC3 class N3A) in Czechia. This molecule is
       genericized in Czechia since 2014. In this country, while Upjohn sells a branded
       version (Lyrica) of pregabalin, Mylan supplies an unbranded version of pregabalin.
93 See Section 8 of this Decision.
                                                59
 ---pagebreak---  ---pagebreak---       Commission’s assessment
(279) The market investigation conducted by the Commission does not fully support the
      Notifying Parties' arguments.
(280) First, the combined market share of the Parties is high ([50-60]%) with a significant
      increment brought by Mylan ([5-10]%). Although, Upjohn has lost market shares
      over the last three years, it remains the clear market leader. The increment brought
      by Mylan would lead to market shares above [50-60]%.
(281) Second, while a large number of competitors are active in the market, only two
      competitors with a significant presence would remain in the market post-
      Transaction, namely Krka with a [10-20]% market share and Novartis with a [5-
      10]% market share. All the other competitors would have markets shares below [5-
      10]% and below the increment created by the Transaction.
(282) Regardless of the fact that the regulatory framework would constrain potential price
      increases, it cannot be excluded that the removal of one of the few significant
      competitors to Upjohn would lead to less frequent price decreases or less product
      availability.
(283) The market investigation did not provide any elements to dispel the serious doubts
      arising from the fact that the merged entity would have a strong position on the
      market post Transaction and only face limited competition.
      Conclusion
(284) In view of the above, the Commission considers that the Transaction raises serious
      doubts as to its compatibility with the internal market, due to its likely horizontal
      non-coordinated effects in the market for pregabalin in Czechia, in particular given
      the high combined market shares and the limited number of significant suppliers.
      (c)         Pregabalin in Greece
(285) Both Parties supply pregabalin (ATC3 class N3A) in Greece. This molecule is
      genericized in Greece since 2014. In this country, while Upjohn sells a branded
      version (Lyrica) of pregabalin, Mylan supplies an unbranded version of pregabalin.
                                                61
 ---pagebreak---  ---pagebreak---        Commission’s assessment
(290) First, the Commission notes that Mylan contributes a limited increment of [0-5]%
       for the supply of pregabalin in Greece. The Parties' combined market share therefore
       primarily reflects the market position of Upjohn.
(291) Second, a sufficient number of competitors would remain in the market post-
       Transaction. Six generic suppliers of pregabalin will remain active post-Transaction
       in addition to the Parties, four of which with market shares exceeding the increment
       contributed by Mylan, namely: Novartis ([0-5]%), Teva ([0-5]%), Medochemie ([0-
       5]%) and Elpen ([0-5]%). Another two competitors offer the same molecule and two
       additional suppliers have entered in 2019. Therefore, a sufficient number of
       competitors remain in the market post-Transaction. This was confirmed by the
       market investigation. Indeed, wholesalers active in Greece unanimously indicated
       that they would have a sufficient number of suppliers for this molecule post-
       Transaction.96
(292) In addition, the presence of four suppliers with market shares larger than Mylan
       suggests that the Transaction will not alter significantly the structure of supply and
       will not lead to a negative impact in terms of product availability or frequency of
       price reductions. This was confirmed by the market investigation.97
(293) Respondents to the market investigation generally consider that the Transaction will
       not have a negative impact on the market for pregabalin in Greece.98
       Conclusion
(294) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission considers that the Transaction does
       not raise serious doubts as to its compatibility with the internal market with respect
       to the supply of pregabalin in Greece.
       (d)         Gabapentin in Ireland
(295) Both Parties supply gabapentin (ATC3 class N3A) in Ireland. This molecule is
       genericized in Ireland since 1999. In this country, while Upjohn sells a branded
       version (Neurontin) of gabapentin, Mylan supplies an unbranded version of
       gabapentin.
96 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
97 Questionnaire Q3 to wholesalers, non-confidential replies to question 22. Questionnaire Q2 to retailers,
   non-confidential replies to question 28.
98 Questionnaire Q3 to wholesalers, non-confidential replies to question 22. Questionnaire Q2 to retailers,
   non-confidential replies to question 28.
                                                       63
 ---pagebreak---  ---pagebreak---         recently become substitutable at pharmacy level and that consequently Upjohn
        would face more competition from generic players, and that given the number of
        remaining suppliers the Transaction cannot have a negative impact on product
        availability. Finally, the Notifying Parties submit that the merged entity will be
        constrained in its pricing behaviour by the regulatory framework in Ireland.
        Commission’s assessment
(301) The market investigation conducted by the Commission does not fully support the
        Notifying Parties' arguments.
(302) First, the combined market share of the Parties is high ([50-60]%) with a material
        increment brought by Mylan ([5-10]%). The increment brought by Mylan would
        lead to market shares above [50-60]%. Market shares for the first two months of
        2020 are still not sufficiently meaningful, as the period of two months is too short to
        be indicative of the market position of the Parties. In any event, market shares do not
        change significantly ([40-50]% combined for the first two months of 2020) and there
        is only one competitor with a market share above [5-10]% or the increment, namely
        Teva.
(303) Second, while four competitors are active in the market, only one competitor with a
        significant presence would remain in the market post-Transaction, namely Teva with
        a [30-40]% market share. All the other competitors would have markets shares
        below [5-10]% and below the increment created by the Transaction.
(304) Third, as recognized by the Notifying Parties and confirmed by the market
        investigation,100 gabapentin is substitutable at pharmacy level. This increases
        competition between the originator and generics. Mylan is the second largest generic
        supplier of gabapentin in Ireland and thus it is well positioned to compete closely
        with Upjohn to gain market shares.
(305) Fourth, respondents to the market investigation indicate that the Transaction would
        likely have a negative impact, in particular on product availability.101
        Conclusion
(306) In view of the above, the Commission considers that the Transaction raises serious
        doubts as to its compatibility with the internal market, due to its likely horizontal
        non-coordinated effects in the market for gabapentin in Ireland, in particular given
        the high combined market shares of the Parties and the limited number of significant
        suppliers.
100 Questionnaire Q2 to retailers, non-confidential replies to question 50.
101 Questionnaire Q3 to wholesalers, non-confidential replies to question 22. Questionnaire Q2 to retailers,
    non-confidential replies to question 28.
                                                           65
 ---pagebreak---  ---pagebreak---         Notifying Parties' view
(311) The Parties submit that the Transaction does not give rise to competition concerns
        regarding the supply of pregabalin in Italy because (i) a sufficient number of
        suppliers (namely 16) will remain in the market post-Transaction, (ii) Upjohn lost
        significant market share since generic entry in 2015 (-[30-40]% in volume) and (iii)
        the merged entity will post-Transaction be constrained in its pricing behaviour by the
        regulatory framework.
        Commission’s assessment
(312) First, a sufficient number of competitors remain in the market post-Transaction. 16
        generic suppliers of pregabalin will remain active post-Transaction, three of which
        have market shares exceeding the increment contributed by Mylan and above [5-
        10]%, namely: Teva ([10-20]%), Doc Generici ([5-10]%) and Novartis ([5-10]%).
        Importantly, these three suppliers also have a significant presence in in Italy in the
        generic space. Another 13 competitors offer the same molecule. Therefore, a
        sufficient number of competitors remain in the market post-Transaction which will
        be able to exert a meaningful competitive constraint for the supply of pregabalin in
        Italy. This was confirmed by the market investigation. Indeed, Italian-based
        wholesalers indicated unanimously that they would have a sufficient number of
        suppliers post-Transaction for this molecule.102
(313) In addition, the presence of three suppliers with market shares larger than Mylan
        suggests that the Transaction will not alter significantly the structure of supply and
        will not lead to a negative impact in terms of product availability or frequency of
        price reductions. This was confirmed by the market investigation. Respondents to
        the market investigation unanimously confirmed that the Transaction would not have
        a negative impact on the market for pregabalin in Italy, either on prices or on product
        availability.103
(314) Second, Upjohn has lost market shares very rapidly in the last years ([20-30]
        percentage points between 2016 and 2018), since the loss of exclusivity for
        pregabalin in Italy in 2014, while the market shares of Mylan have grown modestly
        ([0-5] percentage points between 2016 and 2018). Other suppliers such as Teva or
        Novartis have gained market shares faster than Mylan. Suppliers such as Stada or
        Ecupharma have also gained market shares in the last three years. This suggests that
        other suppliers compete more closely with Upjohn than Mylan and exert a
        competitive pressure on Upjohn.
102 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
103 Questionnaire Q3 to wholesalers, non-confidential replies to question 22. Questionnaire Q2 to retailers,
    non-confidential replies to question 28.
                                                        67
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak--- (333) The market investigation indicated that parallel importers sell branded products and
         do not price at generic level.106 Wholesalers also indicated that parallel importers are
         less reliable suppliers.107 Therefore, they do not exert a strong competition constraint
         on originator products.
(334) Third, the Commission was not able to verify the entry plans of other suppliers
         before 2023 in the pregabalin market in Norway.108 The Transaction would eliminate
         Mylan as the only potential competitor for a generic product in Norway.
(335) Finally, the Commission does not find that it is appropriate to consider as the most
         likely counterfactual scenario a lack of entry by Mylan in the market. [information
         about Mylan’s commercialization of pregabalin in Norway].
         Conclusion
(336) In view of the above, the Commission considers that the Transaction raises serious
         doubts as to its compatibility with the internal market, due to its likely horizontal
         non-coordinated effects in the market for pregabalin in Norway given the removal of
         the only potential generic competitor.
                     5.3.4.3.       Antipsychotics (ATC3 class N5A)
(337) In the EEA, both Parties market ziprasidone, a molecule indicated for the treatment
         of mental disorders including schizophrenia and mania. The Transaction gives rise to
         the following Group 1(+)/2 affected markets (which do not fall within one of the two
         categories referred to in paragraph (33)) for ziprasidone.
         (a)         Ziprasidone in Czechia
(338) Both Parties supply ziprasidone (ATC3 class N5A) in Czechia. This molecule is
         genericized in Czechia since 2013. In this country, while Upjohn markets
         ziprasidone under the brand name Zeldox, Mylan supplies an unbranded version of
         ziprasidone.
         Market shares
(339) The Transaction gives rise to a Group 1 market at the molecule level for ziprasidone
         in Czechia.109
106 Questionnaire Q3 to wholesalers, non-confidential replies to question 45. Questionnaire Q2 to retailers,
    non-confidential replies to question 51.
107 Questionnaire Q3 to wholesalers, non-confidential replies to question 45.
108 Questionnaire Q1 to competitors, non-confidential replies to question 41
109 The Transaction also gives rise to a Group 1 affected market, when looking only at oral solid immediate
    release products (NFC1 class A). However, the competitive dynamics do not differ compared to those at
                                                        71
 ---pagebreak---  ---pagebreak---  ---pagebreak--- (350) For the molecule ziprasidone (ATC3 class N5A) in Portugal, the Parties' combined
        market share amounted to [40-50]% in 2018, with an increment of [10-20]% from
        Upjohn.
        Notifying Parties' view
(351) The Parties submit that competition concerns can be excluded for the supply of
        ziprasidone (ATC3 class N5A) in Portugal, in particular due to the actual and
        potential competitors on the market (including holders of dormant market
        authorisations), the lack of closeness of competition between the Parties, and
        constraints due to the applicable regulatory framework which would limit the
        possibility to increase prices.
        Commission’s assessment
(352) The combined market shares of the Parties would remain below [40-50]% post-
        Transaction. The increment is brought about by Upjohn, evidencing the largely
        genericized nature of the ziprasidone market in Portugal.
(353) Post-Transaction, at least two other significant generic players will remain on the
        market, namely Stada and Aurobindo, with market shares of [20-30]% and [20-30]%
        respectively. In addition, the responding Portuguese national health authorities
        indicate that entry in the market is easy, and in particular, that generic companies
        holding dormant marketing authorisations are credible entrants which could enter
        within a short period.112
(354) The market investigation also indicates that, in Portugal, generics compete with
        originators primarily on prices. However, the market investigation also indicates that
        Mylan is perceived as not being a particularly price-aggressive player by some
        pharmacies and wholesalers. Respondents note in particular [Information relating to
        the commercialization of ziprasidone in Portugal].113
(355) In addition, virtually all responding wholesalers indicated that a sufficient number of
        suppliers of ziprasidone would remain on the market post Transaction.114
(356) Finally, the results of the market investigation did not reveal any substantiated
        concerns as regards the impact of the Transaction in the ziprasidone market in
        Portugal.
112 Questionnaire Q4 to national authorities, non-confidential replies to question 11.
113 Questionnaire Q2 to retailers, non-confidential replies to question 17. Questionnaire Q3 to wholesalers,
    non-confidential replies to question 16.
114 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
                                                         74
 ---pagebreak---  ---pagebreak--- (361) For the molecule ziprasidone (ATC3 class N5A) in Spain, the Parties' combined
        market share amounted to [80-90]% in 2018, with an increment of [0-5]% from
        Mylan.
        Notifying Parties’ view
(362) The Parties submit that competition concerns can be excluded for the supply of
        ziprasidone (ATC3 class N5A) in Spain, in particular due to the limited increment
        brought about by Mylan, the number of competitors remaining on the market, the
        lack of closeness of competition between the Parties, and constraints due to the
        applicable regulatory framework, which would limit the possibility to increase
        prices.
        Commission’s assessment
(363) The Commission notes that the increment brought about by Mylan (less than [0-5]%)
        is particularly limited. The merged entity’s significant market share thus mainly
        reflects Upjohn’s position and is largely not merger-specific.
(364) Importantly, substitutability between originators and generics for ziprasidone may be
        limited in Spain. In the area of anti-psychotics, such as ziprasidone, doctors would
        normally not switch a patient’s prescription when one specific product is found to be
        effective, as switching can be counterproductive or even lead to side effects.
        Responding Spanish pharmacies confirmed that for antipsychotics, pharmacies
        would not switch a patient’s prescription from a branded product to a generic, while
        they generally have the ability to do convert prescription towards generics under the
        applicable rules.116 This situation may explain the relative stability of Upjohn’s
        market share over the years.
(365) In addition, responding pharmacies and wholesalers do not consider Mylan’s
        ziprasidone as a must-have product, i.e. a product that they need to have in stock to
        meet patients' demand, in Spain.117
(366) Competitors to the Parties, with a more significant footprint than Mylan will remain
        on the market post-Transaction. At least three players, including large generic
        companies such as Krka (with a [5-10]% market share) and Stada ([0-5]%), as well
        as Infarco ([0-5]%), which have a market share exceeding the increment ([0-5]%),
        will remain active on the market.
(367) Furthermore, virtually all responding wholesalers also indicated that a sufficient
        number of suppliers of ziprasidone would remain on the market post Transaction.118
116 Questionnaire Q2 to retailers, non-confidential replies to questions 4 and 6.
117 Questionnaire Q2 to retailers, non-confidential replies to question 22. Questionnaire Q3 to wholesalers,
    non-confidential replies to question 19.
                                                           76
 ---pagebreak--- (368) Finally, the results of the market investigation did not reveal any substantiated
         concerns as regards the impact of the Transaction in the ziprasidone market in Spain.
         Conclusion
(369) In view of the above considerations, taking into account the market investigation and
         all the evidence available to it, the Commission considers that the Transaction does
         not raise serious doubts as to its compatibility with the internal market with respect
         to the supply of ziprasidone in Spain.
                     5.3.4.4.       Tranquilisers (ATC3 class N5C)
(370) In the EEA, both Parties market alprazolam, a molecule indicated for the treatment
         of anxiety, panic disorders, alcohol withdrawal syndrome, depression, and anxiety.
(371) Alprazolam belongs to the category of benzodiazepines, which are molecules
         affecting a key neurotransmitter, effectively slowing nerve impulses throughout the
         body. While Mylan markets other benzodiazepines (including for instance
         oxazepam, lorazepam, bromazepam, hydroxyzine and buspirone), Upjohn only
         markets alprazolam.
(372) The Transaction gives rise to the following Group 1(+)/2 markets (which do not fall
         within one of the two categories referred to in paragraph (34)) for alprazolam.119
         (a)         Alprazolam in Greece
(373) Both Parties supply alprazolam (ATC3 class N5C) in Greece. This molecule is
         genericized in Greece for at least 20 years. In this country, while Upjohn markets
         alprazolam under the brand name Xanax, Mylan supplies an unbranded version of
         alprazolam.
         Market shares
(374) The Transaction gives rise to a Group 2 market at the molecule level for alprazolam
         in Greece.
118 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
119 No additional affected Group 1(+) or 2 market would arise, considering benzodiazepines as a whole, with
    the exception of Austria. In Austria, Upjohn sells alprazolam (under the brand Xanor) and Mylan sells a
    different molecule, namely oxazepam. Regardless of market definitions, competition concerns can be
    excluded as the Parties’ combined market share is [40-50]% and there remain at least three providers with
    each, a market share of at least [5-10]% and a substantial presence in the country concerned and/or in
    terms of a portfolio of products in the same therapeutic area in the country.
                                                          77
 ---pagebreak---  ---pagebreak--- (381) First, Upjohn’s Xanax is by far the primary alprazolam product sold in Greece, and
        only faces limited competition to date. Most respondents, including virtually all
        responding pharmacies/hospitals and a majority of wholesalers consider Upjohn’s
        products including Xanax as a must-have.120 In addition, […].
(382) Competition from all third parties, including Mylan, is important to guarantee supply
        of alprazolam to Greek patients and hospitals. Pfizer suffered out of stock situations
        for alprazolam in Greece over the last three years.121 In addition, supply is further
        limited due to parallel exports from Greece.122 As a result, product availability from
        smaller players, including Mylan, is likely to be particularly critical for patients and
        health systems.
(383) Only one player, namely Adelco, would remain active in the market post-
        Transaction with a market share of [0-5]%. Adelco and Mylan hold a similar market
        share for the supply of alprazolam in Greece. Contrary to Mylan, Adelco is not
        among the top 10 generic players in Greece. Adelco thus presumably exerts a similar
        or lesser level of competitive constraint on Upjohn pre-Transaction than Mylan.
(384) Regardless of any price increase, the removal of one of only two competitors to
        Upjohn’s Xanax could potentially lead to less frequent price decreases or less
        product availability.
(385) A majority of responding customers expect a negative impact of the Transaction on
        prices and/or product availability, in relation to the supply of alprazolam in
        Greece.123 One customer notes for instance that “"Xanax of Pfizer & alprazolame
        (sic) of Mylan cover almost [90-100]% of patient needs”.124
(386) Lastly, documents provided by the Parties [[Information relating to Mylan’s
        commercial activities in Greece]. As a result, it is not clear that the correct
        counterfactual scenario, absent the Transaction, would be [[Information relating to
        Mylan’s commercial activities in Greece].
        Conclusion
(387) In view of the above considerations and taking account of the results of the market
        investigation and all of the evidence available to it, the Commission considers that
        the Transaction raises serious doubts as to its compatibility with the internal market,
        due to its likely horizontal non-coordinated effects in the market for alprazolam in
120 Questionnaire Q2 to retailers, non-confidential replies to question 21. Questionnaire Q3 to wholesalers,
    non-confidential replies to question 18.
121 Questionnaire Q2 to retailers, non-confidential replies to question 27.
122 Questionnaire Q4 to national authorities, non-confidential replies to question 11.
123 Questionnaire Q2 to retailers, non-confidential replies to questions 28 and 29. Questionnaire Q3 to
    wholesalers, non-confidential replies to questions 22 and 23.
124 Questionnaire Q3 to wholesalers, non-confidential replies to question 26.
                                                           79
 ---pagebreak---  ---pagebreak---         Commission’s assessment
(393) The Parties’ combined market shares are very high, exceeding [80-90]%, with a
        significant increment, approaching [20-30]%, from Upjohn, on top of Mylan’s
        significant market share ([50-60]% in 2018) These elements are indicative of a likely
        dominant position of Mylan pre-Transaction, which would be further strengthened
        by the Transaction.
(394) On such market, the Parties only face one competitor, namely Krka. As a result, the
        Transaction essentially amounts to a reduction in the number of players active on the
        market from three to two.
(395) Furthermore, when looking only at oral solid immediate release alprazolam products
        (NFC1 class A) in Iceland, the situation is even more problematic, as Mylan's market
        share would be [80-90]% and Upjohn's [10-20]%. On this market, the merger would
        essentially amount to a merger to monopoly.
(396) The market investigation did not provide any elements to dispel the serious doubts
        arising from the fact that Mylan likely has a dominant position pre-Transaction,
        which would be further strengthened by the Transaction, and given that the merged
        entity would only face limited competition post-Transaction.
        Conclusion
(397) In view of the above considerations and taking account of the results of the market
        investigation and all of the evidence available to it, the Commission considers that
        the Transaction raises serious doubts as to its compatibility with the internal market,
        due to its likely horizontal non-coordinated effects in the market for alprazolam in
        Iceland, in particular given the high combined market shares and the limited number
        of suppliers.
        (c)          Alprazolam in Ireland
(398) Both Parties supply alprazolam (ATC3 class N5C) in Ireland. This molecule is
        genericized in Ireland since at least 20 years. In this country, Upjohn markets
        alprazolam under the brand name Xanax, Mylan markets alprazolam under the brand
        name Gerax.
        Market shares
(399) The Transaction gives rise to a Group 1 market at the molecule level for alprazolam
        in Ireland.
126 See Section 8 of this Decision.
                                                  81
 ---pagebreak---  ---pagebreak--- (404) The market investigation did not provide any elements to dispel the serious doubts
         arising from the fact that Upjohn likely has a dominant position pre-Transaction,
         which would be further strengthened by the Transaction, and given that the merged
         entity would only face limited competition post-Transaction. In fact, half of
         responding customers (pharmacies and wholesalers) considered that the Transaction
         would have a negative impact on prices or product availability with regards to
         alprazolam in Ireland.128
         Conclusion
(405) In view of the above considerations and taking account of the results of the market
         investigation and all of the evidence available to it, the Commission concludes
         considers that the Transaction raises serious doubts as to its compatibility with the
         internal market, due to its likely horizontal non-coordinated effects in the market for
         alprazolam in Ireland, in particular given the high combined market shares and the
         limited number of significant suppliers.
         (d)          Alprazolam in Italy
(406) Both Parties supply alprazolam (ATC3 class N5C) in Italy. This molecule is
         genericized in Italy since at least 20 years. In this country, while Upjohn markets
         alprazolam under the brand name Xanax, Mylan supplies both an unbranded version
         of alprazolam and a branded version, under the brand name Frontal.
         Market shares
(407) The Transaction gives rise to a Group 1 market at the molecule level for alprazolam
         in Italy.129
(408) The volume market shares of the Parties and their competitors for the supply of
         alprazolam in Italy are provided below in Table 39.
128 Questionnaire Q2 to retailers, non-confidential replies to question 28 Questionnaire Q3 to wholesalers,
    non-confidential replies to question 22.
129 The Transaction also gives rise to a Group 1 affected market, when looking only at oral solid immediate
    release products (NFC1 class A) or oral liquid ordinary products (NFC1 class D). However, the
    competitive dynamics do not differ significantly compared to those at molecule level, as the Parties'
    combined market share remains similar (between [70-80]% and [70-80]% at NFCA1 A and D level
    respectively, with similar increments of [10-20]% and [10-20]% respectively) and the same competitors
    are generally active in both format, and will thus not be assessed separately.
                                                           83
 ---pagebreak---  ---pagebreak---         share ([60-70]%). These elements are indicative of a likely dominant position of
        Upjohn pre-Transaction, which would be further strengthened by the Transaction. In
        addition, the market investigation conducted by the Commission does not fully
        support the Notifying Parties’ arguments.
(413) First, the market investigation indicates that generic penetration remains quite low
        for alprazolam in Italy (below one third of the total market).130 This is confirmed by
        Upjohn’s consistently high market shares over the last three years, in spite of
        Xanax’s loss of exclusivity occurring over 20 years ago.
(414) A majority of responding Italian customers (pharmacies and wholesalers) consider
        that the price of generic products in Italy generally affects the price level of
        originators. For instance, prices of originators would likely decrease if all generic
        players reduced their prices by 5-10%.131 Respondents to the market investigation
        also took specifically the view that the price of generic alprazolam constrains the
        pricing of Upjohn’s Xanax.132
(415) Second, Mylan exerts a competitive constraint on Upjohn. The market investigation
        confirms that brand loyalty is very high in Italy and is a key parameter of
        competition in the supply of pharmaceutical products in Italy.133 However, as
        mentioned in paragraph [414], generic alprazolam exerts a competitive constraint on
        Xanax, in particular in terms of pricing. As a result, removing the largest provider of
        generic alprazolam is likely to strengthen Xanax’s already strong market position.
(416) Third, independently from any kind of product differentiation, Mylan can be set
        apart from other generic players on the alprazolam market in Italy. Mylan is the
        largest generic player in the alprazolam market, with a market share nearly three
        times as large as the second generic player, Stada, whose market shares does not
        exceed [5-10]%. One responding competitor even considers the Parties to be close
        competitors in Italy because they both have high market shares.134 The respondents
        to the market investigation indicate that companies with low market shares (that is to
        say below 5%) do not exert a strong competitive constraint on an originator.135
        Combined, all other generic suppliers besides Stada have a market share lower than
        Mylan’s. As a result, Mylan is among one of the only two generic players able to
        exert an effective competitive constraint on Upjohn’s Xanax.
130 Questionnaire Q1 to competitors, non-confidential replies to question 51.2.
131 Questionnaire Q1 to competitors, non-confidential replies to question 51.3.
132 Questionnaire Q2 to retailers, non-confidential replies to question 43.2. Questionnaire Q3 to wholesalers,
    non-confidential replies to question 38.2.
133 Questionnaire Q1 to competitors, non-confidential replies to question 50. Questionnaire Q2 to retailers,
    non-confidential replies to question 43. Questionnaire Q3 to wholesalers, non-confidential replies to
    question 38.
134 Questionnaire Q1 to competitors, non-confidential replies to question 57.
135 Questionnaire Q1 to competitors, non-confidential replies to question 51.3.
                                                          85
 ---pagebreak--- (417) In addition, part of Mylan’s sales (accounting for around [0-5]% of the sales in the
         Italian alprazolam market) result from the sale of its branded product Frontal,
         [Information concerning alprazolam in Italy].136 This product is priced at a premium,
         closer to Upjohn’s than Mylan’s unbranded generic alprazolam.
(418) Lastly, alprazolam is not a reimbursed product in Italy. It belongs to the so-called
         “class C” of pharmaceutical products. The pricing of class C products, such as
         alprazolam is set freely by the manufacturers, and can be increased every odd year,
         in line with anticipated inflation, under the monitoring of the Italian public health
         authorities. Information provided by the Notifying Parties shows that both Upjohn,
         Mylan, as well as other generic suppliers have used this possibility in 2017 and
         2019.
(419) In addition to potential price increases, the Transaction could potentially lead to less
         frequent price reductions, as a result of the more limited competitive interactions
         between Xanax and generic alprazolam.
         Conclusion
(420) In view of the above considerations and taking account of the results of the market
         investigation and all of the evidence available to it, the Commission considers that
         the Transaction raises serious doubts as to its compatibility with the internal market,
         due to its likely horizontal non-coordinated effects in the market for alprazolam in
         Italy, in particular given the high combined market shares and the limited number of
         significant suppliers.
         (e)         Alprazolam in Poland
(421) Both Parties supply alprazolam (ATC3 class N5C) in Poland. This molecule is
         genericized in Poland since at least 20 years. In this country, while Upjohn markets
         alprazolam under the brand name Xanax, Mylan supplies an unbranded version of
         alprazolam.
         Market shares
(422) The Transaction gives rise to a Group 1 market at the molecule level for alprazolam
         in Poland.137
136 [Information concerning alprazolam in Italy]
137 The Transaction also gives rise to a Group 1 affected market, when looking only at oral solid immediate
    release products (NFC1 class A). However, the competitive dynamics do not differ compared to those at
    molecule level, as the Parties and their competitors' market shares are similar, and will thus not be
    assessed separately.
                                                        86
 ---pagebreak---  ---pagebreak--- (427) Post-Transaction, the Parties will face competition from a number of established
         generic purchasers, with a significant market presence, including Orion (with a [10-
         20]% market share), Servier ([10-20]%), Krka ([10-20]%), and Delfarma ([5-10]%),
         all with market shares exceeding [5-10]% and even exceeding [10-20]% for the
         former three.
(428) In addition, virtually all responding Polish wholesalers indicated that a sufficient
         number of suppliers of alprazolam would remain on the market post-Transaction.138
         Conclusion
(429) In view of the above considerations, taking into account the market investigation and
         all the evidence available to it, the Commission considers that the Transaction does
         not raise serious doubts as to its compatibility with the internal market with respect
         to the supply of alprazolam in Poland.
         (f)         Alprazolam in Portugal
(430) Both Parties supply alprazolam (ATC3 class N5C) in Portugal. This molecule is
         genericized in Portugal since at least 20 years. In this country, while Upjohn markets
         alprazolam under the brand name Xanax, Mylan supplies an unbranded version of
         alprazolam.
         Market shares
(431) The Transaction gives rise to a Group 1 market at the molecule level for alprazolam
         in Portugal.139
(432) The volume market shares of the Parties and their competitors for the supply of
         alprazolam in Portugal are provided below in Table 41.
138 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
139 The Transaction also gives rise to a Group 1 affected market, when looking only at oral solid immediate
    release products (NFC1 class A) or only oral solid extended release formulations (NFC class B).
    However, the competitive dynamics do not differ significantly compared to those at molecule level, and
    will thus not be assessed separately. As the Parties' combined market share remains similar (between [50-
    60]% and [60-70]% at NFCA1 A and B level respectively, with similar increments of [20-30]% and [30-
    40]% respectively) and the same competitors are generally active in both format.
                                                           88
 ---pagebreak---  ---pagebreak---           Commission’s assessment
(436) Structurally, the Transaction leads to an important change in market dynamics.
          Based on 2018 figures, the merged entity’s market share would reach nearly [50-
          60]%, with a significant increment from Upjohn ([20-30]%).
(437) In addition, the market investigation conducted by the Commission does not fully
          support the Notifying Parties’ arguments.
(438)     First, while there is a significant number of companies offering alprazolam in
          Portugal, only few have a significant market presence. Indeed, only four, including
          Upjohn and Mylan (who is the market leader), have a market share exceeding [5-
          10]%, including Teva (with an [10-20]% market share) and Atral (around [10-20]%).
          Out of these, only Teva is perceived by responding pharmacies as having a
          salesforce matching Mylan’s in the country.140
(439) In addition, Portugal is pharmacy-driven market, where discounts and broad
          portfolio offering regarding or regardless of the therapeutic are key advantages. A
          large majority of responding pharmacies indicated receiving multi-product discounts
          from pharmaceutical companies, including from those offering both generics and
          originators.141 One Portuguese wholesaler states for instance that “[…] when there
          are rebates, these are applied to all portfolio, and not to a specific range of
          products. We don't have rebates that favor generics against branded products”.142
          The market investigation indicates that Upjohn’s Xanax is considered as must-have
          by a majority of responding customers. The results of the market investigation are
          more mixed as to whether Mylan’s alprazolam is also a must-have product. While a
          large majority of wholesalers consider it to be the case (but also list other suppliers
          of must-have alprazolam including for instance Teva), pharmacies are more split.143
          As a result, the market position of the merged entity post Transaction may be even
          stronger than the combination of Mylan and Upjohn’s position pre Transaction.
(440) Second, regardless of any consideration relating to closeness of competition, the
          Parties can be considered as exerting a competitive constraint on each other. A
          majority of respondents to the market investigation consider generics exert
          competitive constraints on originators (and vice versa) in Portugal, proportionally
          more than on average in the EEA.144 The pricing of generics also move in parallel to
          the pricing of the originator based on information provided by the Notifying Parties.
          As the leading generic supplier for alprazolam in Portugal, Mylan is thus a primary
          competitor to Upjohn.
140   Questionnaire Q2 to retailers, non-confidential replies to question 26.
141   Questionnaire Q2 to retailers, non-confidential replies to question 19.
142   Questionnaire Q3 to wholesalers, non-confidential replies to question 13.
143   Questionnaire Q2 to retailers, non-confidential replies to question 54. Questionnaire Q3 to wholesalers,
      non-confidential replies to questions 20.1 and 48.
144   Questionnaire Q1 to competitors, non-confidential replies to question 55.
                                                             90
 ---pagebreak--- (441) Finally, the market investigation confirms price increases of generics in Portugal are
         infrequent.145 However, the transaction may lead to less frequent price decreases in
         relation to alprazolam in Portugal, as prices of generics tend to decrease over time.
         While information provided by the Notifying Parties indicates that no voluntary
         price reduction occurred over the last six years, there are no indications that future
         price reductions would not take place absent the Transaction.
         Conclusion
(442) In view of the above considerations and taking account of the results of the market
         investigation and all of the evidence available to it, the Commission considers that
         the Transaction raises serious doubts as to its compatibility with the internal market,
         due to its likely horizontal non-coordinated effects in the market for alprazolam in
         Portugal, in particular given the high combined market shares and the limited
         number of significant suppliers.
                     5.3.4.5.      Anti-depressants and mood stabilisers (ATC3 class N6A)
(443) In the EEA, both Parties market venlafaxine and sertraline, which are molecules
         used to treat depression and anxiety disorders. In the EEA, their only common
         indication is for the treatment and prevention of the recurrence of major depressive
         episodes. In addition, sertraline is also indicated for the treatment of panic,
         obsessive-compulsive, social anxiety and post-traumatic stress disorders. The
         Transaction gives rise to the following Group 1(+)/2 markets (which do not fall
         within one of the two categories referred to in paragraph (34)) for venlafaxine and
         sertraline.
         (a)         Venlafaxine in Belgium
(444) Both Parties supply venlafaxine (ATC3 class N6A) in Belgium. This molecule is
         genericized in Belgium since 2008. In this country, while Upjohn markets
         venlafaxine under the brand name Effexor-Exel, Mylan supplies an unbranded
         version of venlafaxine.
         Market shares
(445) The Transaction gives rise to a Group 1 market at the molecule level for venlafaxine
         in Belgium.146
145 Questionnaire Q4 to national authorities, non-confidential replies to question 5.
146 The Transaction also gives rise to a Group 1 affected market, when looking only at oral solid extended
    release formulations (NFC class B). However, the competitive dynamics do not differ compared to those
    at molecule level, as the Parties and their competitors' market shares are similar, and will thus not be
    assessed separately.
                                                         91
 ---pagebreak---  ---pagebreak--- (451) First, there are only two significant suppliers of venlafaxine in Belgium besides the
        Parties, namely Novartis and Stada, with market shares around half or less compared
        to the merged entity’s. The Transaction would thus largely result in a reduction in
        the number of significant players from four to three.
(452) In addition, the market investigation provided some indication that, among generic
        players, Mylan was perceived as having a more aggressive price policy, or as
        initiating price decreases, compared to other generic players. Half of the responding
        pharmacies flagged this.147
(453) Second, regarding out of stock situations in relation to venlafaxine, the market
        investigation results are more mixed. A majority of responding customers as well as
        the national authority indicate that these situations are not frequent in relation to the
        molecule in Belgium.148 However, the market investigation did not indicate that the
        recent supply issues experienced by the Parties’ competitors have been resolved.
        One customer also expressed concerns that the Transaction could lead to further
        issues in terms of product availability, including for the provision of venlafaxine.149
(454) Finally, the market investigation confirms that prices are fixed by law including for
        venlafaxine. However, the market investigation, and in particular the national health
        authority, confirms that significant price reductions are also common several years
        after first generic entry.150 As a result, the Transaction, which involves the merger
        between the originator manufacturer, and an established generic player, potentially
        aggressive in terms of pricing, could lead to less frequent price reductions for
        venlafaxine in Belgium.
        Conclusion
(455) In view of the above considerations and taking account of the results of the market
        investigation and all of the evidence available to it, the Commission considers that
        the Transaction raises serious doubts as to its compatibility with the internal market,
        due to its likely horizontal non-coordinated effects in the market for venlafaxine in
        Belgium, in particular given the high combined market shares and the limited
        number of significant suppliers.
147 Questionnaire Q2 to retailers, non-confidential replies to question 17. Questionnaire Q3 to wholesalers,
    non-confidential replies to question 16.
148 Questionnaire Q2 to retailers, non-confidential replies to question 33.1. Questionnaire Q3 to wholesalers,
    non-confidential replies to question 28.
149 Questionnaire Q3 to wholesalers, non-confidential replies to question 22.
150 Questionnaire Q4 to national authorities, non-confidential replies to question 4.
                                                          93
 ---pagebreak---  ---pagebreak---        increment brought about by Mylan, [information concerning the commercialization
       of venlafaxine in Greece].
       Commission’s assessment
(461) The Commission notes that the increment brought about by Mylan is minimal (less
       than [0-5]%). Mylan’s limited market share has been consistent over the last three
       years. The merged entity’s strong market share thus mainly reflects Upjohn’s and is
       largely not merger-specific.
(462) The Parties will face competition from a number of established generic purchasers,
       with a significant and stable market presence, including Innovis (with a [10-20]%
       market share), Gap ([5-10]%), Medochemie ([5-10]%), all with market shares
       exceeding [5-10]%, and other players including Qualia or SJA, whose share are
       much higher (around or nearly tenfold) than the increment brought about by Mylan.
       In total, the Parties will continue facing competition from 14 generic suppliers active
       in the market.
(463) In addition, virtually all responding Greek wholesalers indicated that a sufficient
       number of suppliers of venlafaxine would remain on the market post Transaction.151
(464) Finally, the results of the market investigation did not reveal any substantiated
       concerns as regards the impact of the Transaction in the venlafaxine market in
       Greece.
       Conclusion
(465) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission considers that the Transaction does
       not raise serious doubts as to its compatibility with the internal market with respect
       to the supply of venlafaxine in Greece.
       (c)         Sertraline in Greece
(466) Both Parties supply sertraline (ATC3 class N6A) in Greece. This molecule is
       genericized in Greece since 1996. In this country, while Upjohn markets sertraline
       under the brand name Zoloft, Mylan supplies an unbranded version of sertraline.
151 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
                                                        95
 ---pagebreak---  ---pagebreak---          over the last three years. The merged entity’s market share thus mainly reflects
         Upjohn’s and is largely not merger-specific.
(472) The Parties will face competition from a number of established generic purchasers,
         with a significant and stable market presence, including in particular Teva, with a
         market share nearing [20-30]% (at [20-30]%), followed by Novartis ([5-10]%), and
         other players including Vianex ([0-5]%), whose shares are higher than the increment
         brought about by Mylan. In total, the Parties will continue facing competition from
         nine generic suppliers active in the market.
(473) In addition, virtually all responding Greek wholesalers indicated that a sufficient
         number of suppliers of venlafaxine would remain on the market post Transaction.152
(474) Finally, the results of the market investigation did not reveal any substantiated
         concerns as regards the impact of the Transaction in the sertraline in Greece.
         Conclusion
(475) In view of the above considerations, taking into account the market investigation and
         all the evidence available to it, the Commission considers that the Transaction does
         not raise serious doubts as to its compatibility with the internal market with respect
         to the supply of sertraline in Greece.
         (d)          Venlafaxine in Italy
(476) Both Parties supply venlafaxine (ATC3 class N6A) in Italy. This molecule is
         genericized in Italy since 2008. In this country, Upjohn markets both an unbranded
         version of venlafaxine as well as branded venlafaxine under the name Effexor, while
         Mylan only supplies an unbranded version of venlafaxine.
         Market shares
(477) The Transaction gives rise to a Group 1 market at the molecule level for venlafaxine
         in Italy.153
(478) The volume market shares of the Parties and their competitors for the supply of
         venlafaxine in Italy are provided below in Table 45.
152 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
153 The Transaction also gives rise to a Group 1 affected market, when looking only at oral solid extended
    release formulations (NFC class B). However, the competitive dynamics do not differ compared to those
    at molecule level, as the Parties and their competitors' market shares are similar, and will thus not be
    assessed separately.
                                                        97
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---          with generic players such as Stada, Teva, and Zentiva, and less so with branded
         products.158 Third, the Parties claim that the applicable regulatory framework
         constrains the pricing of latanoprost/timolol in Italy, including the merged entity.159
(508) In a separate submission following the State of Play meeting, the Notifying Parties
         additionally submit pricing analyses evidencing [information concerning Mylan’s
         pricing strategy of latanoprost/timolol in Italy].
         Commission’s assessment
(509) Structurally, the Transaction leads to an important change in market dynamics. The
         combined market share of the Parties is very high at molecule combination level
         ([60-70]% in 2018), and Mylan’s increment is material ([5-10]% in 2018), on top of
         Upjohn’s significant market share ([60-70]% in 2018).
(510) In addition, the market investigation conducted by the Commission does not fully
         confirm the Notifying Parties’ arguments.
(511) First, while eight additional competitors are also active in the supply of
         latanoprost/timolol in Italy, only two of them have market shares exceeding [5-10]%
         and/or the increment brought by Mylan (namely Visufarma and Novartis). While
         Novartis is a well-established generic player in Italy, Visufarma does not rank
         among the top ten generic suppliers in Italy. The results of the market investigation
         further indicate that Visufarma is not a leading generic player in Italy160 and is not
         perceived by responding pharmacies as having a salesforce matching Mylan’s in the
         country.161
(512) Second, the results of the market investigation did not confirm the Parties’ claim that
         Mylan does not exert a material competitive constraint on Upjohn. The market
         investigation confirms that in Italy, while brand loyalty is very high and constitutes a
         key parameter of competition in the supply of pharmaceuticals,162 generics do exert a
         competitive constraint on originators, and in particular that the price of generic
         products in Italy impacts the price level of originators. These elements are indicative
         of a likely dominant position of Upjohn pre-Transaction, which would be further
         strengthened by the Transaction.
158 Besides Upjohn, in Italy, latanoprost/timolol is marketed as branded generic by Bausch (with
    Ocuprostim), Doc Generici (with Latafix), Visufarma (with Imolast) and Angelini (with Droplacomb).
159 The Parties state that the Italian authorities do not allow for price increases of reimbursed products
    (latanoprost/timolol is a reimbursed product).
160 Questionnaire Q3 to wholesalers, non-confidential replies to question 15.
161 Questionnaire Q2 to retailers, non-confidential replies to question 26.
162 Questionnaire Q1 to competitors, non-confidential replies to question 50. Questionnaire Q2 to retailers,
    non-confidential replies to question 43. Questionnaire Q3 to wholesalers, non-confidential replies to
    question 38.
                                                          105
 ---pagebreak--- (513) In addition, the market investigation revealed that the latanoprost/timolol molecule
       combination faced out of stock incidents in Italy in the past years.163
(514) Finally, neither the market investigation nor the additional submission of the Parties
       provided sufficient elements to dispel the serious doubts arising from the fact that
       the merged entity would have a dominant position on the market post-Transaction
       and would only face limited competition. To the contrary, for example, a leading
       generic supplier specifically mentioned that the Transaction would have a negative
       impact on prices for the supply of latanoprost/timolol in Italy.164
       Conclusion
(515) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission concludes that the Transaction raises
       serious doubts as to its compatibility with the internal market due to horizontal non-
       coordinated effects as regards the supply of latanoprost/timolol in Italy, as the
       Transaction would likely lead to the creation or strengthening of dominance in this
       market.
       (d)         Latanoprost and latanoprost/timolol in Luxembourg
(516) Both Parties supply latanoprost and latanoprost/timolol (both ATC3 class S1E) in
       Luxembourg. This molecule and molecule-combination are genericized in
       Luxembourg since 2012. Both Parties market latanoprost as branded products.
       Upjohn’s latanoprost and latanoprost/timolol products are branded under the
       respective names Xalatan and Xalacom while Mylan’s products are branded under
       the names Latanotears for latanoprost and Timolatears for latanoprost/timolol. In
       addition, […].
       Market shares
(517) The Transaction gives rise to a Group 1 market at the molecule level for latanoprost,
       as well as at the molecule combination level for latanoprost/timolol in Luxembourg.
(518) The volume market shares of the Parties and their competitors for the supply of
       latanoprost and of latanoprost/timolol in Luxembourg are provided below in Tables
       50 and 51.
163 Questionnaire Q2 to retailers, non-confidential replies to question 27.
164 Questionnaire Q1 to competitors, non-confidential replies to question 57.
                                                          106
 ---pagebreak---  ---pagebreak---       Commission’s assessment
(521) Structurally, for the supply of latanoprost, the combined market share of the Parties
      is very high (reaching [70-80]% in 2018), with a significant increment from Mylan
      (of [10-20]% in 2018). Moreover, only one competitor, Thea, would remain active
      post-Transaction with a market share higher than [0-5]%.
(522) Regarding the supply of latanoprost/timolol, the combined market share of the
      Parties is even higher (namely [90-100]%), with an increment from Mylan of [0-
      5]%. As a result, no competitor would remain active post-Transaction for the supply
      of latanoprost/timolol. Therefore, the Transaction would reduce the number of
      significant competitors from three to two for latanoprost and from two to one for
      latanoprost/timolol. As a result, the Transaction will lead to a significant change in
      the structure of the market, both at molecule level for latanoprost, and even more so
      at molecule-combination level for latanoprost/timolol. These elements are indicative
      of a likely dominant position of Upjohn pre-Transaction for the markets of
      latanoprost and latanoprost/timolol, which would be further strengthened by the
      Transaction.
(523) The market investigation did not provide any elements to dispel the serious doubts
      arising from the fact that the merged entity would have a dominant position on the
      markets for latanoprost and latanoprost/timolol in Luxembourg post-Transaction and
      would only face limited effective competition (if any for latanoprost/timolol) as a
      result of the Transaction.
      Conclusion
(524) In view of the above considerations, taking into account the market investigation and
      all the evidence available to it, the Commission considers that the Transaction raises
      serious doubts as to its compatibility with the internal market as regards the supply
      of latanoprost and of latanoprost/timolol in Luxembourg, due to horizontal non-
      coordinated effects, in particular given the high combined market share and the
      limited number of competitors remaining post-Transaction.
      (e)         Latanoprost/timolol in Netherlands
(525) Both Parties supply latanoprost/timolol (ATC3 class S1E) in the Netherlands. This
      molecule combination is genericized in the Netherlands since 2012. In this country,
      while Upjohn markets a branded version of latanoprost/timolol, under the name
      Xalacom, Mylan markets an unbranded version of latanoprost/timolol.
      Market shares
(526) The Transaction gives rise to a Group 1 market at the molecule combination level for
      the supply of latanoprost/timolol in the Netherlands.
                                                108
 ---pagebreak---  ---pagebreak---  ---pagebreak--- (536) For the molecule combination latanoprost/timolol in Portugal, the Parties' 2018
        combined market share amounted to [90-100]%, with an increment of [0-5]% from
        Mylan.
        Notifying Parties’ views
(537) The Notifying Parties submit that the Transaction will not raise competitive concerns
        regarding the supply of latanoprost/timolol (ATC3 class S1E) in Portugal for the
        following reasons. First, the Parties consider that, because Mylan’s increment is
        small, the Transaction will neither (meaningfully) strengthen the pre-merger position
        of Upjohn, nor alter the structure of supply in the market. Second, the Parties argue
        that post-Transaction the merged entity will face competition constraints from four
        generic players active on this market, namely Edol, Teva, Aurobindo and Novartis,
        and three additional competitors (Stada, Bruschettini and Thea, which have a
        registered latanoprost/timolol product in Portugal and could easily enter the market.
        Third, the Parties claim that the applicable regulatory framework constrains the
        pricing of latanoprost/timolol in Portugal.168
        Commission’s assessment
(538) Structurally, the combined market share of the Parties is very high at molecule
        combination level ([90-100]% in 2018), and Mylan’s increment remains small ([0-
        5]% in 2018).
(539) In addition, the market investigation conducted by the Commission does not fully
        support the Notifying Parties’ arguments.
(540) Besides the Parties, four players are active in Portugal for the supply of
        latanoprost/timolol but none of the Parties’ competitors have a market share
        exceeding [5-10]% and only two have a market share slightly exceeding Mylan’s
        increment, namely Edol and Teva (with respective 2018 market shares of [0-5]% and
        [0-5]%). While Teva is a well-established generic player in Portugal, Edol does not
        rank among the top ten generic suppliers in Portugal. The results of the market
        investigation further indicate that Edol is not a leading generic player in Portugal169
        and is not perceived by responding pharmacies as having a salesforce matching
        Mylan’s in the country.170
(541) The results of the market investigation also indicate that post-Transaction there will
        not remain a sufficient number of suppliers for latanoprost/timolol in Portugal. A
        Portuguese-based competitor indicated that the Parties are among the few suppliers
168 The Parties explain that in Portugal, for prescription products, (i) public authorities establish a maximum
    ex-factory price and regulate the wholesale and pharmacy margins, which would cap the public price paid
    by patients in the pharmacy and (ii) price increases require a request which would occur rarely and be only
    exceptionally granted.
169 Questionnaire Q3 to wholesalers, non-confidential replies to question 15.
170 Questionnaire Q2 to retailers, non-confidential replies to question 26.
                                                           111
 ---pagebreak---        for this eye drop product in Portugal171 and a Portuguese-based wholesaler indicated
       that there would not be a sufficient number of suppliers for this combination of
       molecules.172 In addition, the market investigation did not reveal that the companies
       that have a registered latanoprost/timolol product in Portugal have plans to enter the
       market in the next three years.173
(542) The market investigation further indicates that Upjohn’s Xalacom is considered as
       must-have by some responding customers, which is indicative of market power. In
       addition, Portugal is a “pharmacy-driven” market, where discounts and broad
       portfolio offering regarding or regardless of the therapeutic are key advantages. A
       large majority of responding pharmacies indicated receiving multi-product discounts
       from pharmaceutical companies, including from those offering both generics and
       originators.174 One Portuguese wholesaler states for instance that “[…] when there
       are rebates, these are applied to all portfolio, and not to a specific range of
       products. We don't have rebates that favor generics against branded products”.175
       Therefore, despite Mylan’s small increment, the Transaction will likely strengthen
       the merged entity’s dominance in this market.
(543) In addition, the market investigation revealed that suppliers of latanoprost/timolol
       faced out of stock incidents in Portugal in the past years.176
(544) Finally, the market investigation confirms that price increases of generics in Portugal
       are infrequent.177 However, the Transaction may lead to less frequent price decreases
       in relation to latanoprost/timolol in Portugal. While information provided by the
       Notifying Parties indicates that no voluntary price reduction occurred over the last
       six years, there are no indications that future price reductions would not take place
       absent the Transaction.
       Conclusion
(545) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission concludes that the Transaction raises
       serious doubts as to its compatibility with the internal market due to horizontal non-
       coordinated effects as regards the supply of latanoprost/timolol in Portugal, in
       particular given the high combined market share and the limited number of
       competitors remaining post-Transaction.
171 Questionnaire Q1 to competitors, non-confidential replies to question 61.
172 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
173 Questionnaire Q1 to competitors, non-confidential replies to question 23.
174 Questionnaire Q2 to retailers, non-confidential replies to question 19.
175 Questionnaire Q3 to wholesalers, non-confidential replies to question 13.
176 Questionnaire Q2 to retailers, non-confidential replies to question 27.
177 Questionnaire Q4 to national authorities, non-confidential replies to question 5.
                                                          112
 ---pagebreak---  ---pagebreak---        Commission’s assessment
(551) The Commission notes that Mylan’s increment is small (consistently below [0-5]%
       during the last three years) and therefore, the market structure is unlikely to
       significantly change as a result of the Transaction.
(552) The Parties will face competition from a number of established generic
       manufacturers including Thea ([20-30]%), Bausch Health ([0-5]%), Vir ([0-5]%) and
       Stada ([0-5]%), all with market shares exceeding Mylan’s as regards latanoprost
       sales.
(553) Competitors did not raise any concerns regarding the impact of the transaction in
       relation to latanoprost in Spain.178 In addition, a responding pharmacy confirmed
       that it expected a neutral impact of the transaction on prices for latanoprost in
       Spain.179 In addition, all responding Spanish wholesalers indicated that a sufficient
       number of suppliers of latanoprost would remain on the market post Transaction.180
(554) In summary, the results of the market investigation did not reveal any substantiated
       concerns as regards the impact of the Transaction in the latanoprost market in Spain.
       Conclusion
(555) In view of the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission considers that the Transaction does
       not raise serious doubts as to its compatibility with the internal market with respect
       to the supply of latanoprost in Spain.
5.4.   Conclusion
(556) It derives from the assessment conducted in Section 5.3 that the Transaction raises
       serious doubts as to its compatibility with the internal market, due to its likely
       horizontal non-coordinated effects in the following molecule/country pair markets:
       (a)      Atorvastatin in Norway
       (b)      Doxazosin in Czechia
       (c)      Doxazosin in France
       (d)      Eplerenone in Belgium
       (e)      Eplerenone in Hungary
       (f)      Sildenafil (PAH) in Estonia
       (g)      Sildenafil (PAH) in France
       (h)      Sildenafil (PAH) in Latvia
       (i)      Sildenafil (PAH) in Lithuania
178 Questionnaire 1 to competitors, non-confidential replies to question 57.
179 Questionnaire 2 to retailers, non-confidential replies to question 28.
180 Questionnaire Q3 to wholesalers, non-confidential replies to question 25.
                                                           114
 ---pagebreak---        (j)    Sildenafil (PAH) in Romania
       (k)    Sildenafil (PAH) in the United Kingdom
       (l)    Eletriptan in Denmark
       (m)    Eletriptan in Finland
       (n)    Eletriptan in France
       (o)    Eletriptan in Norway
       (p)    Eletriptan in Sweden
       (q)    Pregabalin in Czechia
       (r)    Pregabalin in Belgium
       (s)    Pregabalin in Luxembourg
       (t)    Pregabalin in Norway
       (u)    Gabapentin in Ireland
       (v)    Ziprasidone in Czechia
       (w)    Alprazolam in Greece
       (x)    Alprazolam in Iceland
       (y)    Alprazolam in Ireland
       (z)    Alprazolam in Italy
       (aa)   Alprazolam in Portugal
       (bb)   Venlafaxine in Belgium
       (cc)   Latanoprost in Belgium
       (dd)   Latanoprost/timolol in Belgium
       (ee)   Latanoprost/timolol in France
       (ff)   Latanoprost/timolol in Italy
       (gg)   Latanoprost in Luxembourg
       (hh)   Latanoprost/timolol in Luxembourg
       (ii)   Latanoprost/timolol in the Netherlands
       (jj)   Latanoprost/timolol in Portugal
6.     ACTIVE PHARMACEUTICAL INGREDIENTS
(557) An active pharmaceutical ingredient ("API") is the substance in a FDP that is
       pharmaceutically active and is suspended in excipients (that is, inert substances
       taking the form, for instance, of a tablet or a solution), for the purposes of
       administration.
(558) Both Parties are active in the production of APIs for pharmaceutical products.
6.1.   Relevant market
6.1.1. Product market
(559) In past decisions, the Commission considered that the supply of APIs for each
       individual molecule might constitute a separate product market that is upstream to
       the markets for the supply of FDPs, whilst noting that it was not excluded that
                                               115
 ---pagebreak---         certain APIs may be substitutable with each other for all, or for a range of,
        applications.181
(560) The Notifying Parties agree with the previous practice of the Commission and
        submit that the competitive analysis of the supply of APIs does not have to be
        conducted at the ATC3 or ATC4 level if competition concerns can be excluded at
        the level of individual APIs.
(561) The Commission's file does not contain any indication that would suggest departing
        from the previous practice and the views of the Notifying Parties.
(562) Therefore, for the purpose of this Decision, the product market definition proposed
        by the Notifying Parties is retained. For the purpose of this case, and for the
        molecules involved in this case, the Commission therefore considers that the supply
        of the APIs for each molecule concerned by the Transaction constitutes a separate
        relevant product market.
6.1.2. Geographic market
(563) In past decisions, the Commission considered that API markets are, from a
        geographic perspective, at least EEA-wide and possibly global in scope.182 The
        Notifying Parties submit that in this case the upstream API markets should be
        defined as global in scope.
(564) The Notifying Parties submit that API suppliers are active globally. The Parties
        indicate that only [30-40]% of the valid certificates awarded to control the quality of
        pharmaceutical substances183 were held by European manufacturers, while Chinese
        and Indian manufacturers held together [50-60]% of these certificates in 2017.184
        The Parties further submit that the share of Indian and Chinese manufacturers has
        steadily increased over recent years. In the Parties’ view, the fact that the majority of
        CEP holders are from outside of Europe shows that suppliers are able to compete in
        Europe regardless of their location.
(565) In view of the fact that the Transaction does not raise serious doubts as to its
        compatibility with the internal market in relation to the API markets under any
        plausible geographic market definition, the exact scope of the geographic market
        (i.e. whether it is at least EEA wide or worldwide) can be left open for the purpose of
        the competitive assessment of the Transaction.185
181  See M.7645 Mylan/Perrigo and M.5865 Teva/Ratiopharm,
182  See M.7645 - Mylan/Perrigo and M.5865 - Teva/Ratiopharm.
183  Certificate(s) of suitability to the monographs of the European Pharmacopoeia, or "CEPs".
184 See https://www.edqm.eu/sites/default/files/presentation-pheur-training-ppr general presentation
     on cep-may2018.pdf
185 See paragraph 605.
                                                           116
 ---pagebreak--- (566) For the purpose of this case, the Commission considers that for the supply of APIs
        the geographic market is at least EEA-wide and possibly global in scope.
6.2.    Competitive assessment
(567) Mylan generated total worldwide sales of approximately EUR […] million from the
        sale of APIs to third parties in 2018, of which only [20-30]% (i.e. EUR […] million)
        are sales achieved in the EEA. Upjohn does not generally supply APIs to third
        parties, with only very limited exceptions which do not give rise to any affected
        market in the EEA.
(568) Based on the Commission’s practice, the Commission has applied a system of filters
        aimed at determining the groups of markets where concerns are most likely and on
        which it focuses its analysis regarding the supply of APIs, namely:
             
                Horizontally affected markets, where the parties have a combined market
                share exceeding 35% at the level of the supply of an individual API;186
             
                Downstream vertically affected markets where either party has a market
                share of more than 30% in the upstream API market and the other party has a
                market share that exceeds 5% in the downstream FDP market; and
             
                Upstream vertically affected markets where either party has a market share of
                more than 5% in the upstream API market and the other party has a market
                share that exceeds 30% in the downstream FDP market.187
(569) In the present case, the Transaction does not result in any horizontal overlaps or
        downstream vertically relationships falling under these criteria.
(570) The Transaction, however, gives rise to five upstream vertically affected markets
        falling under these criteria, namely for the supply of alprazolam, celecoxib,
        eletriptan, sertraline and sildenafil, where Mylan has an estimated worldwide market
        share of [5-10]% or more on the upstream API market and Upjohn has a market
        share of [30-40]% or more at the downstream FDP market at the molecule level in
        various EEA countries.
6.2.1. Alprazolam
(571) While only Mylan is active for the supply of the alprazolam API (Upjohn is not
        active in this market), both Parties supply alprazolam FDPs in the EEA.
(572) The Parties’ upstream market shares (stemming exclusively from Mylan) for the
        supply of alprazolam API are provided in Table 55 below:
186 See M.5295 – Teva/Barr.
187 See M.7746 – Teva/Allergan.
                                                   117
 ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---  ---pagebreak---         investigation in the present case confirmed that companies rely on multi-sourcing
        strategies and do not have difficulties to purchase APIs.189
(595) Second, the market shares of the merged entity for the supply of the relevant APIs
        are not high. In fact, as detailed in Tables 55, 57, 59, and 61, the market shares of the
        merged entity remain below [5-10]% (volume, 2018) for alprazolam, celecoxib,
        eletriptan and sertraline. For the supply of sildenafil, the market share of the merged
        entity is [20-30]% (volume, 2018). In all the relevant API markets (namely
        alprazolam, celecoxib, eletriptan, sildenafil, and sertraline), only Mylan is active and
        Upjohn does not contribute any increment. Therefore, the merged entity does not
        have market power upstream, and consequently does not have the ability to engage
        in input foreclosure.
(596) Third, the merged entity is unlikely to restrict access to APIs for alprazolam,
        celecoxib, eletriptan, sertraline or sildenafil to downstream FDP competitors because
        the merged entity will face competition from multiple companies active in the
        upstream markets with valid CEPs. The market investigation confirmed that there
        are a sufficient number of suppliers of APIs for alprazolam, celecoxib, eletriptan,
        sertraline and sildenafil.190 In particular for sildenafil, which is the only upstream
        market where the merged entity’s share will exceed [5-10]%, the majority of API
        suppliers who responded to the market investigation confirmed that they do not face
        any constraint to increase the volumes of production and that they would be
        interested in supplying more volumes to existing or new customers.191
(597) Finally, competitors indicated almost unanimously that the Transaction would not
        have any impact on their ability to purchase APIs, including for alprazolam,
        celecoxib, eletriptan, sertraline and sildenafil.192
(598) On the other hand, customer foreclosure risks can also be excluded for the following
        reasons.
(599) [Information on the Parties’ API sourcing]. Therefore, the Transaction does not
        remove an important customer from the market, and the merged entity will not have
        the ability or incentive to engage in customer foreclosure.
(600) In addition, competitors active upstream indicated almost unanimously that the
        Transaction would not have any impact on their ability to sell alprazolam, the APIs
        for celecoxib, eletriptan, sertraline or sildenafil.193
189 Questionnaire Q1 to competitors, non-confidential replies to questions 72, 73 and 76.
190 Questionnaire Q1 to competitors, non-confidential replies to questions 73 and 76.
191 Questionnaire Q1 to competitors, non-confidential replies to question 72.
192 Questionnaire Q1 to competitors, non-confidential replies to question 76.
193 Questionnaire Q1 to competitors, non-confidential replies to question 76
                                                        126
 ---pagebreak--- 6.3.    Conclusion
(601) Based on the above considerations, taking into account the market investigation and
        all the evidence available to it, the Commission concludes that the Transaction does
        not raise serious doubts as to its compatibility with the internal market in relation to
        any vertical links between the Parties’ activities for APIs and FDPs.
7.      OUTLICENSING
(602) Outlicensing in the pharmaceutical industry refers to a company (the licensor)
        licensing to another company (the licensee) rights to use a dossier to obtain a
        marketing authorization for a product in one or more countries and commercialize
        the licensed product in those countries.
7.1.    Relevant market
7.1.1. Product market definition
(603) In past decisions, the Commission considered outlicensing for each individual
        molecule to potentially constitute a separate product market which is upstream of the
        market for the supply of FDPs.194
(604) Neither the Notifying Parties nor the market investigation provided any indications
        that the Commission should depart from this approach regarding product market
        definition.
(605) For the purpose of this case, the Commission therefore considers that individual
        molecules constitute the relevant product market for outlicensing.
7.1.2. Geographic market definition
(606) In past decisions, the Commission considered the upstream outlicensing market(s) to
        be at least EEA-wide.195
(607) Neither the Notifying Parties nor the market investigation provided any indications
        that the Commission should depart from this approach regarding geographic market
        definition.
(608) For the purpose of this case, the Commission considers that the market(s) of FDP
        outlicensing to be EEA-wide in geographic scope.
194 See e.g. M.7746 – Teva/Allergan, para. 596; M.7480 – Actavis/Allergan, para. 75 and M.6613 –
    Watson/Actavis, para. 120. In the past the Commission did not always distinguish between contract
    manufacturing and outlicensing (see e.g., M.5865 – Teva/Ratiopharm, paras. 408-420 and M.6258 –
    Teva/Cephalon, paras. 145-151).
195 M.7746 – Teva/Allergan, para. 599; and M.6613 – Watson/Actavis, para. 120.
                                                     127
 ---pagebreak---  ---pagebreak---  ---pagebreak---          of harm seems however unlikely to materialize in practice due to the below
         considerations.
(614) Firstly, the merged entity lacks the ability to foreclose FDP competitors, as neither
         Party is a particularly important competitor in the EEA outlicensing markets
         upstream for the relevant molecules. In addition, competitors in the market
         investigation agreed that the merged entity has no competitive advantage in relation
         to the outlicensing of generics post-Transaction.
(615) Numerous competitors remain on the upstream outlicensing markets for the relevant
         molecules, including (i) Esteve and Aurobindo for doxazosin; (ii) Teva, Esteve,
         Adamed, Grupo Tecnimede, Accord, Aurobindo for amlodipine; (iii) Teva, Esteve,
         and Aurobindo for atorvastatin; (iv) Adamed and Grupo Tecnimede for eplerenone
         and (v) Esteve and Aurobindo for venlafaxine.202
(616) Secondly, the merged entity would lack the incentive to foreclose FDP competitors.
         Its existing licensees only account for a minor share of FDP sales downstream and
         thus the licensees’ sales that could be diverted to the Parties as a result of a potential
         foreclosure would remain limited. Hence, it would likely not be profitable for the
         merged entity to forego license fees from those downstream competitors if it were to
         terminate their license agreements. In most instances, the market share of the Parties'
         licensee accounts for less than [5-10]% in the supply of the relevant FDP market at
         molecule level. For instance, [licensee] presence in the Italian doxazosin and
         amlodipine markets is limited (with respective shares of [0-5]% and [0-5]% in
         2018). Similarly, Mylan's [licensee], has only a [0-5]% market share for venlafaxine
         in Belgium. Regarding atorvastatin in Italy, while Upjohn’s licensee, [licensee], has
         an important market share (of [5-10]% in 2018), [licensee] share from the sale of the
         out-licensed product amounts to less than 1%.203 Regarding eplerenone in Spain,
         Upjohn’s licensee, [licensee], has a high share (of [40-50]% in 2018). However, the
         Commission notes in this respect that the merged entity would not necessarily
         recuperate [licensee] market share if it were to terminate [licensee] licensing
         contract. First, [licensee] could switch to an alternative outlicensor (e.g. Adamed and
         Grupo Tecnimede). Second, even if [licensee] would not switch to an alternative
         licensor, other competitors at the FDP level would compete with the merged entity to
         recuperate [licensee] market share. In particular, for the supply of eplerenone in
         Spain (downstream), the Parties’ market share is limited (it amounted to [5-10]%)
         while the merged entity will continue to face strong competition from a number of
         other competitors than [licensee] with shares greater than [5-10]%, including Vir
         ([10-20]%), Infarco ([5-10]%), Teva ([5-10]%), Stada ([5-10]%), Normon ([5-10]%)
         and Novartis ([5-10]0%).
202 Questionnaire Q1 to competitors, non-confidential replies to question 63.
203 In the case of atorvastatin in Italy, the outlicensing relationship is very limited. It only relates to [details of
    the outlicensing agreement] (with a market share at molecule level of [0-5]% in terms of volume and
    value). The licensee, [name], has its own independent marketing authorization for [product with a
    different galenic form], which accounts for the majority of [licensee]’s sales in that molecule market.
                                                             130
 ---pagebreak--- (617) In addition, the market investigation did not reveal any substantiated concerns in
       relation to outlicensing activities. Competitors also generally confirm that in their
       view, the merger has no impact on the outlicensing markets in the EEA.204
7.3.   Conclusion
(618) Based on the above considerations, taking into account the market investigation and
       all the evidence available to it, the Commission concludes that the Transaction does
       not raise serious doubts as to its compatibility with the internal market in relation to
       the Parties' outlicensing activities in the EEA.
8.     COMMITMENTS
8.1.   Framework for the assessment of the Commitments
(619) Where a notified concentration raises serious doubts as to its compatibility with the
       internal market, the parties may undertake to modify the concentration to remove the
       grounds for the serious doubts identified by the Commission. Pursuant to Article
       6(2) of the Merger Regulation, where the Commission finds that, following
       modification by the undertakings concerned, a notified concentration no longer
       raises serious doubts, it shall declare the concentration compatible with the internal
       market pursuant to Article 6(1)(b) of the Merger Regulation.
(620) As set out in the Commission's Remedies Notice,205 the commitments have to
       eliminate the competition concerns entirely, and have to be comprehensive and
       effective from all points of view.206
(621) In assessing whether commitments will maintain effective competition, the
       Commission considers all relevant factors, including the type, scale and scope of the
       proposed commitments with reference to the structure and the particular
       characteristics of the market in which the Transaction is likely to significantly
       impede effective competition, including the position of the Parties and other
       participants on the market.207
(622) In order for the commitments to comply with those principles, they must be capable
       of being implemented effectively within a short period. Concerning the form of
       acceptable commitments, the Merger Regulation gives discretion to the Commission
       as long as the commitments meet the required standards. Structural commitments
       will meet the conditions set out above only in so far as the Commission is able to
       conclude with the requisite degree of certainty, at the time of its Decision, that it will
204 Questionnaire Q1 to competitors, non-confidential replies to question 65.
205 Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under
    Commission Regulation (EC) No 802/2004 (OJ C 267, 22.10.2008, p. 1-27), the "Remedies Notice".
206 Remedies Notice, paras. 9 and 61.
207 Remedies Notice, para. 12.
                                                        131
 ---pagebreak---        be possible to implement them and that it will be likely that the new commercial
       structures resulting from them will be sufficiently workable and lasting to ensure that
       effective competition will be maintained.208 Divestiture commitments are normally
       the best way to eliminate competition concerns resulting from horizontal overlaps.
(623) The divested activities must consist of a viable business that, if operated by a
       suitable purchaser, can compete effectively with the merged entity on a lasting basis
       and that is divested as a going concern. The business must include all the assets
       which contribute to its current operation or which are necessary to ensure its viability
       and competitiveness and all personnel which are currently employed or which are
       necessary to ensure the business' viability and competitiveness.209
(624) The intended effect of the divestiture will only be achieved if and once the business
       is transferred to a suitable purchaser in whose hands it will become an active
       competitive force in the market. The potential of a business to attract a suitable
       purchaser is an important element of the Commission's assessment of the
       appropriateness of the proposed commitment.210
(625) Even though normally the divestiture of an existing viable stand-alone business is
       required, the Commission, taking into account the principle of proportionality, may
       also consider the divestiture of businesses which have existing strong links or are
       partially integrated with businesses retained by the parties and therefore need to be
       ‘carved out’ in those respects. Commitments including a carve-out of a business can
       only be accepted by the Commission if it can be certain that, at least at the time
       when the business is transferred to the purchaser, a viable business on a stand-alone
       basis will be divested and the risks for the viability and competitiveness caused by
       the carve-out will thereby be reduced to a minimum.
(626) It is against this background that the Commission analysed the proposed
       commitments in this case.
8.2.   Procedure
(627) In order to render the concentration compatible with the internal market, the Parties
       have submitted a set of commitments under Article 6(2) of the Merger Regulation on
       27 March 2020 (the "Initial Commitments"). The Commission market tested the
       Initial Commitments on 30 March 2020 in order to assess whether they were
       sufficient and suitable to remedy the serious doubts identified in Section 5.4 above.
       Following the feedback received during the market test, the Initial Commitments
       were refined and improved, and amended commitments were submitted on 17 April
       2020 (the “Final Commitments”). The Final Commitments are annexed to this
       Decision and form an integral part thereof.
208 Remedies Notice, para. 10.
209 Remedies Notice, paras. 23-25.
210 Remedies Notice, para. 47.
                                                 132
 ---pagebreak--- 8.3.  The Initial Commitments
(628) Under the Initial Commitments, the Parties offered to divest Mylan’s products, in
      markets where serious doubts were identified following the Commission's market
      investigation, to one or more suitable third party purchasers (“the Purchaser(s)”).
(629) The products that the Parties offered to divest under the Initial Commitments
      (hereafter referred together as the “Divestment Businesses”, and each individually as
      a “Divestment Business”) are listed below:
          (i)         Mylan's atorvastatin in Norway;
          (ii)        Mylan's doxazosin in Czechia;
          (iii)       Mylan's doxazosin in France;
          (iv)        Mylan's eplerenone in Belgium;
          (v)         Mylan's eplerenone in Hungary;
          (vi)        Mylan's sildenafil (PAH) in Estonia;
          (vii)       Mylan's sildenafil (PAH) in France;
          (viii)      Mylan's tadalafil in France;
          (ix)        Mylan's sildenafil (PAH) in Latvia;
          (x)         Mylan's sildenafil (PAH) in Lithuania;
          (xi)        Mylan's sildenafil (PAH) in Romania;
          (xii)       Mylan's sildenafil (PAH) in the United Kingdom;
          (xiii)      Mylan's eletriptan in Denmark;
          (xiv)       Mylan's eletriptan in Finland;
          (xv)        Mylan's eletriptan in France;
          (xvi)       Mylan's eletriptan in Norway;
          (xvii)      Mylan's eletriptan in Sweden;
          (xviii)     Mylan's pregabalin in Belgium;
          (xix)       Mylan's pregabalin in Czechia;
          (xx)        Mylan's pregabalin in Luxembourg;
          (xxi)       Mylan's pregabalin in Norway;
          (xxii)      Mylan's gabapentin in Ireland;
          (xxiii)     Mylan's ziprasidone in Czechia;
          (xxiv)      Mylan's alprazolam in Greece;
          (xxv)       Mylan's alprazolam in Iceland;
          (xxvi)      Mylan's alprazolam in Ireland;
          (xxvii)     Mylan's alprazolam in Italy;
          (xxviii)    Mylan's alprazolam in Portugal;
          (xxix)      Mylan's venlafaxine in Belgium;
          (xxx)       Mylan's latanoprost in Belgium;
          (xxxi)      Mylan's latanoprost in Luxembourg;
          (xxxii)     Mylan's latanoprost/timolol in Belgium;
          (xxxiii)    Mylan's latanoprost/timolol in France;
          (xxxiv)     Mylan's latanoprost/timolol in Italy;
          (xxxv)      Mylan's latanoprost/timolol in Luxembourg;
          (xxxvi)     Mylan's latanoprost/timolol in the Netherlands; and
          (xxxvii)    Mylan's latanoprost/timolol in Portugal.
                                                133
 ---pagebreak--- (630) The Divestment Businesses are structured as an asset carve-out; no legal entity of
      Mylan is to be divested. Specifically, under the Initial Commitments, the Parties
      committed that the Divestment Business(es) include the following assets and rights:
            i. all tangible and intangible assets (including intellectual property rights,
            which contribute to the current operation and are necessary to ensure the
            viability, marketability and competitiveness of the Divestment Business);
            ii. all licences, permits and authorizations issued by any governmental
            organisation for the benefit of the Divestment Business;
            iii. all contracts, commitments and customer orders of the Divestment
            Business, insofar they relate to the Divestment Business; all customer, credit
            and other records of the Divestment Business;
            iv. all advertising, marketing, sales, publicity and presentational materials
            related to the Divestment Business, as applicable;
            v. a best efforts obligation for the Parties to obtain the assignment (at the
            Purchaser’s option) of existing contract manufacturing contracts and/or API
            supply contracts, where applicable, or, in the event that consent for the
            assignment cannot be obtained, the benefit of a back-to-back arrangement for
            the supply of the product to the Purchaser for the duration of the relevant
            third party contract and, in any case, for no longer than three years;
            vi. a best efforts obligation for the Parties to obtain the assignment (at the
            Purchaser’s option) of existing licensing agreements and/or any other
            relevant contract currently in place including any awarded tender contracts
            (to the extent that national legislation allows for assignment), where
            applicable;
            vii. the benefit, for a period of up to 3 years after the closing of the
            divestment (the "Divestment Closing"), of (i) an at-cost transitory
            manufacturing or supply arrangement relating to the existing forms of the
            product in the Member State of the Divestment Business to be agreed with
            the Purchaser and overseen by the person(s) approved by the Commission,
            and entrusted with the duty to monitor Mylan's compliance to this Decision
            (the “Monitoring Trustee”) (such transitory arrangement(s) shall include the
            appropriate provisions to ensure the continued supply of the product to the
            Purchaser, including prioritization of the supply to the Purchaser in case of
            shortages); and/or (ii) reasonable technical assistance to the Purchaser or a
            third party manufacturer indicated by the Purchaser, provided on a no cost
            basis, to assume responsibility for the manufacture, sale and marketing of the
            relevant Divestiture Business, to be agreed with the Purchaser and overseen
            by the Monitoring Trustee; and
                                              134
 ---pagebreak---                   viii. an option for the Purchaser to hire one or more Mylan personnel, who
                  work for the relevant Divestment Business and would be considered
                  necessary to maintain the viability, marketability and competitiveness of that
                  Divestment Business to be supervised by the Monitoring Trustee. This option
                  is to be exercised within a period of one year after Divestment Closing.
(631) In addition, the Parties have offered related commitments, inter alia regarding the
       separation of the Divestment Businesses from their retained businesses, the
       preservation of the economic viability, marketability and competitiveness of the
       Divestment Businesses, including the appointment of a Monitoring Trustee and, if
       necessary, the person(s) approved by the Commission with a mandate to sell the
       Divestment Business to a Purchaser at no minimum price (the “Divestiture
       Trustee”).
(632) The Initial Commitments also include specific purchaser requirements in particular
       the need for the Purchaser(s) to be either (i) an established generic supplier with
       presence in the EEA that can market the Divestment Businesses through its own
       commercial infrastructure or through distributors in the relevant countries where
       each relevant Divestment Business is currently active, or (ii) an established generic
       supplier that is not yet present in the EEA but has an advanced plan to enter the EEA
       which existed prior and unrelated to the divestment transaction and will persuade the
       Monitoring Trustee and the Commission that it can effectively start competing in the
       relevant markets within the required timeframe.
8.4.   Assessment of the Initial Commitments
(633) The Commission analysed the suitability of the Commitments to remedy the serious
       doubts raised by the Transaction, in particular under the principles set out in the
       Commission Remedies Notice. In its assessment, the Commission relied inter alia
       on the results of the market test launched on 30 March 2020.
(634) Respondents to the market test were generally positive about the Initial
       Commitments and confirmed that they are suitable to eliminate the competition
       concerns identified by the Commission.211 In particular, the majority of respondents
       considered that, provided they are divested to suitable purchasers, the Divestment
       Businesses include all the necessary assets to successfully market the specific
       molecules in the markets where the Commission identified competition concerns and
       to subsequently compete effectively with the merged entity on these markets.212 In
       addition, respondents highlighted that the transfer/assignment of existing contracts
       (licensing, manufacturing, tender contracts etc.) proposed in the Initial Commitments
       is crucial for the Divestment Businesses to remain a viable and competitive force
       after the transfer to suitable purchasers.213 Moreover, some respondents highlighted
211 Market test of the commitments (R1, R2 and R3), non-confidential replies to question 2.
212 Market test of the commitments (R1, R2 and R3), non-confidential replies to question 3.
213 Market test of the commitments (R1, R2 and R3), non-confidential replies to question 3.
                                                      135
 ---pagebreak---           that some individual molecule markets offered for divestment may not be viable
          when transferred on a standalone basis and hence, a certain grouping of Divestment
          Businesses could be required.214 For this reason, and the reasons described in
          paragraph (636)ii, the Commission welcomes the requirement set out in the Initial
          Commitments according to which, in the event that multiple Purchasers were
          proposed to acquire the Divestment Businesses, the Commission will approve the
          different Purchasers and correlated sale and purchase agreements at the same time.
          Such approach ensures that the transfer of each individual molecule to a suitable
          purchaser is carried out, regardless of the grouping ultimately adopted.
(635) However, the results of the market test also identified issues with the Initial
          Commitments requiring further improvements.
(636) First, while the Initial Commitments allowed for the closing of the Transaction
          before completing the transfer of the Divestment Businesses, the Commission
          considers for the following reasons, based on the results of the market test and the
          evidence available to it, that an upfront buyer is necessary to ensure the viability and
          competitiveness of the Divestment Businesses:
       i.     Only a limited number of companies with an existing presence in the EEA have
              expressed an interest in purchasing all Divestment Businesses together. A more
              significant number of respondents expressed interest in purchasing some
              Divestment Businesses (as opposed to all). However, even adding up these
              respondents would still leave some Divestment Businesses with no suitable
              Purchaser.215
      ii.     While the responses to the market test were mixed as to whether the viability and
              competitiveness of the Divestment Businesses will be negatively affected if its
              transfer occurs after the closing of the Transaction,216 a significant number of
              respondents potentially interested in purchasing the Divestment Business(es)
              considered it necessary to sell the Divestment Business(es) before the closing of
              the Transaction in this case. The reasons expressed by the respondents included
              the following: (i) the merged entity has a strategic advantage vis-à-vis the
              Purchaser(s), being active with branded originator products that are considered
              “must-haves” and not having to deal with contract assignments, transfers and the
              uncertainty of robust supply, which is important for customers of generic
              manufacturers; and (ii) the “dispersed” composition of the Divestment Business
              in terms of molecules and countries led to limited interest in the market test of
              potential buyers to purchase the whole Divestment Business.
214 The responses were, however, inconclusive as to the criterion (by molecule, by country, or by therapeutic
    area) by which a grouping would be most effective. See Market test of the commitments (R1, R2 and R3,
    non-confidential replies to question 4.
215 Market test of the commitments (R1, R2 and R3), non-confidential replies to question 18.
216 Market test of the commitments (R1, R2 and R3), non-confidential replies to question 5.
                                                       136
 ---pagebreak---      iii.    In addition, the Commission notes that a number of divested molecules have
             declining sales and are not among the most sought after molecules, given that
             loss of exclusivity happened between five to over twenty years ago, and may
             therefore face difficulties to attract a suitable Purchaser.
(637) Second, with regard to the Purchaser requirements, the results of the market test
         indicated, that a Purchaser with no existing generic presence in the EEA is unlikely
         to be suitable. However, respondents to the market test expressed the view that the
         presence could be direct or indirect via third party distributor/s, as the importance of
         a direct salesforce seems to vary from country to country.217 As a consequence, the
         Commission considers that the Purchaser criteria as set out in the Initial
         Commitments required further improvements so as to require the Purchaser(s) to be
         an established generic supplier with presence in the EEA that can market the
         products of the Divestment Businesses through its own commercial infrastructure or
         through distributors in the relevant countries where each relevant Divestment
         Business is currently active.
(638) Third, with regard to the transitional supply agreements, the results of the market test
         indicated that the proposed duration of three years might be insufficient to ensure the
         viability of the Divestment Businesses and allow the Purchaser to be fully
         operational.218 Therefore, the Commission considers that the duration of the
         transitional supply agreements should be extendable beyond three years (for at least
         an additional year) at the option of the Purchaser and under the supervision of the
         Monitoring Trustee.
8.5.     The Final Commitments
(639) On 17 April 2020, the Parties submitted a revised set of commitments (the "Final
         Commitments") taking into account the results of the market test of the Initial
         Commitments.
(640) First, the Parties included an upfront buyer clause in the Final Commitments. As a
         result, the Transaction shall not be implemented before Mylan (or the Divestiture
         Trustee) has entered into a final binding sale and purchase agreement for the sale of
         the Divestment Businesses and the Commission has approved the Purchaser or
         Purchasers and the terms of sale. Upon the Parties’ reasoned request accompanied by
         a reasoned opinion by the Monitoring Trustee, the Commission may (i) approve the
         Purchaser(s) on the basis of (a) legally binding agreement(s) for the sale of the
         Divestment Business(es) setting out all material terms and conditions of such sale,
         but prior to the execution of final sale and purchase agreement(s) and (ii) approve
         the implementation of the Transaction. In that case, the final sale and purchase
         agreement(s) (including any ancillary agreement relevant for the purpose of the Final
         Commitments) shall be approved separately by the Commission.
217 Market test of the commitments (R1, R2 and R3), non-confidential replies to questions 13-15.
218 Market test of the commitments (R1, R2 and R3), non-confidential replies to question 8.
                                                      137
 ---pagebreak--- (641) Second, the Parties amended the Purchaser requirements to reflect the market test
      feedback. Under the Final Commitments, a Purchaser with no existing generic
      presence in the EEA would no longer be suitable. However, an established generic
      supplier with presence in the EEA that can market products of the Divestment
      Businesses through its own commercial infrastructure or through distributors in the
      relevant countries where each relevant Divestment Business is currently active,
      would be a suitable Purchaser.
(642) Third, the Parties amended the duration of transitional supply agreements. Under the
      Final Commitments, these agreements would have an initial term of up to three
      years, and may be extended for an additional year, up to two times (for a total
      duration of five years) at the request of the Purchaser/s and subject to the approval of
      the Monitoring Trustee.
8.6.  Assessment of the Final Commitments
(643) The Commission considers that these amendments adequately address the concerns
      raised by the market test respondents and the Commission itself in relation to the
      Initial Commitments. The Commission notes in particular that the introduction of an
      upfront purchaser requirement, in light of the limited interest from market
      participants and the specificities of the Divestment Businesses, contributes to the
      viability and competitiveness of the Divestment Businesses, by guaranteeing timely
      divestment to (a) suitable Purchaser(s).
(644) In addition, the Commission may, if it considers it appropriate in the circumstances,
      (i) approve the Purchaser(s) on the basis of (a) legally binding agreement(s) setting
      out all material terms and conditions of the sale of the Divestment Businesses but
      prior to Mylan (or the Divestiture Trustee) having entered into (a) final sale and
      purchase agreement(s) for the sale of the Divestment Businesses and (ii) approve the
      implementation of the Transaction, based on the Parties’ reasoned request
      accompanied by a reasoned opinion by the Monitoring or Divestiture Trustee.
      Indeed, the Final Commitments imply the negotiation of numerous ancillary
      agreements, including transitional supply agreements for the 37 Divestment
      Businesses across 20 different EEA countries. However, the exceptional
      circumstances brought about by the coronavirus outbreak, and the disruptions caused
      by it to the usual course of business, notably in the pharmaceutical industry, may
      delay the finalisation of these ancillary agreements. Moreover, even if the Parties
      request that the Commission uses this possibility and the Commission accepts it, the
      final sale and purchase agreement(s), including all ancillary agreement(s), will
      remain subject to the Commission’s approval.
(645) Based on the above, the Commission concludes that the Divestment Businesses are
      viable businesses and the modalities foreseen for their transfer under the Final
      Commitments will allow suitable Purchaser(s) to operate them in a competitive and
      viable manner.
                                                 138
 ---pagebreak--- (646) The Final Commitments fully address the competition concerns identified in this
      Decision as they remove the overlap between Mylan and Upjohn in all markets
      where serious doubt arise, replacing Mylan with an alternative generic player.
(647) Moreover, the Commitments are comprehensive, effective, and are capable of being
      implemented effectively within a short period.
(648) The Commission therefore considers that the Final Commitments are sufficient to
      eliminate all serious doubts as to the compatibility of the Transaction with the
      internal market and the EEA Agreement.
8.7.  Conditions and obligations
(649) Under the first sentence of the second subparagraph of Article 6(2) of the Merger
      Regulation, the Commission may attach to its decision conditions and obligations
      intended to ensure that the undertakings concerned comply with the commitments
      they have entered into vis-à-vis the Commission with a view to rendering a notified
      concentration compatible with the internal market.
(650) The achievement of the measure that gives rise to the structural change of the market
      is a condition, whereas the implementing steps which are necessary to achieve this
      result are generally obligations on the Parties. Where a condition is not fulfilled, the
      Commission’s decision declaring the concentration compatible with the internal
      market no longer stands. Where the undertakings concerned commit a breach of an
      obligation, the Commission may revoke the clearance decision in accordance with
      Article 8(6) of the Merger Regulation. The undertakings concerned may also be
      subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the
      Merger Regulation.
(651) In accordance with the distinction described above, this Decision in this case is
      conditioned on the full compliance with the requirements set out in Section B of the
      Final Commitments (including the Schedules), which constitute conditions. The
      remaining requirements set out in the other sections of the Final Commitments
      constitute obligations on the Parties.
(652) The detailed text of the Final Commitments is annexed to this Decision. The full text
      of the Final Commitments forms an integral part of this Decision.
9.    CONCLUSION
(653) For the above reasons, the Commission has decided not to oppose the notified
      operation as modified by the Commitments and to declare it compatible with the
      internal market and with the functioning of the EEA Agreement, subject to full
      compliance with the conditions in Section B (including the Schedules) of the
      Commitments annexed to this Decision and with the obligations contained in the
      other sections of the said Commitments. This Decision is adopted in application of
                                               139
 ---pagebreak--- Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation and Article
57 of the EEA Agreement.
                                              For the Commission
                                              (Signed)
                                              Margrethe VESTAGER
                                              Executive Vice-President
                                         140
 ---pagebreak--- Case M.9517 | Commitments
                          17 April 2019
 ---pagebreak---                                      TABLE OF CONTENTS
SECTION A – DEFINITIONS ........................................................................................... 6
SECTION B – THE COMMITMENT TO DIVEST AND THE DIVESTMENT
   BUSINESS .................................................................................................................. 7
SECTION C – RELATED COMMITMENTS ................................................................. 10
SECTION D – THE PURCHASER .................................................................................. 12
SECTION E – TRUSTEE ................................................................................................. 13
SECTION F – THE REVIEW CLAUSE .......................................................................... 18
SECTION G – ENTRY INTO FORCE ............................................................................ 19
PRODUCT: MYLAN'S EPLERENONE PRODUCTS .................................................... 20
   Territory: Belgium ..................................................................................................... 20
PRODUCT: MYLAN'S LATANOPROST PRODUCTS ................................................. 21
   Territory: Belgium ..................................................................................................... 21
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS .............................. 24
   Territory: Belgium ..................................................................................................... 24
PRODUCT: MYLAN'S PREGABALIN PRODUCTS .................................................... 26
   Territory: Belgium ..................................................................................................... 26
PRODUCT: MYLAN'S VENLAFAXINE PRODUCTS.................................................. 28
   Territory: Belgium ..................................................................................................... 28
PRODUCT: MYLAN'S DOXAZOSIN PRODUCTS ...................................................... 30
   Territory: the Czech Republic ................................................................................... 30
PRODUCT: MYLAN'S PREGABALIN PRODUCTS .................................................... 32
   Territory: Czech Republic ......................................................................................... 32
PRODUCT: MYLAN'S ZIPRASIDONE PRODUCTS.................................................... 34
   Territory: the Czech Republic ................................................................................... 34
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS...................................................... 36
   Territory: Denmark.................................................................................................... 36
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS ........................................... 38
                                                               2
 ---pagebreak---    Territory: Estonia ...................................................................................................... 38
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS...................................................... 40
   Territory: Finland ...................................................................................................... 40
PRODUCT: MYLAN'S DOXAZOSIN PRODUCTS ...................................................... 42
   Territory: France........................................................................................................ 42
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS...................................................... 44
   Territory: France........................................................................................................ 44
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS .............................. 46
   Territory: France........................................................................................................ 46
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS ........................................... 48
   Territory: France........................................................................................................ 48
PRODUCT: MYLAN'S TADALAFIL (PAH) PRODUCTS ............................................ 50
   Territory: France........................................................................................................ 50
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS .................................................. 53
   Territory: Greece ....................................................................................................... 53
PRODUCT: MYLAN'S EPLERENONE PRODUCTS .................................................... 54
   Territory: Hungary .................................................................................................... 54
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS .................................................. 56
   Territory: Iceland ....................................................................................................... 56
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS .................................................. 58
   Territory: Ireland ....................................................................................................... 58
PRODUCT: MYLAN'S GABAPENTIN PRODUCTS .................................................... 60
   Territory: Ireland ....................................................................................................... 60
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS .................................................. 62
   Territory: Italy ........................................................................................................... 62
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS .............................. 65
   Territory: Italy ........................................................................................................... 65
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS ........................................... 67
   Territory: Latvia ........................................................................................................ 67
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS ........................................... 69
                                                                  3
 ---pagebreak---    Territory: Lithuania ................................................................................................... 69
PRODUCT: MYLAN'S LATANOPROST PRODUCTS ................................................. 71
   Territory: Luxembourg .............................................................................................. 71
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS .............................. 73
   Territory: Luxembourg .............................................................................................. 73
PRODUCT: MYLAN'S PREGABALIN PRODUCTS .................................................... 75
   Territory: Luxembourg .............................................................................................. 75
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS .............................. 77
   Territory: the Netherlands ......................................................................................... 77
PRODUCT: MYLAN'S ATORVASTATIN PRODUCTS ............................................... 80
   Territory: Norway...................................................................................................... 80
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS...................................................... 82
   Territory: Norway...................................................................................................... 82
PRODUCT: MYLAN'S PREGABALIN PRODUCTS .................................................... 83
   Territory: Norway...................................................................................................... 83
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS .................................................. 85
   Territory: Portugal ..................................................................................................... 85
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS .............................. 87
   Territory: Portugal ..................................................................................................... 87
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS ........................................... 90
   Territory: Romania .................................................................................................... 90
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS...................................................... 92
   Territory: Sweden ...................................................................................................... 92
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS ........................................... 94
   Territory: United Kingdom ....................................................................................... 94
                                                               4
 ---pagebreak---                 COMMITMENTS TO THE EUROPEAN COMMISSION
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the "Merger
Regulation"), Mylan N.V. ("Mylan") and Upjohn (“Upjohn”) hereby enters into the
following Commitments (the "Commitments") vis-à-vis the European Commission (the
"Commission") with a view to rendering their merger (the "Transaction") compatible with
the internal market and the functioning of the EEA Agreement.
This text shall be interpreted in light of the Commission’s decision pursuant to Article
6(1)(b) of the Merger Regulation to declare the Transaction compatible with the internal
market and the functioning of the EEA Agreement (the "Decision"), in the general
framework of European Union law, in particular in light of the Merger Regulation, and by
reference to the Commission Notice on remedies acceptable under Council Regulation (EC)
No 139/2004 and under Commission Regulation (EC) No 802/2004 (the "Remedies
Notice").
                                                 5
 ---pagebreak--- SECTION A – DEFINITIONS
(1)   For the purpose of the Commitments, the following terms shall have the following meaning:
      Affiliated Undertakings: undertakings controlled by the Parties and/or by the ultimate
      parents of the Parties, whereby the notion of control shall be interpreted pursuant to Article 3
      of the Merger Regulation and in light of the Commission Consolidated Jurisdictional Notice
      under Council Regulation (EC) No 139/2004 on the control of concentrations between
      undertakings (the "Consolidated Jurisdictional Notice").
      Assets: the assets that contribute to the current operation or are necessary to ensure the
      viability and competitiveness of the Divestment Business as indicated in Section B,
      paragraph 6 (a), (b) and (c) and described more in detail in the Schedule.
      Divestment Closing: the transfer of the legal title to the Divestment Business to the
      Purchaser.
      Divestment Closing Period: the period of […] months from the approval of the Purchaser
      and the terms of sale by the Commission.
      Confidential Information: any business secrets, know-how, commercial information, or
      any other information of a proprietary nature that is not in the public domain.
      Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity and
      independence in discharging its duties under the Commitments.
      Divestment Business: each of the businesses that Mylan commits to divest as defined in
      Section B and in the Schedules.
      Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the
      Commission and appointed by Mylan and who has/have received from Mylan the exclusive
      Trustee mandate to sell the Divestment Business to a Purchaser at no minimum price.
      Effective Date: the date of adoption of the Decision.
      First Divestiture Period: the period of […] months from the Effective Date.
      Hold Separate Manager: the person appointed by Mylan to manage the day-to-day
      operations of the Divestment Business under the supervision of the Monitoring Trustee.
      Monitoring Trustee: one or more natural or legal person(s) approved by the Commission,
      appointed by Mylan, and entrusted with the duty to monitor Mylan's compliance with the
      conditions and obligations attached to the Decision.
      Mylan: Mylan N.V. a private limited liability company organized and existing under the
      laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands.
      Parties: Mylan and Upjohn or following the closing of the Transaction, Viatris.
      Personnel: the staff that could be considered necessary to maintain the viability,
      marketability and competitiveness of the Divestment Business.
      Pfizer: Pfizer Inc. a pharmaceutical company active worldwide in the research,
      development, manufacturing and marketing of innovative medicines with its corporate
      headquarters in 235 East 42nd Street, New York, NY 10017, USA.
                                                    6
 ---pagebreak---       Purchaser: the entity approved by the Commission as acquirer of the Divestment Business
      in accordance with the criteria set out in Section D.
      Purchaser Criteria: the criteria laid down in paragraph 17 of these Commitments that the
      Purchaser must fulfil to be approved by the Commission.
      Retained Business(es): Upjohn’s overlapping products in the relevant markets,
      which give rise to the need for a divestment and which are not part of the
      Commitments.
      Schedule: the schedule to these Commitments describing the Divestment Business in more
      detail.
      Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.
      Trustee Divestiture Period: the period of […] months from the end of the First Divestiture
      Period.
      Upjohn: the Upjohn business being spun-off and combined with Mylan. Upjohn is made up
      of (a) a portfolio of 21 established brands organised across the following key therapeutic
      areas: (i) Cardiovascular, (ii) Central Nervous System/Psychiatry, (iii) Pain/Neurology, (iv)
      Urology and (v) Ophthalmology; and (b) Greenstone LLC (Greenstone), a US-focused
      generics business. Greenstone sells non-branded authorized generic versions of Pfizer
      branded products (and a very small number of authorized generics from Allergan)
      exclusively in the US.
SECTION B – THE COMMITMENT TO DIVEST AND THE DIVESTMENT BUSINESS
      Commitment to divest
(2)   To maintain effective competition, Mylan commits to divest, or procure the divestiture of,
      the Divestment Business by the end of the Trustee Divestiture Period to one or more
      purchasers and on terms of sale approved by the Commission in accordance with the
      procedure described in paragraph 18 of these Commitments. To carry out the divestiture,
      Mylan commits to finding a purchaser/purchasers and entering into one or more final
      binding sale and purchase agreements for the sale of the Divestment Business within the
      First Divestiture Period. In the event that Mylan proposes to divest the Divestment Business
      to multiple purchasers, Mylan commits to submitting the reasoned proposals and the
      relevant sale and purchase agreements to the Commission for approval at the same time. If
      Mylan has not entered into such an agreement (or agreements) at the end of the First
      Divestiture Period, Mylan shall grant the Divestiture Trustee an exclusive mandate to sell
      the Divestment Business in the Trustee Divestiture Period in accordance with the procedure
      described in paragraph 30.
(3)   The Transaction shall not be implemented before Mylan or the Divestiture Trustee has
      entered into (a) final binding sale and purchase agreement(s) for the sale of the Divestment
      Businesses and the Commission has approved the purchaser or purchasers and the terms of
      sale in accordance with paragraph 19. Upon the Parties’ reasoned request accompanied by a
      reasoned opinion by the Trustee and the previous sentence notwithstanding, the Commission
      may (i) approve the purchaser or purchasers on the basis of (a) legally binding agreement(s)
      between Mylan or the Divestiture Trustee and the purchaser(s) for the sale of the Divestment
      Business(es) setting out all material terms and conditions of such sale but prior to Mylan or
      the Divestiture Trustee having entered into (a) final sale and purchase agreement(s) for the
      sale of the Divestment Businesses and (ii) approve the implementation of the Transaction.
      The final sale and purchase agreement(s) (including any ancillary agreement relevant for the
      purpose of these Commitments) shall be subject to approval in line with paragraph 19.
                                                     7
 ---pagebreak---  ---pagebreak---  ---pagebreak---                        no longer than three years;
         (f)           if such contract exists, a best efforts obligation to obtain the assignment (at the
                       purchaser’s option) of existing licensing agreements and/or any other relevant
                       contract currently in place including any awarded tender contracts (to the extent
                       that national legislation allows for assignment);
         (g)           the benefit, for a period of up to 3 years after Divestment Closing, which period
                       may be extended by one year, and an additional year thereafter, upon request by
                       the Purchaser and subject to the approval of the Monitoring Trustee on the basis
                       that such extension is necessary for the Purchaser to continue commercializing the
                       Divestment Business, of (i) an at-cost transitory manufacturing or supply
                       arrangement relating to the existing forms of the product in the Member State of
                       the Divestment Business to be agreed with the Purchaser and overseen by the
                       Monitoring Trustee in accordance with paragraph (29)(i)(iii) (such transitory
                       arrangement(s) shall include the appropriate provisions to ensure the continued
                       supply of the product to the Purchaser, including prioritization of the supply to the
                       Purchaser in case of shortages); and/or (ii) reasonable technical assistance to the
                       Purchaser or a third party manufacturer indicated by the Purchaser, provided on a
                       no cost basis, to assume responsibility for the manufacture, sale and marketing of
                       the relevant Divestiture Business, as detailed in the Schedules to be agreed with
                       the Purchaser and overseen by the Monitoring Trustee in accordance with
                       paragraph (29)(i)(iii); and
         (h)           in relation to the Divestment Businesses set out in the Schedules, subject to
                       applicable local employment legislation, an option for the Purchaser to hire one or
                       more Mylan Personnel, who work for the relevant Divestment Business and who
                       would be considered necessary to maintain the viability, marketability and
                       competitiveness of that Divestment Business to be supervised by the Monitoring
                       Trustee. This option is to be exercised within a period of one year after Divestment
                       Closing.6
(8)      The Divestment Business is structured as an asset carve-out; no legal entity of Mylan is to be
         divested.
SECTION C – RELATED COMMITMENTS
         Preservation of viability, marketability and competitiveness
(9)      From the Effective Date until Divestment Closing, the Parties shall preserve or procure the
         preservation of the economic viability, marketability and competitiveness of the Divestment
         Businesses, in accordance with good business practice, and shall minimize as far as possible
         any risk of loss of competitive potential of the Divestment Businesses. In particular, Mylan
         undertakes:
         (a)           not to carry out any action that might have a significant adverse impact on the
                       value, management or competitiveness of the Divestment Businesses or that might
                       alter the nature and scope of activity, or the industrial or commercial strategy or
                       the investment policy of the Divestment Businesses;
6   This entails that Purchaser(s) would have to adduce specific circumstances based on which it can demonstrate objectively that in
    order to be able to competitively commercialize the relevant products it needs certain Mylan Personnel. Mylan will cooperate with
    the Monitoring Trustee to provide information necessary for the Purchaser to conduct this assessment.
                                                                      10
 ---pagebreak---      (b)       to make available, or procure to make available, sufficient resources for the
               development of the Divestment Businesses, on the basis and continuation of the
               existing business plans.
     Hold-separate obligations
(10) The Parties commit from the Effective Date until Divestment Closing, to the extent
     reasonably practicable, to keep the Divestment Businesses separate from the Retained
     Business. The Parties also commit to ensuring that the Personnel of the Divestment
     Businesses – including the Hold Separate Manager – will not be involved in the Retained
     Business. The Parties likewise commit to ensuring that the personnel of the Retained
     Business will not be involved in the Divestment Businesses.
(11) Until Divestment Closing, Mylan shall assist the Monitoring Trustee in ensuring that the
     Divestment Businesses are managed separately and as saleable businesses from the Retained
     Business. Immediately after the adoption of the Decision, Mylan shall appoint a Hold
     Separate Manager. The Hold Separate Manager shall manage the Divestment Businesses
     independently of the Retained Business and in the best interest of each Divestment Business
     with a view to ensuring its continued economic viability, marketability and competitiveness.
     The Hold Separate Manager shall closely cooperate with and report to the Monitoring
     Trustee and, if applicable, the Divestiture Trustee. In case of any replacement of the Hold
     Separate Manager, Mylan shall provide a reasoned proposal to replace the person(s)
     concerned to the Commission and the Monitoring Trustee. Mylan must be able to
     demonstrate to the Commission that the replacement is well-suited to carry out the functions
     exercised by the Hold Separate Manager. The replacement shall take place under the
     supervision of the Monitoring Trustee, who shall report to the Commission. The
     Commission may require Mylan to replace the Hold Separate Manager, after having heard
     Mylan.
     Ring-fencing
(12) Mylan shall implement, or procure to implement, all necessary measures to ensure that its
     personnel that manages the Divestment Businesses shall not obtain commercially sensitive
     and/or product specific Confidential Information relating to the Retained Business.
(13) Mylan shall implement, or procure to implement, all necessary measures to ensure that its
     personnel that manages the Retained Business shall not obtain commercially sensitive and/or
     product specific Confidential Information relating to the Divestment Businesses.
     Non-Solicitation clause
(14) In the instance that the Purchaser exercises the option as described in paragraph 6(g), the
     Parties undertake, subject to customary limitations, not to solicit, and to procure that
     Affiliated Undertakings do not solicit Personnel hired by (as opposed to seconded to) the
     Purchaser according to paragraph 6(g) for a period of 24 months after Divestment Closing.
     Due diligence
(15) In order to enable potential purchasers to carry out a reasonable due diligence of the
     Divestment Businesses, Mylan shall, subject to customary confidentiality assurances and
     subject to confidentiality obligations vis-à-vis third parties and dependent on the stage of the
     divestiture process:
     (a)       provide to potential purchasers sufficient information as regards the Divestment
               Businesses;
                                                    11
 ---pagebreak---       (b)       provide to potential purchasers sufficient information relating to the Personnel and
                allow them reasonable access to the Personnel.
      Reporting
(16)  Mylan shall submit written reports in English on potential purchasers of the Divestment
      Businesses and developments in the negotiations with such potential purchasers to the
      Commission and the Monitoring Trustee no later than 10 days after the end of every month
      following the Effective Date (or otherwise at the Commission’s request). Mylan shall submit
      a list of all potential purchasers having expressed interest in acquiring the Divestment
      Businesses to the Commission at each and every stage of the divestiture process, as well as a
      copy of all the offers made by potential purchasers within five days of their receipt.
(17)  Mylan shall inform the Commission and the Monitoring Trustee on the preparation of the
      data room documentation and the due diligence procedure and shall submit a copy of any
      information memorandum to the Commission and the Monitoring Trustee before sending the
      memorandum out to potential purchasers.
SECTION D – THE PURCHASER
(18)  In order to be approved by the Commission, the Purchaser must fulfil the following criteria:
      (a)       The Purchaser shall be independent of and unconnected to the Parties and their
                Affiliated Undertakings (this being assessed having regard to the situation
                following the divestiture);
      (b)       The Purchaser shall have the financial resources, proven expertise and incentive to
                maintain and develop the relevant Divestment Business (or Divestment
                Businesses) as a viable and active competitive force in competition with the Parties
                and other competitors;
      (c)       The Purchaser shall be an established generic supplier with presence in the EEA
                that can market the relevant Divestment Business (or Divestment Businesses)
                through its own commercial infrastructure or through distributors in the relevant
                countries where each relevant Divestment Business is currently active; and
      (d)       The acquisition of the relevant Divestment Business (or Divestment Businesses)
                by the Purchaser must neither be likely to create, in light of the information
                available to the Commission, prima facie competition concerns nor give rise to a
                risk that the implementation of the Commitments will be delayed. In particular, the
                Purchaser must reasonably be expected to obtain all necessary approvals from the
                relevant regulatory authorities for the acquisition of the Divestment Business(es).
(19)  Subject to paragraph 3, the final binding sale and purchase agreement(s) (as well as ancillary
      agreements) relating to the divestment of the Divestment Businesses shall be conditional on
      the Commission’s approval. When Mylan has reached an agreement with a purchaser, it
      shall submit a fully documented and reasoned proposal, including a copy of the final
      agreement(s), within one week to the Commission and the Monitoring Trustee. Mylan must
      be able to demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria
      and that the relevant Divestment Business is being sold in a manner consistent with the
      Commission's Decision and the Commitments. For the approval, the Commission shall
      verify that the purchaser fulfils the Purchaser Criteria and that the Divestment Business is
      being sold in a manner consistent with the Commitments including their objective to bring
      about a lasting structural change in the market. The Commission may approve the sale of the
                                                     12
 ---pagebreak---       Divestment Businesses without one or more Assets or parts of the Personnel, or by
      substituting one or more Assets or parts of the Personnel with one or more different assets or
      different personnel, if this does not affect the viability and competitiveness of the
      Divestment Businesses after the sale, taking account of the proposed purchaser(s).
SECTION E – TRUSTEE
      I.       Appointment procedure
(20)  Mylan shall appoint a Monitoring Trustee to carry out the functions specified in these
      Commitments for a Monitoring Trustee. Mylan commits not to close the Transaction before
      the appointment of a Monitoring Trustee.
(21)  If Mylan has not entered into binding sale and purchase agreements regarding the
      Divestment Businesses one month before the end of the First Divestiture Period or if the
      Commission has rejected a purchaser proposed by Mylan at that time or thereafter, Mylan
      shall appoint a Divestiture Trustee. The appointment of the Divestiture Trustee shall take
      effect upon the commencement of the Trustee Divestiture Period.
(22)  The Trustee shall:
      (i)       at the time of appointment, be independent of the Parties and their Affiliated
                Undertakings;
      (ii)      possess the necessary qualifications to carry out its mandate, for example have
                sufficient relevant experience as an investment banker or consultant or auditor; and
      (iii)     neither have nor become exposed to a Conflict of Interest.
(23)  The Trustee shall be remunerated by Mylan in a way that does not impede the independent
      and effective fulfilment of its mandate. In particular, where the remuneration package of a
      Divestiture Trustee includes a success premium linked to the final sale value of the
      Divestment Business, such success premium may only be earned if the divestiture takes
      place within the Trustee Divestiture Period.
Proposal by Mylan
(24)  No later than two weeks after the Effective Date, Mylan shall submit the name or names of
      one or more natural or legal persons whom Mylan proposes to appoint as the Monitoring
      Trustee to the Commission for approval. No later than one month before the end of the First
      Divestiture Period or on request by the Commission, Mylan shall submit a list of one or
      more persons whom Mylan proposes to appoint as Divestiture Trustee to the Commission
      for approval. The proposal shall contain sufficient information for the Commission to verify
      that the person or persons proposed as Trustee fulfil the requirements set out above and shall
      include:
      (a)       the full terms of the proposed mandate, which shall include all provisions
                necessary to enable the Trustee to fulfil its duties under these Commitments;
      (b)       the outline of a work plan which describes how the Trustee intends to carry out its
                assigned tasks;
                                                    13
 ---pagebreak---        (c)        an indication whether the proposed Trustee is to act as both Monitoring Trustee
                  and Divestiture Trustee or whether different trustees are proposed for the two
                  functions.
Approval or rejection by the Commission
(25)   The Commission shall have the discretion to approve or reject the proposed Trustee(s) and
       to approve the proposed mandate subject to any modifications it deems necessary for the
       Trustee to fulfil its obligations. If only one name is approved, Mylan shall appoint or cause
       to be appointed the person or persons concerned as Trustee, in accordance with the mandate
       approved by the Commission. If more than one name is approved, Mylan shall be free to
       choose the Trustee to be appointed from among the names approved. The Trustee shall be
       appointed within one week of the Commission’s approval, in accordance with the mandate
       approved by the Commission.
New proposal by Mylan
(26)   If all the proposed Trustees are rejected, Mylan shall submit the names of at least two more
       natural or legal persons within one week of being informed of the rejection, in accordance
       with paragraphs (20) and (25) of these Commitments.
Trustee nominated by the Commission
(27)   If all further proposed Trustees are rejected by the Commission, the Commission shall
       nominate a Trustee, whom Mylan shall appoint, or cause to be appointed, in accordance with
       a trustee mandate approved by the Commission.
       II.       Functions of the Trustee
(28)   The Trustee shall assume its specified duties and obligations in order to ensure compliance
       with these Commitments. The Commission may, on its own initiative or at the request of the
       Trustee or Mylan, give any orders or instructions to the Trustee in order to ensure
       compliance with the conditions and obligations attached to the Decision.
Duties and obligations of the Monitoring Trustee
(29)   The Monitoring Trustee shall:
       (i)        propose in its first report to the Commission a detailed work plan describing how it
                  intends to monitor compliance with the obligations and conditions attached to the
                  Decision.
       (ii)       oversee, in close co-operation with the Hold Separate Manager, the on-going
                  management of the Divestment Businesses with a view to ensuring their continued
                  economic viability, marketability and competitiveness and monitor compliance by
                  Mylan with the conditions and obligations attached to the Decision. To that end the
                  Monitoring Trustee shall:
                  (a)     monitor the preservation of the economic viability, marketability and
                          competitiveness of the Divestment Businesses, and the keeping separate of
                          the Divestment Businesses from the Retained Business, in accordance with
                          paragraphs 8 and 9 of these Commitments;
                                                       14
 ---pagebreak---       (b)      supervise the management of the Divestment Businesses as distinct and
               saleable entities, in accordance with paragraph 10 of these Commitments;
      (c)      with respect to Confidential Information:
               -       determine all necessary measures to ensure that Mylan does not
                       after the Effective Date obtain any Confidential Information
                       relating to the Divestment Businesses,
               -       in particular strive for the severing of the Divestment Businesses’
                       participation in a central information technology network to the
                       extent possible, without compromising the viability of the
                       Divestment Businesses,
               -       make sure that any Confidential Information relating to the
                       Divestment Businesses obtained by Mylan before the Effective
                       Date is eliminated and will not be used by Mylan and
               -       decide whether such information may be disclosed to or kept by
                       Mylan as the disclosure is reasonably necessary to allow Mylan to
                       carry out the divestiture or as the disclosure is required by law;
      (d)      monitor the splitting of assets and the allocation of Personnel between the
               Divestment Businesses and Mylan or Affiliated Undertakings (should the
               Purchaser make use of the option in paragraph 6(g));
(iii) oversee the determination of the reasonable cost basis for the transitory
      manufacturing or supply arrangements and/or for the provision of technical
      assistance to the Purchaser (see paragraph 00 above), which will be provided by
      Mylan to the Purchaser at no cost;
(iv)  propose to Mylan such measures as the Monitoring Trustee considers necessary to
      ensure Mylan's compliance with the conditions and obligations attached to the
      Decision, in particular the maintenance of the full economic viability,
      marketability or competitiveness of the Divestment Businesses, the holding
      separate of the Divestment Businesses and the nondisclosure of competitively
      sensitive information;
(v)   review and assess potential purchasers as well as the progress of the divestiture
      process and verify that, dependent on the stage of the divestiture process:
      (a)      potential purchasers receive sufficient and correct information relating to
               the Divestment Business and the Personnel in particular by reviewing, if
               available, the data room documentation, the information memorandum and
               the due diligence process, and
      (b)      potential purchasers are granted reasonable access to the Personnel;
(vi)  act as a contact point for any requests by third parties, in particular potential
      purchasers, in relation to these Commitments;
(vii) provide to the Commission, sending Mylan a non-confidential copy at the same
      time, a written report within 15 days after the end of every month that shall cover
      the operation and management of the Divestment Businesses as well as the
      splitting of assets and the allocation of Personnel so that the Commission can
                                            15
 ---pagebreak---                   assess whether the business is held in a manner consistent with these
                  Commitments and the progress of the divestiture process as well as potential
                  purchasers;
       (viii)     promptly report in writing to the Commission, sending Mylan a non-confidential
                  copy at the same time, if it concludes on reasonable grounds that Mylan is failing
                  to comply with these Commitments;
       (ix)       within one week after receipt of the documented proposal referred to in paragraph
                  18 of these Commitments, submit to the Commission, sending Mylan a non-
                  confidential copy at the same time, a reasoned opinion as to the suitability and
                  independence of the proposed purchaser and the viability of the Divestment
                  Businesses after the Sale and as to whether the Divestment Businesses are sold in a
                  manner consistent with the conditions and obligations attached to the Decision, in
                  particular, if relevant, whether the sale of the Divestment Businesses without one
                  or more Assets or not all of the Personnel affects the viability of the Divestment
                  Businesses after the sale, taking account of the proposed purchaser;
       (x)        assume the other functions assigned to the Monitoring Trustee under the conditions
                  and obligations attached to the Decision.
(30)   If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the
       Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other
       during and for the purpose of the preparation of the Trustee Divestiture Period in order to
       facilitate each other's tasks.
Duties and obligations of the Divestiture Trustee
(31)   Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price
       the Divestment Businesses to a purchaser, provided that the Commission has approved both
       the purchaser(s) and the final binding sale and purchase agreement(s) (and ancillary
       agreements) as in line with the Decision and paragraphs (16) and (17) of these
       Commitments. The Divestiture Trustee shall include in the sale and purchase agreement (as
       well as in any ancillary agreements) such terms and conditions as it considers appropriate for
       an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee
       may include in the sale and purchase agreement such customary representations and
       warranties and indemnities as are reasonably required to effect the sale. The Divestiture
       Trustee shall protect the legitimate financial interests of Mylan, subject to the Parties'
       unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.
(32)   In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture
       Trustee shall provide the Commission with a comprehensive monthly report written in
       English on the progress of the divestiture process. Such reports shall be submitted within 15
       days after the end of every month with a simultaneous copy to the Monitoring Trustee and a
       non-confidential copy to the Parties.
       III.      Duties and obligations of the Parties
(33)   Mylan shall provide and shall cause its advisors to provide the Trustee with all such co-
       operation, assistance and information as the Trustee may reasonably require to perform its
       tasks. The Trustee shall have full and complete access to any of Mylan's or the Divestment
       Business’ books, records, documents, management or other personnel, facilities, sites and
       technical information necessary for fulfilling its duties under the Commitments and Mylan
       and the Divestment Business shall provide the Trustee upon request with copies of any
       document. Mylan and the Divestment Business shall make available to the Trustee one or
                                                       16
 ---pagebreak---      more offices on their premises and shall be available for meetings in order to provide the
     Trustee with all information necessary for the performance of its tasks.
(34) Mylan shall provide the Monitoring Trustee with all managerial and administrative support
     that it may reasonably request on behalf of the management of the Divestment Businesses.
     This shall include all administrative support functions relating to the Divestment Businesses
     which are currently carried out at headquarters level. Mylan shall provide and shall cause its
     advisors to provide the Monitoring Trustee, on request, with the information submitted to
     potential purchasers, in particular give the Monitoring Trustee access to the data room
     documentation and all other information granted to potential purchasers in the due diligence
     procedure. Mylan shall inform the Monitoring Trustee on possible purchasers, submit lists of
     potential purchasers at each stage of the selection process, including the offers made by
     potential purchasers at those stages, and keep the Monitoring Trustee informed of all
     developments in the divestiture process.
(35) Mylan shall grant or procure Affiliated Undertakings to grant comprehensive powers of
     attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary
     agreements), the Divestment Closing and all actions and declarations which the Divestiture
     Trustee considers necessary or appropriate to achieve the sale and the Divestment Closing,
     including the appointment of advisors to assist with the sale process. Upon request of the
     Divestiture Trustee, Mylan shall cause the documents required for effecting the sale and the
     Divestment Closing to be duly executed.
(36) Mylan shall indemnify the Trustee and its employees and agents (each an "Indemnified
     Party") and hold each Indemnified Party harmless against, and hereby agrees that an
     Indemnified Party shall have no liability to Mylan for, any liabilities arising out of the
     performance of the Trustee’s duties under these Commitments, except to the extent that such
     liabilities result from the wilful default, recklessness, gross negligence or bad faith of the
     Trustee, its employees, agents or advisors.
(37) At the expense of Mylan, the Trustee may appoint advisors (in particular for corporate
     finance or legal advice), subject to Mylan's approval (this approval not to be unreasonably
     withheld or delayed) if the Trustee considers the appointment of such advisors necessary or
     appropriate for the performance of its duties and obligations under the Trustee mandate,
     provided that any fees and other expenses incurred by the Trustee are reasonable. Should
     Mylan refuse to approve the advisors proposed by the Trustee the Commission may approve
     the appointment of such advisors instead, after having heard Mylan. Only the Trustee shall
     be entitled to issue instructions to the advisors. Paragraph 35 of these Commitments shall
     apply mutatis mutandis. In the Trustee Divestiture Period, the Divestiture Trustee may use
     advisors who served Mylan during the Divestiture Period if the Divestiture Trustee considers
     this in the best interest of an expedient sale.
(38) Mylan agrees that the Commission may share Confidential Information proprietary to Mylan
     with the Trustee. The Trustee shall not disclose such information and the principles
     contained in Article 17(1) and (2) of the Merger Regulation apply mutatis mutandis.
(39) Mylan agrees that the contact details of the Monitoring Trustee are published on the website
     of the Commission's Directorate-General for Competition and they shall inform interested
     third parties, in particular any potential purchasers, of the identity and the tasks of the
     Monitoring Trustee.
(40) For a period of 10 years from the Effective Date the Commission may request all
     information from the Parties that is reasonably necessary to monitor the effective
     implementation of these Commitments.
                                                     17
 ---pagebreak---       IV.      Replacement, discharge and reappointment of the Trustee
(41)  If the Trustee ceases to perform its functions under the Commitments or for any other good
      cause, including the exposure of the Trustee to a Conflict of Interest:
      (a)       the Commission may, after hearing the Trustee and Mylan, require Mylan to
                replace the Trustee; or
      (b)       Mylan may, with the prior approval of the Commission, replace the Trustee.
(42)  If the Trustee is removed according to paragraph 40 of these Commitments, the Trustee may
      be required to continue in its function until a new Trustee is in place to whom the Trustee
      has effected a full hand over of all relevant information. The new Trustee shall be appointed
      in accordance with the procedure referred to in paragraphs 19-26 of these Commitments.
(43)  Unless removed according to paragraph 40 of these Commitments, the Trustee shall cease to
      act as Trustee only after the Commission has discharged it from its duties after all the
      Commitments with which the Trustee has been entrusted have been implemented. However,
      the Commission may at any time require the reappointment of the Monitoring Trustee if it
      subsequently appears that the relevant remedies might not have been fully and properly
      implemented.
SECTION F – THE REVIEW CLAUSE
(44)  The Commission may extend the time periods foreseen in these Commitments in response to
      a request from Mylan or, in appropriate cases, on its own initiative. Where Mylan requests
      an extension of a time period, it shall submit a reasoned request to the Commission no later
      than one month before the expiry of that period, showing good cause. This request shall be
      accompanied by a report from the Monitoring Trustee, who shall, at the same time send a
      non-confidential copy of the report to Mylan. Only in exceptional circumstances shall Mylan
      be entitled to request an extension within the last month of any period.
(45)  The Commission may further, in response to a reasoned request from the Parties showing
      good cause waive, modify or substitute, in exceptional circumstances, one or more of the
      undertakings in these Commitments. This request shall be accompanied by a report from the
      Monitoring Trustee, who shall, at the same time send a non-confidential copy of the report
      to Mylan. The request shall not have the effect of suspending the application of the
      undertaking and, in particular, of suspending the expiry of any time period in which the
      undertaking has to be complied with.
                                                     18
 ---pagebreak--- SECTION G – ENTRY INTO FORCE
(46)  The Commitments shall take effect upon the date of adoption of the Decision.
      …………………………………….
      duly authorized for and on behalf of Mylan
      …………………………………….
      duly authorized for and on behalf of Upjohn
                                                  19
 ---pagebreak--- PRODUCT: MYLAN'S EPLERENONE PRODUCTS
Territory: Belgium
(1)      The Divestment Business consists of Mylan's rights, title and interests in eplerenone in
         Belgium (currently marketed under the name Eplerenone Mylan) including the right to
         develop, manufacture and use eplerenone with a view to its sale and marketing in any form
         in Belgium. Eplerenone is no longer under exclusivity and is used to treat hypertension and
         specific types of heart failure.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing eplerenone in Belgium. It includes in particular:
         (a)        the sale of existing eplerenone finished product inventory, sales and promotional
                    material in Belgium to the extent available;
         (b)        all eplerenone-related contracts, commitments, and customer records, meaning
                    customer credit records, customer invoices, purchase orders and contact details,
                    whilst only the information related to eplerenone in Belgium specifically will be
                    provided; 7
         (c)        the transfer of the marketing authorization for eplerenone in Belgium including all
                    relevant dossiers, as well as the information contained in the relevant full
                    registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan; and
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in Belgium.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".8
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of eplerenone in Belgium, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of eplerenone in
         Belgium.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding eplerenone in Belgium with contract manufacturer […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the supply agreement it has in place concerning
         the Divestment Business, subject to the consent of the third party ([…]).
7   Mylan will include all customer lists and records since 2014 in the Divestment Business.
8   For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          20
 ---pagebreak--- (5)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(6)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to eplerenone after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Belgium for
                   eplerenone;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;9 and
        (g)        monies owed to the Parties by customers for the purchase of eplerenone, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   eplerenone.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                  *****
PRODUCT: MYLAN'S LATANOPROST PRODUCTS
Territory: Belgium
(1)     The Divestment Business consists of Mylan's rights, title and interests in latanoprost in
9   With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           21
 ---pagebreak---          Belgium (currently marketed under the name Latanotears) including the right to develop,
         manufacture and use latanoprost with a view to its sale and marketing in any form in
         Belgium. Latanoprost is no longer under exclusivity and is used to reduce inter ocular
         pressure in patients with various types of glaucoma and ocular hypertension.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing latanoprost in Belgium. It includes in particular:
         (a)        the sale of existing latanoprost finished product inventory, sales and promotional
                    material in Belgium to the extent available;
         (b)        all latanoprost-related contracts, commitments, and customer records, meaning
                    customer credit records, customer invoices, purchase orders and contact details,
                    whilst only the information related to latanoprost in Belgium specifically will be
                    provided;10
         (c)        the transfer of the marketing authorization for latanoprost in Belgium including all
                    relevant dossiers, as well as the information contained in the relevant full
                    registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan;
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in; and
         (e)        Full transfer of the national trademark related to latanoprost in Belgium or, in case
                    of a wider than national specific latanoprost trademark, an irrevocable, assignable,
                    sub-licensable, perpetual and royalty free license to use the trademark for the
                    Divestment Business.
         The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
         of the Divestment Business".11
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost in Belgium, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of latanoprost in
         Belgium.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost in Belgium with contract manufacturer […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the supply agreement it has in place concerning
         the Divestment Business, subject to the consent of the third party. In the event that consent
         for the assignment cannot be obtained, at the option of the Purchaser Mylan commits to offer
         a back-to-back arrangement for the supply of the product to the Purchaser for the duration of
         the relevant third party contract and, in any case, for no longer than three years.
10  Mylan will include all customer lists and records since 2014 in the Divestment Business.
11  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          22
 ---pagebreak--- (5)     Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
        if applicable, regarding latanoprost in Belgium with licensor […] to the Purchaser in
        accordance with applicable law. Mylan commits to make its best efforts to facilitate the
        assignment to the Purchaser of the license agreements it has in place concerning the
        Divestment Business, subject to the consent of the third party.
(6)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(7)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to latanoprost after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Belgium for
                   latanoprost;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;12 and
        (g)        monies owed to the Parties by customers for the purchase of latanoprost, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   latanoprost.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
12  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           23
 ---pagebreak--- PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS
Territory: Belgium
(1)      The Divestment Business consists of Mylan's rights, title and interests in latanoprost/timolol
         in Belgium (currently marketed under the name Timolatears) including the right to develop,
         manufacture and use latanoprost/timolol with a view to its sale and marketing in any form in
         Belgium. Latanoprost/timolol is no longer under exclusivity and is used to reduce inter
         ocular pressure in patients with various types of glaucoma and ocular hypertension.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing latanoprost/timolol in Belgium. It includes in particular:
         (a)       the sale of existing latanoprost/timolol finished product inventory, sales and
                   promotional material in Belgium to the extent available;
         (b)       all latanoprost/timolol-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to latanoprost/timolol in Belgium
                   specifically will be provided;13
         (c)       the transfer of the marketing authorization for latanoprost/timolol in Belgium
                   including all relevant dossiers, as well as the information contained in the relevant
                   full registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan;
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Belgium;
                   and
         (e)       Full transfer of the national trademark related to latanoprost/timolol in Belgium or,
                   in case of a wider than national specific latanoprost/timolol trademark, an
                   irrevocable, assignable, sub-licensable, perpetual and royalty free license to use the
                   trademark for the Divestment Business.
         The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
         of the Divestment Business".14
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost/timolol in Belgium, Mylan shall have the right to
         retain the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         latanoprost/timolol in Belgium.
13  Mylan will include all customer lists and records since 2014 in the Divestment Business.
14  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          24
 ---pagebreak--- (4)     Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
        if applicable, regarding latanoprost/timolol in Belgium with contract manufacturers […] to
        the Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
        facilitate the assignment to the Purchaser of the supply agreements it has in place concerning
        the Divestment Business, subject to the consent of the third party. In the event that consent
        for the assignment cannot be obtained, at the option of the Purchaser Mylan commits to offer
        a back-to-back arrangement for the supply of the product to the Purchaser for the duration of
        the relevant third party contract and, in any case, for no longer than three years.
(5)     Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
        if applicable, regarding latanoprost/timolol in Belgium with licensor […] to the Purchaser in
        accordance with applicable law. Mylan commits to make its best efforts to facilitate the
        assignment to the Purchaser of the license and supply agreements it has in place concerning
        the Divestment Business, subject to the consent of the third party.
(6)     Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
        if applicable, regarding latanoprost/timolol in Belgium with licensor […] to the Purchaser in
        accordance with applicable law. Mylan commits to make its best efforts to facilitate the
        assignment to the Purchaser of the supply agreements it has in place concerning the
        Divestment Business, subject to the consent of the third party.
(7)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(8)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(9)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to latanoprost/timolol after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Belgium for
                   latanoprost/timolol;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;15 and
15  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           25
 ---pagebreak---          (g)        monies owed to the Parties by customers for the purchase of latanoprost/timolol,
                    and monies owed by the Parties to suppliers for materials used in the production of
                    latanoprost/timolol.
(10)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
         which is both used (exclusively or not) in the Divestment Business and necessary for the
         continued viability and competitiveness of the Divestment Business, that asset or personnel
         or adequate substitute will be offered to the Purchaser.
                                                     *****
PRODUCT: MYLAN'S PREGABALIN PRODUCTS
Territory: Belgium
(1)      The Divestment Business consists of Mylan's rights, title and interests in pregabalin in
         Belgium (currently marketed under the name Pregabalin Mylan) including the right to
         develop, manufacture and use pregabalin with a view to its sale and marketing in any form
         in Belgium. Pregabalin is no longer under exclusivity and is indicated and primarily used for
         peripheral and central neuropathic pain, but is also used as an ‘add-on' to existing treatment
         in patients who have partial seizures that cannot be controlled with their current treatment.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing pregabalin in Belgium. It includes in particular:
         (a)        the sale of existing pregabalin finished product inventory, sales and promotional
                    material in Belgium to the extent available;
         (b)        all pregabalin-related contracts, commitments, and customer records, meaning
                    customer credit records, customer invoices, purchase orders and contact details,
                    whilst only the information related to pregabalin in Belgium specifically will be
                    provided;16
         (c)        access to Mylan’s dossier for pregabalin in order for the Purchaser to obtain its
                    own marketing authorization for pregabalin;17
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in Belgium.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".18
16  Mylan will include all customer lists and records since 2014 in the Divestment Business.
17  Mylan’s marketing authorization for pregabalin was obtained via the centralized procedure and therefore
    cannot be transferred only as it relates to one country to the Purchaser (see explanation in the Form RM).
18  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                            26
 ---pagebreak--- (3) If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
    exclusively or predominantly related to, and not exclusively used in respect of, the
    manufacture, use and sale of pregabalin in Belgium, Mylan shall have the right to retain the
    ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
    and perpetual right to use such asset for the manufacture, use and sale of pregabalin in
    Belgium.
(4) Pending the Purchaser applying for its own marketing authorizations for the Divestment
    Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
    Business for a period of up to two years and will, during this period, support the Purchaser
    in applying for its own marketing authorizations. During this two-year period, Mylan shall
    enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
    existing forms of the product in Belgium.
(5) At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
    manufacturing and/or supply agreement relating to the existing forms of the product in
    Belgium for an additional year after the two-year period noted above (i.e., up to three years
    in total). Such transitory arrangement shall include appropriate provisions designed to ensure
    the continued supply by Mylan to the Purchaser. It shall not contain provisions requiring the
    delivery of minimum supply volumes or batches.
(6) Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
    if applicable, regarding pregabalin in Belgium with […] for the packaging of the product to
    the Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
    facilitate the assignment to the Purchaser of the agreement it has in place concerning the
    Divestment Business, subject to the consent of the third party. In the event that consent for
    the assignment cannot be obtained, at the option of the Purchaser Mylan commits to offer a
    back-to-back arrangement for the supply of the product to the Purchaser for the duration of
    the relevant third party contract and, in any case, for no longer than three years.
(7) At the option of the Purchaser, Mylan commits to make its best efforts to cooperate with the
    Purchaser to effectuate the transfer of the Divestment Business and to undertake all
    regulatory changes that would be required as a result of such transfer. Until transfer of the
    Divestment Business, Mylan will bear the costs for updates to maintain the current
    registration of the dossier of the Divestment Business. In addition, Mylan will bear the
    dossier preparation and regulatory filing costs for all the updates of the dossier triggered by
    the transfer of the Divestment Business to the Purchaser.
(8) The Purchaser will be given an option (to be exercised within one year after the Divestment
    Closing) to hire one or more Personnel, subject to applicable local employment legislation,
    who would be considered necessary to maintain the viability, marketability and
    competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(9) The Divestment Business shall not include:
    (a)        any manufacturing facility;
    (b)        raw materials;
    (c)        any research and development, clinical data and studies or intellectual property
               relating to pregabalin after Divestment Closing;
    (d)        all marketing authorizations currently held by the Parties for pregabalin;
                                                   27
 ---pagebreak---         (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;19 and
        (g)        monies owed to the Parties by customers for the purchase of pregabalin, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   pregabalin.
(10)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S VENLAFAXINE PRODUCTS
Territory: Belgium
(1)     The Divestment Business consists of Mylan's rights, title and interests in venlafaxine in
        Belgium (currently marketed under the name Venlafaxine Mylan) including the right to
        develop, manufacture and use venlafaxine with a view to its sale and marketing in any form
        in Belgium. Venlafaxine is no longer under exclusivity and is used to treat depression and
        anxiety disorders.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing venlafaxine in Belgium. It includes in particular:
        (a)        the sale of existing venlafaxine finished product inventory, sales and promotional
                   material in Belgium (to the extent available);
        (b)        all venlafaxine-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to venlafaxine in Belgium specifically will be
                   provided;20
        (c)        the transfer of the marketing authorizations for venlafaxine in Belgium including
                   all relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Belgium;
19  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
20  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           28
 ---pagebreak---          The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".21
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of venlafaxine in Belgium, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of venlafaxine in
         Belgium.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding venlafaxine in Belgium with contract manufacturer […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the supply agreement it has in place concerning
         the Divestment Business, subject to the consent of the third party. In the event that consent
         for the assignment cannot be obtained, at the option of the Purchaser Mylan commits to offer
         a back-to-back arrangement for the supply of the product to the Purchaser for the duration of
         the relevant third party contract and, in any case, for no longer than three years.
(5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive packaging
         agreement relating to the existing forms of the product in Belgium for up to three years,
         which period may be extended by one year, and an additional year thereafter, upon request
         by the Purchaser and subject to the approval of the Monitoring Trustee on the basis that such
         extension is necessary for the Purchaser to continue commercializing the Divestment
         Business. Such transitory arrangement shall include appropriate provisions designed to
         ensure the continued supply by Mylan to the Purchaser. It shall not contain provisions
         requiring the delivery of minimum supply volumes or batches.
(6)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(7)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)      The Divestment Business shall not include:
         (a)        any manufacturing facility;
         (b)        raw materials;
         (c)        any research and development, clinical data and studies or intellectual property
                    relating to venlafaxine after Divestment Closing;
21  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favour of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         29
 ---pagebreak---         (d)        all marketing authorizations currently held by the Parties outside of Belgium for
                   venlafaxine;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;22 and
        (g)        monies owed to the Parties by customers for the purchase of venlafaxine, monies
                   owed by the Parties to suppliers for materials used in the production of
                   venlafaxine.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                  *****
PRODUCT: MYLAN'S DOXAZOSIN PRODUCTS
Territory: the Czech Republic
(1)     The Divestment Business consists of Mylan's rights, title and interests in doxazosin in the
        Czech Republic (currently marketed under the name Doxazosin Mylan) including the right
        to develop, manufacture and use doxazosin with a view to its sale and marketing in any form
        in the Czech Republic. Doxazosin is no longer under exclusivity and is used as an anti-
        hypertensive and as a treatment for benign prostatic hyperplasia (BPH).
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing doxazosin in the Czech Republic. It includes in
        particular:
        (a)        the sale of existing doxazosin finished product inventory, sales and promotional
                   material in the Czech Republic to the extent available;
        (b)        all doxazosin-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to doxazosin in the Czech Republic specifically
                   will be provided;23
        (c)        the transfer of the marketing authorization for doxazosin in the Czech Republic
                   including all relevant dossiers, as well as the information contained in the relevant
                   full registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
22  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
23  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           30
 ---pagebreak---                    manufacture, use of the Divestment Business with a view to its sale in the Czech
                   Republic.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".24
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of doxazosin in the Czech Republic, Mylan shall have the right to
         retain the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         doxazosin in the Czech Republic.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding doxazosin in the Czech Republic with licensor and contract
         manufacturer […] to the Purchaser in accordance with applicable law. Mylan commits to
         make its best efforts to facilitate the assignment to the Purchaser of the license and supply
         agreements it has in place concerning the Divestment Business, subject to the consent of the
         third party. In the event that consent for the assignment cannot be obtained, at the option of
         the Purchaser Mylan commits to offer a back-to-back arrangement for the supply of the
         product to the Purchaser for the duration of the relevant third party contract and, in any case,
         for no longer than three years.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(6)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)      The Divestment Business shall not include:
         (a)       any manufacturing facility;
         (b)       raw materials;
         (c)       any research and development, clinical data and studies or intellectual property
                   relating to doxazosin after Divestment Closing;
         (d)       all marketing authorizations currently held by the Parties outside of the Czech
                   Republic for doxazosin;
         (e)       any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
24  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         31
 ---pagebreak---         (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;25 and
        (g)        monies owed to the Parties by customers for the purchase of doxazosin, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   doxazosin.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                      *****
PRODUCT: MYLAN'S PREGABALIN PRODUCTS
Territory: Czech Republic
(1)     The Divestment Business consists of Mylan's rights, title and interests in pregabalin in the
        Czech Republic (currently marketed under the name Pregabalin Mylan) including the right
        to develop, manufacture and use pregabalin with a view to its sale and marketing in any
        form in the Czech Republic. Pregabalin is no longer under exclusivity and is indicated and
        primarily used for peripheral and central neuropathic pain, but is also used as an ‘add-on' to
        existing treatment in patients who have partial seizures that cannot be controlled with their
        current treatment.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing pregabalin in the Czech Republic. It includes in
        particular:
        (a)        the sale of existing pregabalin finished product inventory, sales and promotional
                   material in the Czech Republic to the extent available;
        (b)        all pregabalin-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to pregabalin in the Czech Republic specifically
                   will be provided;26
        (c)        access to Mylan’s dossier for pregabalin in order for the Purchaser to obtain its
                   own marketing authorization for pregabalin;27 and
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in the Czech
                   Republic.
25  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
26  Mylan will include all customer lists and records since 2014 in the Divestment Business.
27  Mylan’s marketing authorization for pregabalin was obtained via the centralized procedure and therefore
    cannot be transferred only as it relates to one country to the Purchaser (see explanation in the Form RM).
                                                            32
 ---pagebreak---          The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".28
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of pregabalin in the Czech Republic, Mylan shall have the right to
         retain the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         pregabalin in the Czech Republic.
(4)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
         Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
         Business for a period of up to two years and will, during this period, support the Purchaser
         in applying for its own marketing authorizations. During this two-year period, Mylan shall
         enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
         existing forms of the product in the Czech Republic.
(5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in the
         Czech Republic for an additional year after the two-year period noted above (i.e., up to three
         years in total). This period may be further extended by one year, and an additional year
         thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(6)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding pregabalin in the Czech Republic with […] for the packaging of the
         product to the Purchaser in accordance with applicable law. Mylan commits to make its best
         efforts to facilitate the assignment to the Purchaser of the agreement it has in place
         concerning the Divestment Business, subject to the consent of the third party. In the event
         that consent for the assignment cannot be obtained, at the option of the Purchaser Mylan
         commits to offer a back-to-back arrangement for the supply of the product to the Purchaser
         for the duration of the relevant third party contract and, in any case, for no longer than three
         years.
(7)      At the option of the Purchaser, Mylan commits to make its best efforts to cooperate with the
         Purchaser to effectuate the transfer of the Divestment Business and to undertake all
         regulatory changes that would be required as a result of such transfer. Until transfer of the
         Divestment Business, Mylan will bear the costs for updates to maintain the current
         registration of the dossier of the Divestment Business.
(8)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
28  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         33
 ---pagebreak--- (9)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to pregabalin after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties for pregabalin;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;29 and
        (g)        monies owed to the Parties by customers for the purchase of pregabalin, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   pregabalin.
(10)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S ZIPRASIDONE PRODUCTS
Territory: the Czech Republic
(1)     The Divestment Business consists of Mylan's rights, title and interests in ziprasidone in the
        Czech Republic (currently marketed under the name Ziprasidone Mylan) including the right
        to develop, manufacture and use ziprasidone with a view to its sale and marketing in any
        form in the Czech Republic. Ziprasidone is no longer under exclusivity and is used to treat
        schizophrenia and (paediatric) mania.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing ziprasidone in the Czech Republic. It includes in
        particular:
        (a)        the sale of existing ziprasidone finished product inventory, sales and promotional
                   material in the Czech Republic to the extent available;
        (b)        all ziprasidone-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to ziprasidone in the Czech Republic
                   specifically will be provided;30
29  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
30  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           34
 ---pagebreak---          (c)        the transfer of the marketing authorization for ziprasidone in the Czech Republic
                    including all relevant dossiers, as well as the information contained in the relevant
                    full registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan; and
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in the Czech
                    Republic.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".31
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of ziprasidone in the Czech Republic, Mylan shall have the right
         to retain the ownership of such asset and shall grant to the Purchaser at no additional charge
         an exclusive and perpetual right to use such asset for the manufacture, use and sale of
         ziprasidone in the Czech Republic.
(4)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in the
         Czech Republic for up to three years, which period may be extended by one year, and an
         additional year thereafter, upon request by the Purchaser and subject to the approval of the
         Monitoring Trustee on the basis that such extension is necessary for the Purchaser to
         continue commercializing the Divestment Business. Such transitory arrangement shall
         include appropriate provisions designed to ensure the continued supply by Mylan to the
         Purchaser. It shall not contain provisions requiring the delivery of minimum supply volumes
         or batches.
(5)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding ziprasidone in the Czech Republic with […] for the packaging of the
         products to the Purchaser in accordance with applicable law. Mylan commits to make its
         best efforts to facilitate the assignment to the Purchaser of the packaging agreement it has in
         place concerning the Divestment Business, subject to the consent of the respective parties. In
         the event that consent for the assignment cannot be obtained, at the option of the Purchaser
         Mylan commits to offer a back-to-back arrangement for the supply of the product to the
         Purchaser for the duration of the relevant third party contract and, in any case, for no longer
         than three years.
(6)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
31  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         35
 ---pagebreak--- (7)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to ziprasidone after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of the Czech
                   Republic for ziprasidone;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;32 and
        (g)        monies owed to the Parties by customers for the purchase of ziprasidone, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   ziprasidone.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS
Territory: Denmark
(1)     The Divestment Business consists of Mylan's rights, title and interests in eletriptan in
        Denmark (currently marketed under the name Eletriptan Mylan) including the right to
        develop, manufacture and use eletriptan with a view to its sale and marketing in any form in
        Denmark. Eletriptan is no longer under exclusivity and is used for the acute treatment of the
        headache phase of migraine attacks, with or without aura.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing eletriptan in Denmark. It includes in particular:
        (a)        the sale of existing eletriptan finished product inventory, sales and promotional
                   material in Denmark to the extent available;
32  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           36
 ---pagebreak---          (b)       all eletriptan-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to eletriptan in Denmark specifically will be
                   provided;33
         (c)       the transfer of the marketing authorization for eletriptan in Denmark including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Denmark.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".34
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of eletriptan in Denmark, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of eletriptan in
         Denmark.
(4)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Denmark for up to three years, which period may be extended by one year, and an additional
         year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(6)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
33  Mylan will include all customer lists and records since 2014 in the Divestment Business.
34  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          37
 ---pagebreak--- (7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to eletriptan after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Denmark for
                   eletriptan;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;35 and
        (g)        monies owed to the Parties by customers for the purchase of eletriptan, and monies
                   owed by the Parties to suppliers for materials used in the production of eletriptan.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS
Territory: Estonia
(1)     The Divestment Business consists of Mylan's rights, title and interests in sildenafil in
        Estonia (currently marketed under the name Mysildecard) including the right to develop,
        manufacture and use sildenafil (PAH) with a view to its sale and marketing in any form in
        Estonia, only for the pulmonary arterial hypertension (PAH) indication. Sildenafil (PAH) is
        no longer under exclusivity.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing sildenafil (PAH) in Estonia. It includes in particular:
        (a)        the sale of existing sildenafil (PAH) finished product inventory, sales and
                   promotional material in Estonia to the extent available;
        (b)        all sildenafil (PAH)-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to sildenafil (PAH) in Estonia
                   specifically will be provided;36
35  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
36  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           38
 ---pagebreak---            (c)       access to Mylan’s dossier for sildenafil (PAH) in order for the Purchaser to obtain
                     its own marketing authorization for sildenafil (PAH);37
           (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                     intellectual property rights, data books, records and effective arrangements for the
                     transfer of all know-how to the extent that these are related to the development,
                     manufacture, use of the Divestment Business with a view to its sale in Estonia; and
           (e)       Full transfer of the national trademark related to sildenafil (PAH) in Estonia or, in
                     case of a wider than national specific sildenafil (PAH) trademark, an irrevocable,
                     assignable, sub-licensable, perpetual and royalty free license to use the trademark
                     for the Divestment Business.
(f)        The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets of the
           Divestment Business".38
  (3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
           exclusively or predominantly related to, and not exclusively used in respect of, the
           manufacture, use and sale of sildenafil (PAH) in Estonia, Mylan shall have the right to retain
           the ownership of such asset and shall grant to the Purchaser at no additional charge an
           exclusive and perpetual right to use such asset for the manufacture, use and sale of sildenafil
           (PAH) in Estonia.
  (4)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
           Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
           Business for a period of up to two years and will, during this period, support the Purchaser
           in applying for its own marketing authorizations. During this two-year period, Mylan shall
           enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
           existing forms of the product in Estonia.
  (5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
           manufacturing and/or supply agreement relating to the existing forms of the product in
           Estonia for an additional year after the two-year period noted above (i.e., up to three years in
           total). This period may be further extended by one year, and an additional year thereafter,
           upon request by the Purchaser and subject to the approval of the Monitoring Trustee on the
           basis that such extension is necessary for the Purchaser to continue commercializing the
           Divestment Business. Such transitory arrangement shall include appropriate provisions
           designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
           provisions requiring the delivery of minimum supply volumes or batches.
  (6)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
           if applicable, with the Estonian Sick Fund to the Purchaser in accordance with applicable
           law. Mylan commits to make its best efforts to facilitate the assignment to the Purchaser of
           the price agreement it has in place concerning the Divestment Business, subject to the
           consent of the respective parties.
  (7)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
  37  Mylan’s marketing authorization for sildenafil (PAH) was obtained via the centralized procedure and
      therefore cannot be transferred only as it relates to one country to the Purchaser (see explanation in the
      Form RM).
  38  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
      (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
      including those as to development, manufacture, distribution, marketing and sale.
                                                            39
 ---pagebreak---         transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(8)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(9)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to sildenafil (PAH) after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties for sildenafil (PAH);
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;39 and
        (g)        monies owed to the Parties by customers for the purchase of sildenafil (PAH), and
                   monies owed by the Parties to suppliers for materials used in the production of
                   sildenafil (PAH).
(10)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS
Territory: Finland
(1)     The Divestment Business consists of Mylan's rights, title and interests in eletriptan in
        Finland (currently marketed under the name Eletriptan Mylan) including the right to
        develop, manufacture and use eletriptan with a view to its sale and marketing in any form in
        Finland. Eletriptan is no longer under exclusivity and is used for the acute treatment of the
        headache phase of migraine attacks, with or without aura.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
39  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           40
 ---pagebreak---          used for the purposes of marketing eletriptan in Finland. It includes in particular:
         (a)       the sale of existing eletriptan finished product inventory, sales and promotional
                   material in Finland to the extent available;
         (b)       all eletriptan-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to eletriptan in Finland specifically will be
                   provided;40
         (c)       the transfer of the marketing authorization for eletriptan in Finland including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Finland.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".41
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of eletriptan in Finland, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of eletriptan in
         Finland.
(4)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Finland for up to three years, which period may be extended by one year, and an additional
         year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(6)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
40  Mylan will include all customer lists and records since 2014 in the Divestment Business.
41  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          41
 ---pagebreak---         who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to eletriptan after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Finland for
                   eletriptan;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;42 and
        (g)        monies owed to the Parties by customers for the purchase of eletriptan, and monies
                   owed by the Parties to suppliers for materials used in the production of eletriptan.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S DOXAZOSIN PRODUCTS
Territory: France
(1)     The Divestment Business consists of Mylan's rights, title and interests in doxazosin in
        France (currently marketed under the name Doxazosin Mylan) including the right to
        develop, manufacture and use doxazosin with a view to its sale and marketing in any form in
        France. Doxazosin is no longer under exclusivity and is used as an anti-hypertensive and as
        a treatment for benign prostatic hyperplasia (BPH).
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing doxazosin in France. It includes in particular:
        (a)        the sale of existing doxazosin finished product inventory, sales and promotional
                   material in France to the extent available;
        (b)        all doxazosin-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
42  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           42
 ---pagebreak---                     whilst only the information related to doxazosin in France specifically will be
                    provided;43
         (c)        the transfer of the marketing authorization for doxazosin in France including all
                    relevant dossiers, as well as the information contained in the relevant full
                    registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan; and
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in France.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".44
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of doxazosin in France, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of doxazosin in
         France.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding doxazosin in France with licensor and contract manufacturer […] to
         the Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the license and supply agreements it has in place
         concerning the Divestment Business, subject to the consent of the respective parties. In the
         event that consent for the assignment cannot be obtained, at the option of the Purchaser
         Mylan commits to offer a back-to-back arrangement for the supply of the product to the
         Purchaser for the duration of the relevant third party contract and, in any case, for no longer
         than three years.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(6)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
43  Mylan will include all customer lists and records since 2014 in the Divestment Business.
44  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          43
 ---pagebreak--- (7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to doxazosin after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of France for
                   doxazosin;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;45 and
        (g)        monies owed to the Parties by customers for the purchase of doxazosin, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   doxazosin.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS
Territory: France
(1)     The Divestment Business consists of Mylan's rights, title and interests in eletriptan in France
        (currently marketed under the name Eletriptan Mylan) including the right to develop,
        manufacture and use eletriptan with a view to its sale and marketing in any form in France.
        Eletriptan is no longer under exclusivity and is used for the acute treatment of the headache
        phase of migraine attacks, with or without aura.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing eletriptan in France. It includes in particular:
        (a)        the sale of existing eletriptan finished product inventory, sales and promotional
                   material in France to the extent available;
        (b)        all eletriptan-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to eletriptan in France specifically will be
                   provided;46
45  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
46  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           44
 ---pagebreak---          (c)       the transfer of the marketing authorization for eletriptan in France including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in France.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".47
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of eletriptan in France, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of eletriptan in
         France.
(4)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         France for up to three years, which period may be extended by one year, and an additional
         year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(6)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)      The Divestment Business shall not include:
         (a)       any manufacturing facility;
         (b)       raw materials;
         (c)       any research and development, clinical data and studies or intellectual property
                   relating to eletriptan after Divestment Closing;
47  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         45
 ---pagebreak---         (d)        all marketing authorizations currently held by the Parties outside of France for
                   eletriptan;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                                        48
                   of its subsidiaries; and
        (g)        monies owed to the Parties by customers for the purchase of eletriptan, and monies
                   owed by the Parties to suppliers for materials used in the production of eletriptan.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS
Territory: France
(1)     The Divestment Business consists of Mylan's rights, title and interests in latanoprost/timolol
        in France (currently marketed under the name Latanoprost/timolol Mylan) including the
        right to develop, manufacture and use latanoprost/timolol with a view to its sale and
        marketing in any form in France. Latanoprost/timolol is no longer under exclusivity and is
        used to reduce inter ocular pressure in patients with various types of glaucoma and ocular
        hypertension.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing latanoprost/timolol in France. It includes in particular:
        (a)        the sale of existing latanoprost/timolol finished product inventory, sales and
                   promotional material in France to the extent available;
        (b)        all latanoprost/timolol-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to latanoprost/timolol in France
                   specifically will be provided;49
        (c)        the transfer of the marketing authorization for latanoprost/timolol in France
                   including all relevant dossiers, as well as the information contained in the relevant
                   full registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in France.
48  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
49  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           46
 ---pagebreak---          The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".50
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost/timolol in France, Mylan shall have the right to
         retain the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         latanoprost/timolol in France.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost/timolol in France with contract manufacturer […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the supply agreement it has in place concerning
         the Divestment Business, subject to the consent of the respective parties. In the event that
         consent for the assignment cannot be obtained, at the option of the Purchaser Mylan
         commits to offer a back-to-back arrangement for the supply of the product to the Purchaser
         for the duration of the relevant third party contract and, in any case, for no longer than three
         years.
(5)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost/timolol in France with licensor and supplier […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the license and supply agreement it has in place
         concerning the Divestment Business, subject to the consent of the third party.
(6)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(7)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)      The Divestment Business shall not include:
         (a)        any manufacturing facility;
         (b)        raw materials;
         (c)        any research and development, clinical data and studies or intellectual property
                    relating to latanoprost/timolol after Divestment Closing;
         (d)        all marketing authorizations currently held by the Parties outside of France for
                    latanoprost/timolol;
50  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         47
 ---pagebreak---         (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;51 and
        (g)        monies owed to the Parties by customers for the purchase of latanoprost/timolol,
                   and monies owed by the Parties to suppliers for materials used in the production of
                   latanoprost/timolol.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS
Territory: France
(1)     The Divestment Business consists of Mylan's rights, title and interests in sildenafil in France
        (currently marketed under the name Mysildecard) including the right to develop,
        manufacture and use sildenafil (PAH) with a view to its sale and marketing in any form in
        France, only for the pulmonary arterial hypertension (PAH) indication. Sildenafil (PAH) is
        no longer under exclusivity.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing sildenafil (PAH) in France. It includes in particular:
        (a)        the sale of existing sildenafil (PAH) finished product inventory, sales and
                   promotional material in France to the extent available;
        (b)        all sildenafil (PAH)-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to sildenafil (PAH) in France
                   specifically will be provided;52
        (c)        access to Mylan’s dossier for sildenafil (PAH) in order for the Purchaser to obtain
                   its own marketing authorization for sildenafil (PAH)53
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in France; and
51  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
52  Mylan will include all customer lists and records since 2014 in the Divestment Business.
53  Mylan’s marketing authorization for sildenafil (PAH) was obtained via the centralized procedure and
    therefore cannot be transferred only as it relates to one country to the Purchaser (see explanation in the
    Form RM).
                                                           48
 ---pagebreak---          (e)       Full transfer of the national trademark related to sildenafil (PAH) in France or, in
                   case of a wider than national specific sildenafil (PAH) trademark, an irrevocable,
                   assignable, sub-licensable, perpetual and royalty free license to use the trademark
                   for the Divestment Business.
         The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
         of the Divestment Business".54
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of sildenafil (PAH) in France, Mylan shall have the right to retain
         the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of sildenafil
         (PAH) in France.
(4)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
         Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
         Business for a period of up to two years and will, during this period, support the Purchaser
         in applying for its own marketing authorizations. During this two-year period, Mylan shall
         enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
         existing forms of the product in France.
(5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         France for an additional year after the two-year period noted above (i.e., up to three years in
         total). This period may be further extended by one year, and an additional year thereafter,
         upon request by the Purchaser and subject to the approval of the Monitoring Trustee on the
         basis that such extension is necessary for the Purchaser to continue commercializing the
         Divestment Business. Such transitory arrangement shall include appropriate provisions
         designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
         provisions requiring the delivery of minimum supply volumes or batches.
(6)      In relation to the existing tender contracts, Mylan will transfer all historical information
         (orders; price; etc.) concerning its relationship with the […] to which Mylan is selling its
         sildenafil (PAH) products through tenders. Mylan commits to make its best efforts to
         support the Purchaser to obtain the […] consent for the transfer the tender contracts.
(7)      Mylan commits to continue its participation in tenders for the Divestment Business up until
         Divestment Closing. If Mylan were to win any tenders pertaining to sildenafil (PAH) before
         Divestment Closing, Mylan commits to make its best efforts to facilitate the assignment of
         the relationship or the contract in line with the provisions contained in this Schedule
         concerning existing tender contracts.
(8)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
54  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         49
 ---pagebreak--- (9)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(10)    The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to sildenafil (PAH) after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties for sildenafil (PAH);
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;55 and
        (g)        monies owed to the Parties by customers for the purchase of sildenafil (PAH), and
                   monies owed by the Parties to suppliers for materials used in the production of
                   sildenafil (PAH).
(11)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S TADALAFIL (PAH) PRODUCTS
Territory: France
(1)     The Divestment Business consists of Mylan's rights, title and interests in tadalafil (PAH) in
        France (currently marketed under the name Talmanco) including the right to develop,
        manufacture and use tadalafil (PAH) with a view to its sale and marketing in any form in
        France. Tadalafil (PAH) is no longer under exclusivity and is used to treat pulmonary
        arterial hypertension (PAH).
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing tadalafil (PAH) in France. It includes in particular:
        (a)        the sale of existing tadalafil (PAH) finished product inventory, sales and
                   promotional material in France to the extent available;
        (b)        all tadalafil (PAH)-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
55  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           50
 ---pagebreak---                     whilst only the information related to tadalafil (PAH) in France specifically will be
                    provided;56
         (c)        access to Mylan’s dossier for tadalafil (PAH) in order for the Purchaser to obtain
                    its own marketing authorization for tadalafil (PAH);57
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in France; and
         (e)        Full transfer of the national trademark related to tadalafil (PAH) in France or, in
                    case of a wider than national specific tadalafil (PAH) trademark, an irrevocable,
                    assignable, sub-licensable, perpetual and royalty free license to use the trademark
                    for the Divestment Business.
         The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
         of the Divestment Business".58
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of tadalafil (PAH) in France, Mylan shall have the right to retain
         the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of tadalafil
         (PAH) in France.
(4)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
         Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
         Business for a period of up to two years and will, during this period, support the Purchaser
         in applying for its own marketing authorizations. During this two-year period, Mylan shall
         enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
         existing forms of the product in France.
(5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         France for an additional year after the two-year period noted above (i.e., up to three years in
         total). This period may be further extended by one year, and an additional year thereafter,
         upon request by the Purchaser and subject to the approval of the Monitoring Trustee on the
         basis that such extension is necessary for the Purchaser to continue commercializing the
         Divestment Business. Such transitory arrangement shall include appropriate provisions
         designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
         provisions requiring the delivery of minimum supply volumes or batches.
(6)      In relation to the existing tender contracts, Mylan will transfer all historical information
         (orders; price; etc.) concerning its relationship with the […] to which Mylan is selling its
         tadalafil (PAH) products through tenders. Mylan commits to make its best efforts to support
56  Mylan will include all customer lists and records since 2014 in the Divestment Business.
57  Mylan’s marketing authorization for tadalafil (PAH) was obtained via the centralized procedure and
    therefore cannot be transferred only as it relates to one country to the Purchaser (see explanation in the
    Form RM).
58  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          51
 ---pagebreak---         the Purchaser to obtain the […] consent for the transfer the tender contracts.
(7)     Mylan commits to continue its participation in tenders for the Divestment Business up until
        Divestment Closing. If Mylan were to win any tenders pertaining to tadalafil (PAH) before
        Divestment Closing, Mylan commits to make its best efforts to facilitate the assignment of
        the relationship or the contract in line with the provisions contained in this Schedule
        concerning existing tender contracts.
(8)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(9)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(10)    The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to tadalafil (PAH) after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties for tadalafil (PAH);
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;59 and
        (g)        monies owed to the Parties by customers for the purchase of tadalafil (PAH), and
                   monies owed by the Parties to suppliers for materials used in the production of
                   tadalafil (PAH).
(11)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
59  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           52
 ---pagebreak--- PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS
Territory: Greece
(1)      The Divestment Business consists of Mylan's rights, title and interests in alprazolam in
         Greece (currently marketed under the name Alprazolam Mylan) including the right to
         develop, manufacture and use alprazolam with a view to its sale and marketing in any form
         in Greece. Alprazolam is no longer under exclusivity and is used to treat anxiety or panic
         disorders.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing alprazolam in Greece. It includes in particular:
         (a)       the sale of existing alprazolam finished product inventory, sales and promotional
                   material in Greece to the extent available;
         (b)       all alprazolam-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to alprazolam in Greece specifically will be
                   provided;60
         (c)       the transfer of the marketing authorization for alprazolam in Greece including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Greece.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".61
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of alprazolam in Greece, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of alprazolam in
         Greece.
(4)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Greece for up to three years, which period may be extended by one year, and an additional
         year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
60  Mylan will include all customer lists and records since 2014 in the Divestment Business.
61  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          53
 ---pagebreak--- (5)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(6)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to alprazolam after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Greece for
                   alprazolam;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;62 and
        (g)        monies owed to the Parties by customers for the purchase of alprazolam, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   alprazolam.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S EPLERENONE PRODUCTS
Territory: Hungary
(1)     The Divestment Business consists of Mylan's rights, title and interests in eplerenone in
        Hungary (currently marketed under the name Eplerenone Mylan) including the right to
        develop, manufacture and use eplerenone with a view to its sale and marketing in any form
        in Hungary. Eplerenone is no longer under exclusivity and is used to treat hypertension and
        specific types of heart failure.
62  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           54
 ---pagebreak--- (2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing eplerenone in Hungary. It includes in particular:
         (a)        the sale of existing eplerenone finished product inventory, sales and promotional
                    material in Hungary to the extent available;
         (b)        all eplerenone-related contracts, commitments, and customer records, meaning
                    customer credit records, customer invoices, purchase orders and contact details,
                    whilst only the information related to eplerenone in Hungary specifically will be
                    provided; 63
         (c)        the transfer of the marketing authorization for eplerenone in Hungary including all
                    relevant dossiers, as well as the information contained in the relevant full
                    registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan; and
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in Hungary.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".64
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of eplerenone in Hungary, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of eplerenone in
         Hungary.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding eplerenone in Hungary with contract manufacturer […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the supply agreement it has in place concerning
         the Divestment Business, subject to the consent of the third party ([…]). In the event that
         consent for the assignment cannot be obtained, at the option of the Purchaser Mylan
         commits to offer a back-to-back arrangement for the supply of the product to the Purchaser
         for the duration of the relevant third party contract and, in any case, for no longer than three
         years.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
63  Mylan will include all customer lists and records since 2014 in the Divestment Business.
64  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          55
 ---pagebreak--- (6)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to eplerenone after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Hungary for
                   eplerenone;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;65 and
        (g)        monies owed to the Parties by customers for the purchase of eplerenone, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   eplerenone.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                  *****
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS
Territory: Iceland
(1)     The Divestment Business consists of Mylan's rights, title and interests in alprazolam in
        Iceland (currently marketed under the name Alprazolam Mylan) including the right to
        develop, manufacture and use alprazolam with a view to its sale and marketing in any form
        in Iceland. Alprazolam is no longer under exclusivity and is used to treat anxiety or panic
        disorders.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing alprazolam in Iceland. It includes in particular:
        (a)        the sale of existing alprazolam finished product inventory, sales and promotional
                   material in Iceland to the extent available;
        (b)        all alprazolam-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
65  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           56
 ---pagebreak---                    whilst only the information related to alprazolam in Iceland specifically will be
                   provided;66
         (c)       the transfer of the marketing authorization for alprazolam in Iceland including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Iceland.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".67
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of alprazolam in Iceland, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of alprazolam in
         Iceland.
(4)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Iceland for up to three years, which period may be extended by one year, and an additional
         year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(6)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)      The Divestment Business shall not include:
         (a)       any manufacturing facility;
66  Mylan will include all customer lists and records since 2014 in the Divestment Business.
67  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          57
 ---pagebreak---         (b)         raw materials;
        (c)         any research and development, clinical data and studies or intellectual property
                    relating to alprazolam after Divestment Closing;
        (d)         all marketing authorizations currently held by the Parties outside of Iceland for
                    alprazolam;
        (e)         any other asset not part of the Divestment Business or which is used in relation to a
                    business of the Parties other than the Divestment Business;
        (f)         the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                    of its subsidiaries;68 and
        (g)         monies owed to the Parties by customers for the purchase of alprazolam, and
                    monies owed by the Parties to suppliers for materials used in the production of
                    alprazolam.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS
Territory: Ireland
(1)     The Divestment Business consists of Mylan's rights, title and interests in alprazolam in
        Ireland (currently marketed under the name Gerax69 Mylan) including the right to develop,
        manufacture and use alprazolam with a view to its sale and marketing in any form in Ireland.
        Alprazolam is no longer under exclusivity and is used to treat anxiety or panic disorders.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing alprazolam in Ireland. It includes in particular:
        (a)         the sale of existing alprazolam finished product inventory, sales and promotional
                    material in Ireland to the extent available;
        (b)         all alprazolam-related contracts, commitments, and customer records, meaning
                    customer credit records, customer invoices, purchase orders and contact details,
                    whilst only the information related to alprazolam in Ireland specifically will be
                    provided;70
        (c)         the transfer of the marketing authorization for alprazolam in Ireland including all
                    relevant dossiers, as well as the information contained in the relevant full
                    registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan; and
68  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
69  Gerax is not a registered trademark.
70  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           58
 ---pagebreak---          (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in Ireland.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".71
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of alprazolam in Ireland, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of alprazolam in
         Ireland.
(4)      Mylan commits neither to register the Gerax brand in Ireland nor to oppose the future
         registration of the Gerax brand name by the Purchaser in Ireland. The Purchaser will have
         the right to use the Gerax brand in Ireland.
(5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Ireland for up to three years, which period may be extended by one year, and an additional
         year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(6)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(7)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)      The Divestment Business shall not include:
         (a)        any manufacturing facility;
         (b)        raw materials;
         (c)        any research and development, clinical data and studies or intellectual property
                    relating to alprazolam after Divestment Closing;
71  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         59
 ---pagebreak---         (d)        all marketing authorizations currently held by the Parties outside of Ireland for
                   alprazolam;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;72 and
        (g)        monies owed to the Parties by customers for the purchase of alprazolam, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   alprazolam.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S GABAPENTIN PRODUCTS
Territory: Ireland
(1)     The Divestment Business consists of Mylan's rights, title and interests in gabapentin in
        Ireland (currently marketed under the name Gabapentin Ireland) including the right to
        develop, manufacture and use gabapentin with a view to its sale and marketing in any form
        in Ireland. Gabapentin is no longer under exclusivity and is used both as a monotherapy to
        prevent partial epileptic seizures (epileptic fits starting in one specific part of the brain) and
        also as an ‘add-on' to existing treatments in patients who have partial seizures.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing gabapentin in Ireland. It includes in particular:
        (a)        the sale of existing gabapentin finished product inventory, sales and promotional
                   material in Ireland to the extent available;
        (b)        all gabapentin-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to gabapentin in Ireland specifically will be
                   provided;73
        (c)        the transfer of the marketing authorization for gabapentin in Ireland including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
72  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
73  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           60
 ---pagebreak---                    transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Ireland;
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".74
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of gabapentin in Ireland, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of gabapentin in
         Ireland.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding gabapentin in Ireland with licensor […] to the Purchaser in
         accordance with applicable law. Mylan commits to make its best efforts to facilitate the
         assignment to the Purchaser of the license agreement it has in place concerning the
         Divestment Business, subject to the consent of the third party.
(5)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(6)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)      The Divestment Business shall not include:
         (a)       any manufacturing facility;
         (b)       raw materials;
         (c)       any research and development, clinical data and studies or intellectual property
                   relating to gabapentin after Divestment Closing;
         (d)       all marketing authorizations currently held by the Parties outside of Ireland for
                   gabapentin;
         (e)       any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
74  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         61
 ---pagebreak---         (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;75 and
        (g)        monies owed to the Parties by customers for the purchase of gabapentin, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   gabapentin.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                  *****
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS
Territory: Italy
(1)     The Divestment Business consists of Mylan's rights, title and interests in alprazolam in Italy
        (currently marketed under the names Frontal and Alprazolam Mylan) including the right to
        develop, manufacture and use alprazolam with a view to its sale and marketing in any form
        in Italy. Alprazolam is no longer under exclusivity and is used to treat anxiety or panic
        disorders.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing alprazolam in Italy. It includes in particular:
        (a)        the sale of existing alprazolam finished product inventory, sales and promotional
                   material in Italy to the extent available;
        (b)        all alprazolam-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to alprazolam in Italy specifically will be
                   provided;76
        (c)        the transfer of the marketing authorization for alprazolam in Italy including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan;
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Italy; and
        (e)        if applicable, full transfer of the national trademark related to alprazolam in Italy
                   or, in case of a wider than national specific alprazolam trademark, an irrevocable,
                   assignable, sub-licensable, perpetual and royalty free license to use the trademark
                   for the Divestment Business.
75  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
76  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           62
 ---pagebreak---          The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
         of the Divestment Business".77
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of alprazolam in Italy, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of alprazolam in Italy.
(4)      With respect to Alprazolam Mylan oral drops, Mylan will transfer all historical information
         (orders, price, etc.) concerning its relationship, if applicable, regarding alprazolam in Italy
         with contract manufacturer […] to the Purchaser in accordance with applicable law. Mylan
         commits to make its best efforts to facilitate the assignment to the Purchaser of the supply
         agreement it has in place concerning the Divestment Business, subject to the consent of the
         third party. In the event that consent for the assignment cannot be obtained, at the option of
         the Purchaser Mylan commits to offer a back-to-back arrangement for the supply of the
         product to the Purchaser for the duration of the relevant third party contract and, in any case,
         for no longer than three years.
(5)      Mylan will also transfer all historical information (orders, price, etc.) concerning its
         relationship, if applicable, regarding Alprazolam Mylan oral drops with […] for the supply
         of the product to the Purchaser in accordance with applicable law.
(6)      With respect to Frontal, Mylan will transfer all historical information (orders, price, etc.)
         concerning its relationship, if applicable, regarding alprazolam in Italy with licensor […] to
         the Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the license agreement it has in place concerning
         the Divestment Business, subject to the consent of the third party.
(7)      Also with respect to Frontal, in the (unlikely) event that the transfer to the Purchaser occurs
         prior to the closing of the Transaction, Mylan will transfer all historical information (orders,
         price, etc.) concerning its relationship, if applicable, regarding the Frontal trademark license
         in Italy with licensor […] to the Purchaser in accordance with applicable law. Mylan
         commits to make its best efforts to facilitate the assignment to the Purchaser of the license
         agreement it has in place concerning the Divestment Business, subject to the consent of the
         third party. If the transfer to the Purchaser occurs following the closing of the Transaction,
         […]
(8)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of product in Italy for
         up to three years, which period may be extended by one year, and an additional year
         thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(9)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
77  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         63
 ---pagebreak---         bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(10)    In relation to the existing tender contracts, Mylan commits to make its best efforts to suggest
        the Purchaser of the Divestment Business to the relevant tender authorities as the new
        supplier of the product for the remainder of the tender duration.
(11)    Mylan commits to continue its participation in tenders for the Divestment Business up until
        Divestiture Closing. If Mylan were to win any tenders pertaining to alprazolam in Italy
        before Divestiture Closing, Mylan commits to make its best efforts to suggest the Purchaser
        of the Divestment Business to the relevant tender authorities as the new supplier of the
        product for the remainder of the tender duration.
(12)    At the option of the Purchaser, and in case any of the tender contracting entities would
        decide not to accept the Purchaser as the new supplier with respect to the existing tender
        contracts, Mylan will enter into a transitional dual distributorship arrangement related to the
        Divestment Business lasting until the relevant marketing authorization is transferred to the
        name of the Purchaser on an at-cost basis which determination will be overseen by the
        Monitoring Trustee. Mylan commits to make its best efforts to ensure that no supply
        disruption will occur or any other supply issue that might lead to the termination of the
        contract.
(13)    The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(14)    The Divestment Business shall not include:
        (a)       any manufacturing facility;
        (b)       raw materials;
        (c)       any research and development, clinical data and studies or intellectual property
                  relating to alprazolam after Divestment Closing;
        (d)       all marketing authorizations currently held by the Parties outside of Italy for
                  alprazolam;
        (e)       any other asset not part of the Divestment Business or which is used in relation to a
                  business of the Parties other than the Divestment Business;
        (f)       the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                  of its subsidiaries;78 and
        (g)       monies owed to the Parties by customers for the purchase of alprazolam, and
                  monies owed by the Parties to suppliers for materials used in the production of
                  alprazolam.
78  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           64
 ---pagebreak--- (15)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
         which is both used (exclusively or not) in the Divestment Business and necessary for the
         continued viability and competitiveness of the Divestment Business, that asset or personnel
         or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS
Territory: Italy
(1)      The Divestment Business consists of Mylan's rights, title and interests in latanoprost/timolol
         in Italy (currently marketed under the name Latanoprost/timolol Mylan) including the right
         to develop, manufacture and use latanoprost/timolol with a view to its sale and marketing in
         any form in Italy. Latanoprost/timolol is no longer under exclusivity and is used to reduce
         inter ocular pressure in patients with various types of glaucoma and ocular hypertension.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing latanoprost/timolol in Italy. It includes in particular:
         (a)        the sale of existing latanoprost/timolol finished product inventory, sales and
                    promotional material in Italy to the extent available;
         (b)        all latanoprost/timolol-related contracts, commitments, and customer records,
                    meaning customer credit records, customer invoices, purchase orders and contact
                    details, whilst only the information related to latanoprost/timolol in Italy
                    specifically will be provided;79
         (c)        the transfer of the marketing authorization for latanoprost/timolol in Italy including
                    all relevant dossiers, as well as the information contained in the relevant full
                    registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan; and
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in Italy.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".80
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost/timolol in Italy, Mylan shall have the right to retain
         the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         latanoprost/timolol in Italy.
79  Mylan will include all customer lists and records since 2014 in the Divestment Business.
80  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          65
 ---pagebreak--- (4)     Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
        if applicable, regarding latanoprost/timolol in Italy with contract manufacturer […] to the
        Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
        facilitate the assignment to the Purchaser of the supply agreement it has in place concerning
        the Divestment Business, subject to the consent of the respective parties. In the event that
        consent for the assignment cannot be obtained, at the option of the Purchaser Mylan
        commits to offer a back-to-back arrangement for the supply of the product to the Purchaser
        for the duration of the relevant third party contract and, in any case, for no longer than three
        years.
(5)     Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
        if applicable, regarding latanoprost/timolol in Italy with licensor and supplier […] to the
        Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
        facilitate the assignment to the Purchaser of the license and supply agreement it has in place
        concerning the Divestment Business, subject to the consent of the third party.
(6)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(7)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to latanoprost/timolol after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Italy for
                   latanoprost/timolol;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;81 and
        (g)        monies owed to the Parties by customers for the purchase of latanoprost/timolol,
                   and monies owed by the Parties to suppliers for materials used in the production of
                   latanoprost/timolol.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
81  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           66
 ---pagebreak---          which is both used (exclusively or not) in the Divestment Business and necessary for the
         continued viability and competitiveness of the Divestment Business, that asset or personnel
         or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS
Territory: Latvia
(1)      The Divestment Business consists of Mylan's rights, title and interests in sildenafil in Latvia
         (currently marketed under the name Mysildecard) including the right to develop,
         manufacture and use sildenafil (PAH) with a view to its sale and marketing in any form in
         Latvia, only for the pulmonary arterial hypertension (PAH) indication. Sildenafil (PAH) is
         no longer under exclusivity.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing sildenafil (PAH) in Latvia. It includes in particular:
         (a)       the sale of existing sildenafil (PAH) finished product inventory, sales and
                   promotional material in Latvia to the extent available;
         (b)       all sildenafil (PAH)-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to sildenafil (PAH) in Latvia
                   specifically will be provided;82
         (c)       access to Mylan’s dossier for sildenafil (PAH) in order for the Purchaser to obtain
                   its own marketing authorization for sildenafil (PAH);83
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Latvia; and
         (e)       Full transfer of the national trademark related to sildenafil (PAH) in Latvia or, in
                   case of a wider than national specific sildenafil (PAH) trademark, an irrevocable,
                   assignable, sub-licensable, perpetual and royalty free license to use the trademark
                   for the Divestment Business.
         The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets of the
         Divestment Business".84
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of sildenafil (PAH) in Latvia, Mylan shall have the right to retain
82  Mylan will include all customer lists and records since 2014 in the Divestment Business.
83  Mylan’s marketing authorization for sildenafil (PAH) was obtained via the centralized procedure and
    therefore cannot be transferred only as it relates to one country to the Purchaser (see explanation in the
    Form RM).
84  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          67
 ---pagebreak---         the ownership of such asset and shall grant to the Purchaser at no additional charge an
        exclusive and perpetual right to use such asset for the manufacture, use and sale of sildenafil
        (PAH) in Latvia.
(4)     Pending the Purchaser applying for its own marketing authorizations for the Divestment
        Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
        Business for a period of up to two years and will, during this period, support the Purchaser
        in applying for its own marketing authorizations. During this two-year period, Mylan shall
        enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
        existing forms of the product in Latvia.
(5)     At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
        manufacturing and/or supply agreement relating to the existing forms of the product in
        Latvia for an additional year after the two-year period noted above (i.e., up to three years in
        total), which period may be extended by one year, and an additional year thereafter, upon
        request by the Purchaser and subject to the approval of the Monitoring Trustee on the basis
        that such extension is necessary for the Purchaser to continue commercializing the
        Divestment Business. Such transitory arrangement shall include appropriate provisions
        designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
        provisions requiring the delivery of minimum supply volumes or batches.
(6)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(7)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)     The Divestment Business shall not include:
        (a)       any manufacturing facility;
        (b)       raw materials;
        (c)       any research and development, clinical data and studies or intellectual property
                  relating to sildenafil (PAH) after Divestment Closing;
        (d)       all marketing authorizations currently held by the Parties for sildenafil (PAH);
        (e)       any other asset not part of the Divestment Business or which is used in relation to a
                  business of the Parties other than the Divestment Business;
        (f)       the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                  of its subsidiaries;85 and
85  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           68
 ---pagebreak---         (g)        monies owed to the Parties by customers for the purchase of sildenafil (PAH), and
                   monies owed by the Parties to suppliers for materials used in the production of
                   sildenafil (PAH).
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS
Territory: Lithuania
(1)     The Divestment Business consists of Mylan's rights, title and interests in sildenafil in
        Lithuania (currently marketed under the name Mysildecard) including the right to develop,
        manufacture and use sildenafil (PAH) with a view to its sale and marketing in any form in
        Lithuania, only for the pulmonary arterial hypertension (PAH) indication. Sildenafil (PAH)
        is no longer under exclusivity.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing sildenafil (PAH) in Lithuania. It includes in particular:
        (a)        the sale of existing sildenafil (PAH) finished product inventory, sales and
                   promotional material in Lithuania to the extent available;
        (b)        all sildenafil (PAH)-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to sildenafil (PAH) in Lithuania
                   specifically will be provided;86
        (c)        access to Mylan’s dossier for sildenafil (PAH) in order for the Purchaser to obtain
                   its own marketing authorization for sildenafil (PAH);87
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Lithuania;
                   and
        (e)        Full transfer of the national trademark related to sildenafil (PAH) in Lithuania or,
                   in case of a wider than national specific sildenafil (PAH) trademark, an
                   irrevocable, assignable, sub-licensable, perpetual and royalty free license to use the
                   trademark for the Divestment Business.
        The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
        of the Divestment Business".88
86  Mylan will include all customer lists and records since 2014 in the Divestment Business.
87  Mylan’s marketing authorization for sildenafil (PAH) was obtained via the centralized procedure and
    therefore cannot be transferred only as it relates to one country to the Purchaser (see explanation in the
    Form RM).
                                                          69
 ---pagebreak--- (3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of sildenafil (PAH) in Lithuania, Mylan shall have the right to
         retain the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of sildenafil
         (PAH) in Lithuania.
(4)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
         Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
         Business for a period of up to two years and will, during this period, support the Purchaser
         in applying for its own marketing authorizations. During this two-year period, Mylan shall
         enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
         existing forms of the product in Lithuania.
(5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Lithuania for an additional year after the two-year period noted above (i.e., up to three years
         in total). This period may be extended by one year, and an additional year thereafter, upon
         request by the Purchaser and subject to the approval of the Monitoring Trustee on the basis
         that such extension is necessary for the Purchaser to continue commercializing the
         Divestment Business. Such transitory arrangement shall include appropriate provisions
         designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
         provisions requiring the delivery of minimum supply volumes or batches.
(6)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(7)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)      The Divestment Business shall not include:
         (a)        any manufacturing facility;
         (b)        raw materials;
         (c)        any research and development, clinical data and studies or intellectual property
                    relating to sildenafil (PAH) after Divestment Closing;
         (d)        all marketing authorizations currently held by the Parties for sildenafil (PAH);
88  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         70
 ---pagebreak---         (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;89 and
        (g)        monies owed to the Parties by customers for the purchase of sildenafil (PAH), and
                   monies owed by the Parties to suppliers for materials used in the production of
                   sildenafil (PAH).
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S LATANOPROST PRODUCTS
Territory: Luxembourg
(1)     The Divestment Business consists of Mylan's rights, title and interests in latanoprost in
        Luxembourg (currently marketed under the name Latanotears) including the right to
        develop, manufacture and use latanoprost with a view to its sale and marketing in any form
        in Luxembourg. Latanoprost is no longer under exclusivity and is used to reduce inter ocular
        pressure in patients with various types of glaucoma and ocular hypertension.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing latanoprost in Luxembourg. It includes in particular:
        (a)        the sale of existing latanoprost finished product inventory, sales and promotional
                   material in Luxembourg to the extent available;
        (b)        all latanoprost-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to latanoprost in Luxembourg specifically will
                   be provided;90
        (c)        the transfer of the marketing authorization for latanoprost in Luxembourg
                   including all relevant dossiers, as well as the information contained in the relevant
                   full registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan;
        (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in
                   Luxembourg; and
89  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
90  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           71
 ---pagebreak---          (e)        Full transfer of the national trademark related to latanoprost in Luxembourg or, in
                    case of a wider than national specific latanoprost trademark, an irrevocable,
                    assignable, sub-licensable, perpetual and royalty free license to use the trademark
                    for the Divestment Business.
         The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
         of the Divestment Business".91
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost in Luxembourg, Mylan shall have the right to retain
         the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         latanoprost in Luxembourg.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost in Luxembourg with contract manufacturer […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the supply agreement it has in place concerning
         the Divestment Business, subject to the consent of the third party. In the event that consent
         for the assignment cannot be obtained, at the option of the Purchaser Mylan commits to offer
         a back-to-back arrangement for the supply of the product to the Purchaser for the duration of
         the relevant third party contract and, in any case, for no longer than three years.
(5)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost in Luxembourg with licensor […] to the Purchaser in
         accordance with applicable law. Mylan commits to make its best efforts to facilitate the
         assignment to the Purchaser of the license agreements it has in place concerning the
         Divestment Business, subject to the consent of the third party.
(6)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(7)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)      The Divestment Business shall not include:
         (a)        any manufacturing facility;
         (b)        raw materials;
91  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         72
 ---pagebreak---         (c)        any research and development, clinical data and studies or intellectual property
                   relating to latanoprost after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Luxembourg
                   for latanoprost;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;92 and
        (g)        monies owed to the Parties by customers for the purchase of latanoprost, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   latanoprost.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS
Territory: Luxembourg
(1)     The Divestment Business consists of Mylan's rights, title and interests in latanoprost/timolol
        in Luxembourg (currently marketed under the name Timolatears) including the right to
        develop, manufacture and use latanoprost/timolol with a view to its sale and marketing in
        any form in Luxembourg. Latanoprost/timolol is no longer under exclusivity and is used to
        reduce inter ocular pressure in patients with various types of glaucoma and ocular
        hypertension.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing latanoprost/timolol in Luxembourg. It includes in
        particular:
        (a)        the sale of existing latanoprost/timolol finished product inventory, sales and
                   promotional material in Luxembourg to the extent available;
        (b)        all latanoprost/timolol-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to latanoprost/timolol in Luxembourg
                   specifically will be provided;93
        (c)        the transfer of the marketing authorization for latanoprost/timolol in Luxembourg
                   including all relevant dossiers, as well as the information contained in the relevant
                   full registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan;
92  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
93  Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                           73
 ---pagebreak---          (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in
                    Luxembourg; and
         (e)        Full transfer of the national trademark related to latanoprost/timolol in
                    Luxembourg or, in case of a wider than national specific latanoprost/timolol
                    trademark, an irrevocable, assignable, sub-licensable, perpetual and royalty free
                    license to use the trademark for the Divestment Business.
         The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets
         of the Divestment Business".94
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost/timolol in Luxembourg, Mylan shall have the right
         to retain the ownership of such asset and shall grant to the Purchaser at no additional charge
         an exclusive and perpetual right to use such asset for the manufacture, use and sale of
         latanoprost/timolol in Luxembourg.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost/timolol in Luxembourg with contract manufacturer […]
         to the Purchaser in accordance with applicable law. Mylan commits to make its best efforts
         to facilitate the assignment to the Purchaser of the supply agreement it has in place
         concerning the Divestment Business, subject to the consent of the third party. In the event
         that consent for the assignment cannot be obtained, at the option of the Purchaser Mylan
         commits to offer a back-to-back arrangement for the supply of the product to the Purchaser
         for the duration of the relevant third party contract and, in any case, for no longer than three
         years.
(5)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost/timolol in Luxembourg with licensor […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the license and supply agreement it has in place
         concerning the Divestment Business, subject to the consent of the third party.
(6)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
(7)      The Purchaser will be given an option (to be exercised within one year after the Divestment
         Closing) to hire one or more Personnel, subject to applicable local employment legislation,
         who would be considered necessary to maintain the viability, marketability and
         competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
94  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         74
 ---pagebreak--- (8)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to latanoprost/timolol after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Luxembourg
                   for latanoprost/timolol;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;95 and
        (g)        monies owed to the Parties by customers for the purchase of latanoprost/timolol,
                   and monies owed by the Parties to suppliers for materials used in the production of
                   latanoprost/timolol.
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S PREGABALIN PRODUCTS
Territory: Luxembourg
(1)     The Divestment Business consists of Mylan's rights, title and interests in pregabalin in
        Luxembourg (currently marketed under the name Pregabalin Mylan) including the right to
        develop, manufacture and use pregabalin with a view to its sale and marketing in any form
        in Luxembourg. Pregabalin is no longer under exclusivity and is indicated and primarily
        used for peripheral and central neuropathic pain, but is also used as an ‘add-on' to existing
        treatment in patients who have partial seizures that cannot be controlled with their current
        treatment.
(2)     The Divestment Business includes the transfer of all assets predominantly or exclusively
        used for the purposes of marketing pregabalin in Luxembourg. It includes in particular:
        (a)        the sale of existing pregabalin finished product inventory, sales and promotional
                   material in Luxembourg to the extent available;
        (b)        all pregabalin-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
95  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           75
 ---pagebreak---                    whilst only the information related to pregabalin in Luxembourg specifically will
                   be provided;96
         (c)       access to Mylan’s dossier for pregabalin in order for the Purchaser to obtain its
                   own marketing authorization for pregabalin;97
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in
                   Luxembourg; and
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".98
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of pregabalin in Luxembourg, Mylan shall have the right to retain
         the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         pregabalin in Luxembourg.
(4)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
         Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
         Business for a period of up to two years and will, during this period, support the Purchaser
         in applying for its own marketing authorizations. During this two-year period, Mylan shall
         enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
         existing forms of the product in Luxembourg.
(5)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Luxembourg for an additional year after the two-year period noted above (i.e., up to three
         years in total). This period may be extended by one year, and an additional year thereafter,
         upon request by the Purchaser and subject to the approval of the Monitoring Trustee on the
         basis that such extension is necessary for the Purchaser to continue commercializing the
         Divestment Business. Such transitory arrangement shall include appropriate provisions
         designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
         provisions requiring the delivery of minimum supply volumes or batches.
(6)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding pregabalin in Luxembourg with […] for the packaging of the
         product to the Purchaser in accordance with applicable law. Mylan commits to make its best
         efforts to facilitate the assignment to the Purchaser of the agreement it has in place
         concerning the Divestment Business, subject to the consent of the third party. In the event
         that consent for the assignment cannot be obtained, at the option of the Purchaser Mylan
         commits to offer a back-to-back arrangement for the supply of the product to the Purchaser
96  Mylan will include all customer lists and records since 2014 in the Divestment Business.
97  Mylan’s marketing authorization for pregabalin was obtained via the centralized procedure and therefore
    cannot be transferred only as it relates to one country to the Purchaser (see explanation in the Form RM).
98  For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                            76
 ---pagebreak---         for the duration of the relevant third party contract and, in any case, for no longer than three
        years.
(7)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(8)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(9)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to pregabalin after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties for pregabalin;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;99 and
        (g)        monies owed to the Parties by customers for the purchase of pregabalin, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   pregabalin.
(10)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS
Territory: the Netherlands
(1)     The Divestment Business consists of Mylan's rights, title and interests in latanoprost/timolol
        in the Netherlands (currently marketed under the name Latanoprost/timolol Mylan)
        including the right to develop, manufacture and use latanoprost/timolol with a view to its
99  With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           77
 ---pagebreak---          sale and marketing in any form in the Netherlands. Latanoprost/timolol is no longer under
         exclusivity and is used to reduce inter ocular pressure in patients with various types of
         glaucoma and ocular hypertension.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing latanoprost/timolol in the Netherlands. It includes in
         particular:
         (a)       the sale of existing latanoprost/timolol finished product inventory, sales and
                   promotional material in the Netherlands to the extent available;
         (b)       all latanoprost/timolol-related contracts, commitments, and customer records,
                   meaning customer credit records, customer invoices, purchase orders and contact
                   details, whilst only the information related to latanoprost/timolol in the
                   Netherlands specifically will be provided;100
         (c)       the transfer of the marketing authorization for latanoprost/timolol in the
                   Netherlands including all relevant dossiers, as well as the information contained in
                   the relevant full registration dossier(s), relating to the current and/or pending
                   marketing authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in the
                   Netherlands.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".101
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost/timolol in the Netherlands, Mylan shall have the
         right to retain the ownership of such asset and shall grant to the Purchaser at no additional
         charge an exclusive and perpetual right to use such asset for the manufacture, use and sale of
         latanoprost/timolol in the Netherlands.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost/timolol in the Netherlands with contract manufacturer
         […] to the Purchaser in accordance with applicable law. Mylan commits to make its best
         efforts to facilitate the assignment to the Purchaser of the supply agreement it has in place
         concerning the Divestment Business, subject to the consent of the respective parties. In the
         event that consent for the assignment cannot be obtained, at the option of the Purchaser
         Mylan commits to offer a back-to-back arrangement for the supply of the product to the
         Purchaser for the duration of the relevant third party contract and, in any case, for no longer
         than three years.
(5)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost/timolol in the Netherlands with licensor […] to the
100 Mylan will include all customer lists and records since 2014 in the Divestment Business.
101 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          78
 ---pagebreak---         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
        facilitate the assignment to the Purchaser of the license agreement it has in place concerning
        the Divestment Business, subject to the consent of the third party.
(6)     In relation to the existing tender contracts, Mylan will transfer all historical information
        (orders; price; etc.) concerning its relationship with […]. Mylan commits to make its best
        efforts to support the Purchaser to obtain the […] consent for the transfer the tender
        contracts.
(7)     Mylan commits to continue its participation in tenders for the Divestment Business up until
        Divestment Closing. If Mylan were to win any tenders pertaining to latanoprost/timolol
        before Divestment Closing, Mylan commits to make its best efforts to facilitate the
        assignment of the relationship or the contract in line with the provisions contained in this
        Schedule concerning existing tender contracts.
(8)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(9)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(10)    The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to latanoprost/timolol after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of the
                   Netherlands for latanoprost/timolol;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;102 and
        (g)        monies owed to the Parties by customers for the purchase of latanoprost/timolol,
                   and monies owed by the Parties to suppliers for materials used in the production of
                   latanoprost/timolol.
(11)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
102 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           79
 ---pagebreak---          continued viability and competitiveness of the Divestment Business, that asset or personnel
         or adequate substitute will be offered to the Purchaser.
                                                    *****
PRODUCT: MYLAN'S ATORVASTATIN PRODUCTS
Territory: Norway
(1)      The Divestment Business consists of Mylan's rights, title and interests in atorvastatin in
         Norway (currently marketed under the name atorvastatin Mylan) including the right to
         develop, manufacture and use atorvastatin with a view to its sale and marketing in any form
         in Norway. Atorvastatin is no longer under exclusivity and is used to prevent cardiovascular
         disease in adults and to treat hyperlipidemia.103
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing atorvastatin in Norway. It includes in particular:
         (a)       the sale of existing atorvastatin finished product inventory, sales and promotional
                   material in Norway to the extent available;
         (b)       all atorvastatin-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to atorvastatin in Norway specifically will be
                   provided;104
         (c)       the transfer of the marketing authorization for atorvastatin in Norway including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Norway.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".105
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of atorvastatin in Norway, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of atorvastatin in
         Norway.
103      Abnormally elevated levels of lipids or lipoproteins in the blood.
104 Mylan will include all customer lists and records since 2014 in the Divestment Business.
105 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                           80
 ---pagebreak--- (4)     At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
        manufacturing and/or supply agreement relating to the existing forms of the product in
        Norway for up to three years, which period may be extended by one year, and an additional
        year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
        Trustee on the basis that such extension is necessary for the Purchaser to continue
        commercializing the Divestment Business. Such transitory arrangement shall include
        appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
        shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(5)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(6)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to atorvastatin after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Norway for
                   atorvastatin;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;106 and
        (g)        monies owed to the Parties by customers for the purchase of atorvastatin, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   atorvastatin.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                    *****
106 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           81
 ---pagebreak--- PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS
Territory: Norway
(1)      The Divestment Business consists of Mylan's rights, title and interests in eletriptan in
         Norway (currently marketed under the name Eletriptan Mylan) including the right to
         develop, manufacture and use eletriptan with a view to its sale and marketing in any form in
         Norway. Eletriptan is no longer under exclusivity and is used for the acute treatment of the
         headache phase of migraine attacks, with or without aura.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing eletriptan in Norway. It includes in particular:
         (a)       the sale of existing eletriptan finished product inventory, sales and promotional
                   material in Norway to the extent available;
         (b)       all eletriptan-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to eletriptan in Norway specifically will be
                   provided;107
         (c)       the transfer of the marketing authorization for eletriptan in Norway including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Norway.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".108
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of eletriptan in Norway, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of eletriptan in
         Norway.
(4)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Norway for up to three years, which period may be extended by one year, and an additional
         year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
         Trustee on the basis that such extension is necessary for the Purchaser to continue
         commercializing the Divestment Business. Such transitory arrangement shall include
         appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
         shall not contain provisions requiring the delivery of minimum supply volumes or batches.
107 Mylan will include all customer lists and records since 2014 in the Divestment Business.
108 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          82
 ---pagebreak--- (5)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(6)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to eletriptan after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Norway for
                   eletriptan;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;109 and
        (g)        monies owed to the Parties by customers for the purchase of eletriptan, and monies
                   owed by the Parties to suppliers for materials used in the production of eletriptan.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S PREGABALIN PRODUCTS
Territory: Norway
(1)     The Divestment Business consists of Mylan's right, title and interest in pregabalin in Norway
        including the right to develop, manufacture and use pregabalin to sell in any form.
        Pregabalin is no longer under exclusivity and is indicated and primarily used for peripheral
        and central neuropathic pain, but is also used as an ‘add-on' to existing treatment in patients
        who have partial seizures that cannot be controlled with their current treatment.
109 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           83
 ---pagebreak--- (2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing pregabalin in Norway. It includes in particular:
         (a)        access to Mylan’s dossier for pregabalin in order for the Purchaser to obtain its
                    own marketing authorization for pregabalin;110 and
         (b)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in Norway,
                    including in particular the information in the registration dossier.
(3)      The items referred to under (a) - (b) are hereinafter jointly referred to as "Assets of the
         Divestment Business".111
(4)      If and to the extent that the know-how listed in paragraph 2(e) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of pregabalin in Norway, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of pregabalin in
         Norway.
(5)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
         Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
         Business for a period of up to two years and will, during this period, support the Purchaser
         in applying for its own marketing authorizations. During this two-year period, Mylan shall
         enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
         existing forms of the product in Norway.
(6)      At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
         manufacturing and/or supply agreement relating to the existing forms of the product in
         Norway for an additional year after the two-year period noted above (i.e., up to three years
         in total). This period may be extended by one year, and an additional year thereafter, upon
         request by the Purchaser and subject to the approval of the Monitoring Trustee on the basis
         that such extension is necessary for the Purchaser to continue commercializing the
         Divestment Business. Such transitory arrangement shall include appropriate provisions
         designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
         provisions requiring the delivery of minimum supply volumes or batches.
(7)      Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
         transfer of the Divestment Business and to undertake all regulatory changes that would be
         required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
         bear the costs for updates to maintain the current registration of the dossier of the
         Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
         filing costs for all the updates of the dossier triggered by the transfer of the Divestment
         Business to the Purchaser.
110 Mylan’s marketing authorization for pregabalin was obtained via the centralized procedure and therefore
    cannot be transferred only as it relates to one country to the Purchaser (see explanation in Form RM).
111 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favour of third parties,
    including those relating to the development, manufacture, distribution, marketing and sale of pregabalin in
    Norway.
                                                            84
 ---pagebreak--- (8)    The Purchaser will be given an option (to be exercised within one year after the Divestment
       Closing) to hire one or more Personnel, subject to applicable local employment legislation,
       who would be considered necessary to maintain the viability, marketability and
       competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(9)    The Divestment Business shall not include:
       (a)        any manufacturing facility;
       (b)        raw materials;
       (c)        any research and development, clinical data and studies or intellectual property
                  relating to pregabalin after the sale of the Divestment Product to the Purchaser;
       (d)        all marketing authorizations relating to pregabalin held by the Parties outside of
                  Norway;
       (e)        any other asset not part of the Divestment Business or which is used in relation to a
                  business of the Parties other than the Divestment Business; and
       (f)        the "Mylan" name, Mylan trademark and Mylan trade dress or trade dress of any of
                  its subsidiaries.
(10)   If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
       which is both used (exclusively or not) in the Divestment Business and necessary for the
       continued viability and competitiveness of the Divestment Business, that asset or personnel
       or adequate substitute will be offered to the Purchaser.
PRODUCT: MYLAN'S ALPRAZOLAM PRODUCTS
Territory: Portugal
(1)    The Divestment Business consists of Mylan's rights, title and interests in alprazolam in
       Portugal (currently marketed under the name Alprazolam Mylan) including the right to
       develop, manufacture and use alprazolam with a view to its sale and marketing in any form
       in Portugal. Alprazolam is no longer under exclusivity and is used to treat anxiety or panic
       disorders.
(2)    The Divestment Business includes the transfer of all assets predominantly or exclusively
       used for the purposes of marketing alprazolam in Portugal. It includes in particular:
       (a)        the sale of existing alprazolam finished product inventory, sales and promotional
                  material in Portugal to the extent available;
       (b)        all alprazolam-related contracts, commitments, and customer records, meaning
                  customer credit records, customer invoices, purchase orders and contact details,
                  whilst only the information related to alprazolam in Portugal specifically will be
                  provided;112
112 Mylan will include all customer lists and records since 2014 in the Divestment Business.
                                                          85
 ---pagebreak---          (c)       the transfer of the marketing authorization for alprazolam in Portugal including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Portugal.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".113
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of alprazolam in Portugal, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of alprazolam in
         Portugal.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding alprazolam modified release tablets in Portugal with licensor and
         contract manufacturer […] to the Purchaser in accordance with applicable law. Mylan
         commits to make its best efforts to facilitate the assignment to the Purchaser of the license
         agreement it has in place concerning the Divestment Business, subject to the consent of the
         third party. In the event that consent for the assignment cannot be obtained, at the option of
         the Purchaser Mylan commits to offer a back-to-back arrangement for the supply of the
         product to the Purchaser for the duration of the relevant third party contract and, in any case,
         for no longer than three years.
(5)      At the option of the Purchaser, and to the extent national legislation allows for it, Mylan will
         license the name “Alprazolam Mylan” to the Purchaser for a period of two years (or more,
         should the Purchaser express an interest to that effect). To the extent that this is not allowed
         by national legislation and at the option of the Purchaser, Mylan will appoint the Purchaser
         as the exclusive distributor of the Divestment Business for a period of up to two years (or
         more, should the Purchaser express an interest to that effect).
(6)      Mylan commits to make its best efforts to support the Purchaser in communicating the
         upcoming name change to physicians and pharmacists. Mylan will also support the
         Purchaser’s representations vis-a-vis physicians and pharmacies that the Purchaser’s product
         is identical to the product carrying the Mylan name for a period of up to 2 years (or more,
         should the Purchaser express an interest to that effect).
(7)      In relation to the existing tender contracts, Mylan will transfer all historical information
         (orders; price; etc.) concerning its relationship with the different […] Mylan has tender
         agreements in Portugal for alprazolam. Mylan commits to make its best efforts to support
         the Purchaser to obtain the […] consent for the transfer the tender contracts.
(8)      Mylan commits to continue its participation in tenders for the Divestment Business up until
         Divestment Closing. If Mylan were to win any tenders pertaining to alprazolam before
113 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                         86
 ---pagebreak---         Divestment Closing, Mylan commits to make its best efforts to facilitate the assignment of
        the relationship or the contract in line with the provisions contained in this Schedule
        concerning existing tender contracts.
(9)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(10)    The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(11)    The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to alprazolam after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Portugal for
                   alprazolam;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;114 and
        (g)        monies owed to the Parties by customers for the purchase of alprazolam, and
                   monies owed by the Parties to suppliers for materials used in the production of
                   alprazolam.
(12)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S LATANOPROST/TIMOLOL PRODUCTS
Territory: Portugal
(1)     The Divestment Business consists of Mylan's rights, title and interests in latanoprost/timolol
114 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           87
 ---pagebreak---          in Portugal (currently marketed under the name Latanoprost/timolol Mylan) including the
         right to develop, manufacture and use latanoprost/timolol with a view to its sale and
         marketing in any form in Portugal. Latanoprost/timolol is no longer under exclusivity and is
         used to reduce inter ocular pressure in patients with various types of glaucoma and ocular
         hypertension.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing latanoprost/timolol in Portugal. It includes in particular:
         (a)        the sale of existing latanoprost/timolol finished product inventory, sales and
                    promotional material in Portugal to the extent available;
         (b)        all latanoprost/timolol-related contracts, commitments, and customer records,
                    meaning customer credit records, customer invoices, purchase orders and contact
                    details, whilst only the information related to latanoprost/timolol in Portugal
                    specifically will be provided;115
         (c)        the transfer of the marketing authorization for latanoprost/timolol in Portugal
                    including all relevant dossiers, as well as the information contained in the relevant
                    full registration dossier(s), relating to the current and/or pending marketing
                    authorizations available to Mylan; and
         (d)        an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                    intellectual property rights, data books, records and effective arrangements for the
                    transfer of all know-how to the extent that these are related to the development,
                    manufacture, use of the Divestment Business with a view to its sale in Portugal.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".116
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of latanoprost/timolol in Portugal, Mylan shall have the right to
         retain the ownership of such asset and shall grant to the Purchaser at no additional charge an
         exclusive and perpetual right to use such asset for the manufacture, use and sale of
         latanoprost/timolol in Portugal.
(4)      Mylan will transfer all historical information (orders, price, etc.) concerning its relationship,
         if applicable, regarding latanoprost/timolol in Portugal with licensor and supplier […] to the
         Purchaser in accordance with applicable law. Mylan commits to make its best efforts to
         facilitate the assignment to the Purchaser of the license and supply agreement it has in place
         concerning the Divestment Business, subject to the consent of the third party. In the event
         that consent for the assignment cannot be obtained, at the option of the Purchaser Mylan
         commits to offer a back-to-back arrangement for the supply of the product to the Purchaser
         for the duration of the relevant third party contract and, in any case, for no longer than three
         years..
(5)      In relation to the existing tender contracts, Mylan will transfer all historical information
         (orders; price; etc.) concerning its relationship with the […]. Mylan commits to make its best
115 Mylan will include all customer lists and records since 2014 in the Divestment Business.
116 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          88
 ---pagebreak---         efforts to support the Purchaser to obtain the […] consent for the transfer the tender
        contracts.
(6)     Mylan commits to continue its participation in tenders for the Divestment Business up until
        Divestment Closing. If Mylan were to win any tenders pertaining to latanoprost/timolol
        before Divestment Closing, Mylan commits to make its best efforts to facilitate the
        assignment of the relationship or the contract in line with the provisions contained in this
        Schedule concerning existing tender contracts.
(7)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(8)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(9)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to latanoprost/timolol after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Portugal for
                   latanoprost/timolol;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;117 and
        (g)        monies owed to the Parties by customers for the purchase of latanoprost/timolol,
                   and monies owed by the Parties to suppliers for materials used in the production of
                   latanoprost/timolol.
(10)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
117 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           89
 ---pagebreak---   PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS
  Territory: Romania
  (1)      The Divestment Business consists of Mylan's rights, title and interests in sildenafil in
           Romania (currently marketed under the name Mysildecard) including the right to develop,
           manufacture and use sildenafil (PAH) with a view to its sale and marketing in any form in
           Romania, only for the pulmonary arterial hypertension (PAH) indication. Sildenafil (PAH)
           is no longer under exclusivity.
  (2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
           used for the purposes of marketing sildenafil (PAH) in Romania. It includes in particular:
           (a)       the sale of existing sildenafil (PAH) finished product inventory, sales and
                     promotional material in Romania to the extent available;
           (b)       all sildenafil (PAH)-related contracts, commitments, and customer records,
                     meaning customer credit records, customer invoices, purchase orders and contact
                     details, whilst only the information related to sildenafil (PAH) in Romania
                     specifically will be provided;118
           (c)       access to Mylan’s dossier for sildenafil (PAH) in order for the Purchaser to obtain
                     its own marketing authorization for sildenafil (PAH);119
           (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                     intellectual property rights, data books, records and effective arrangements for the
                     transfer of all know-how to the extent that these are related to the development,
                     manufacture, use of the Divestment Business with a view to its sale in Romania;
                     and
           (e)       Full transfer of the national trademark related to sildenafil (PAH) in Romania or,
                     in case of a wider than national specific sildenafil (PAH) trademark, an
                     irrevocable, assignable, sub-licensable, perpetual and royalty free license to use the
                     trademark for the Divestment Business.
(f)        The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets of the
           Divestment Business".120
  (3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
           exclusively or predominantly related to, and not exclusively used in respect of, the
           manufacture, use and sale of sildenafil (PAH) in Romania, Mylan shall have the right to
           retain the ownership of such asset and shall grant to the Purchaser at no additional charge an
           exclusive and perpetual right to use such asset for the manufacture, use and sale of sildenafil
           (PAH) in Romania.
  118 Mylan will include all customer lists and records since 2014 in the Divestment Business.
  119 Mylan’s marketing authorization for sildenafil (PAH) was obtained via the centralized procedure and
      therefore cannot be transferred only as it relates to one country to the Purchaser (see explanation in the
      Form RM).
  120 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
      (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
      including those as to development, manufacture, distribution, marketing and sale.
                                                            90
 ---pagebreak--- (4)     Pending the Purchaser applying for its own marketing authorizations for the Divestment
        Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
        Business for a period of up to two years and will, during this period, support the Purchaser
        in applying for its own marketing authorizations. During this two-year period, Mylan shall
        enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
        existing forms of the product in Romania.
(5)     At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
        manufacturing and/or supply agreement relating to the existing forms of the product in
        Romania for an additional year after the two-year period noted above (i.e., up to three years
        in total). This period may be extended by one year, and an additional year thereafter, upon
        request by the Purchaser and subject to the approval of the Monitoring Trustee on the basis
        that such extension is necessary for the Purchaser to continue commercializing the
        Divestment Business. Such transitory arrangement shall include appropriate provisions
        designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
        provisions requiring the delivery of minimum supply volumes or batches.
(6)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(7)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(8)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to sildenafil (PAH) after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties for sildenafil (PAH);
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;121 and
        (g)        monies owed to the Parties by customers for the purchase of sildenafil (PAH), and
                   monies owed by the Parties to suppliers for materials used in the production of
                   sildenafil (PAH).
(9)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
121 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           91
 ---pagebreak---          which is both used (exclusively or not) in the Divestment Business and necessary for the
         continued viability and competitiveness of the Divestment Business, that asset or personnel
         or adequate substitute will be offered to the Purchaser.
                                                   *****
PRODUCT: MYLAN'S ELETRIPTAN PRODUCTS
Territory: Sweden
(1)      The Divestment Business consists of Mylan's rights, title and interests in eletriptan in
         Sweden (currently marketed under the name Eletriptan Mylan) including the right to
         develop, manufacture and use eletriptan with a view to its sale and marketing in any form in
         Sweden. Eletriptan is no longer under exclusivity and is used for the acute treatment of the
         headache phase of migraine attacks, with or without aura.
(2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
         used for the purposes of marketing eletriptan in Sweden. It includes in particular:
         (a)       the sale of existing eletriptan finished product inventory, sales and promotional
                   material in Sweden to the extent available;
         (b)       all eletriptan-related contracts, commitments, and customer records, meaning
                   customer credit records, customer invoices, purchase orders and contact details,
                   whilst only the information related to eletriptan in Sweden specifically will be
                   provided;122
         (c)       the transfer of the marketing authorization for eletriptan in Sweden including all
                   relevant dossiers, as well as the information contained in the relevant full
                   registration dossier(s), relating to the current and/or pending marketing
                   authorizations available to Mylan; and
         (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                   intellectual property rights, data books, records and effective arrangements for the
                   transfer of all know-how to the extent that these are related to the development,
                   manufacture, use of the Divestment Business with a view to its sale in Sweden.
         The items referred to under (a) - (d) are hereinafter collectively referred to as "Assets
         of the Divestment Business".123
(3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
         exclusively or predominantly related to, and not exclusively used in respect of, the
         manufacture, use and sale of eletriptan in Sweden, Mylan shall have the right to retain the
         ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
         and perpetual right to use such asset for the manufacture, use and sale of eletriptan in
         Sweden.
122 Mylan will include all customer lists and records since 2014 in the Divestment Business.
123 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
    (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
    including those as to development, manufacture, distribution, marketing and sale.
                                                          92
 ---pagebreak--- (4)     At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
        manufacturing and/or supply agreement relating to the existing forms of the product in
        Sweden for up to three years, which period may be extended by one year, and an additional
        year thereafter, upon request by the Purchaser and subject to the approval of the Monitoring
        Trustee on the basis that such extension is necessary for the Purchaser to continue
        commercializing the Divestment Business. Such transitory arrangement shall include
        appropriate provisions designed to ensure the continued supply by Mylan to the Purchaser. It
        shall not contain provisions requiring the delivery of minimum supply volumes or batches.
(5)     Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
        transfer of the Divestment Business and to undertake all regulatory changes that would be
        required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
        bear the costs for updates to maintain the current registration of the dossier of the
        Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
        filing costs for all the updates of the dossier triggered by the transfer of the Divestment
        Business to the Purchaser.
(6)     The Purchaser will be given an option (to be exercised within one year after the Divestment
        Closing) to hire one or more Personnel, subject to applicable local employment legislation,
        who would be considered necessary to maintain the viability, marketability and
        competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(7)     The Divestment Business shall not include:
        (a)        any manufacturing facility;
        (b)        raw materials;
        (c)        any research and development, clinical data and studies or intellectual property
                   relating to eletriptan after Divestment Closing;
        (d)        all marketing authorizations currently held by the Parties outside of Sweden for
                   eletriptan;
        (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;124 and
        (g)        monies owed to the Parties by customers for the purchase of eletriptan, and monies
                   owed by the Parties to suppliers for materials used in the production of eletriptan.
(8)     If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
124 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           93
 ---pagebreak---   PRODUCT: MYLAN'S SILDENAFIL (PAH) PRODUCTS
  Territory: United Kingdom
  (1)      The Divestment Business consists of Mylan's rights, title and interests in sildenafil in the UK
           (currently marketed under the name Mysildecard) including the right to develop,
           manufacture and use sildenafil (PAH) with a view to its sale and marketing in any form in
           the UK, only for the pulmonary arterial hypertension (PAH) indication. Sildenafil (PAH) is
           no longer under exclusivity.
  (2)      The Divestment Business includes the transfer of all assets predominantly or exclusively
           used for the purposes of marketing sildenafil (PAH) in the UK. It includes in particular:
           (a)       the sale of existing sildenafil (PAH) finished product inventory, sales and
                     promotional material in UK to the extent available;
           (b)       all sildenafil (PAH)-related contracts, commitments, and customer records,
                     meaning customer credit records, customer invoices, purchase orders and contact
                     details, whilst only the information related to sildenafil (PAH) in the UK
                     specifically will be provided;125
           (c)       access to Mylan’s dossier for sildenafil (PAH) in order for the Purchaser to obtain
                     its own marketing authorization for sildenafil (PAH);126
           (d)       an irrevocable, assignable, sub-licensable and royalty-free license for all relevant
                     intellectual property rights, data books, records and effective arrangements for the
                     transfer of all know-how to the extent that these are related to the development,
                     manufacture, use of the Divestment Business with a view to its sale in UK; and
           (e)       Full transfer of the national trademark related to sildenafil (PAH) in the UK or, in
                     case of a wider than national specific sildenafil (PAH) trademark, an irrevocable,
                     assignable, sub-licensable, perpetual and royalty free license to use the trademark
                     for the Divestment Business.
(f)        The items referred to under (a) - (e) are hereinafter collectively referred to as "Assets of the
           Divestment Business".127
  (3)      If and to the extent that the know-how listed in paragraph 2(d) above of this Schedule is not
           exclusively or predominantly related to, and not exclusively used in respect of, the
           manufacture, use and sale of sildenafil (PAH) in UK, Mylan shall have the right to retain the
           ownership of such asset and shall grant to the Purchaser at no additional charge an exclusive
           and perpetual right to use such asset for the manufacture, use and sale of sildenafil (PAH) in
           UK.
  (4)      Pending the Purchaser applying for its own marketing authorizations for the Divestment
           Business, Mylan will appoint the Purchaser as the exclusive distributor of the Divestment
  125 Mylan will include all customer lists and records since 2014 in the Divestment Business.
  126 Mylan’s marketing authorization for sildenafil (PAH) was obtained via the centralized procedure and
      therefore cannot be transferred only as it relates to one country to the Purchaser (see explanation in the
      Form RM).
  127 For the avoidance of doubt, the Divestment Business is transferred subject to any contractual obligations
      (including any confidentiality obligations) or restrictions applicable thereto in favor of third parties,
      including those as to development, manufacture, distribution, marketing and sale.
                                                            94
 ---pagebreak---      Business for a period of up to two years and will, during this period, support the Purchaser
     in applying for its own marketing authorizations. During this two-year period, Mylan shall
     enter into a transitory non-exclusive manufacturing and/or supply agreement relating to the
     existing forms of the product in the UK.
(5)  At the option of the Purchaser, Mylan shall enter into a transitory non-exclusive
     manufacturing and/or supply agreement relating to the existing forms of the product in the
     UK for an additional year after the two-year period noted above (i.e., up to three years in
     total). This period may be extended by one year, and an additional year thereafter, upon
     request by the Purchaser and subject to the approval of the Monitoring Trustee on the basis
     that such extension is necessary for the Purchaser to continue commercializing the
     Divestment Business. Such transitory arrangement shall include appropriate provisions
     designed to ensure the continued supply by Mylan to the Purchaser. It shall not contain
     provisions requiring the delivery of minimum supply volumes or batches.
(6)  The Parties also undertake to ensure that the applicable supply conditions described in the
     preceding two paragraphs will enable the Divestment Business to remain competitive
     irrespective of any adverse conditions resulting from the consequences of the exit of the
     United Kingdom from the European Union.
(7)  Mylan will transfer all historical information (orders; price; etc.) concerning its relationship
     with […] regarding the regional tender contracts for sildenafil (PAH) in the UK. Mylan
     commits to make its best efforts to support the Purchaser to obtain […] consent for the
     transfer the tender contract.
(8)  Mylan commits to continue its participation in tenders for the Divestment Business up until
     Divestment Closing. If Mylan were to win any tenders pertaining to sildenafil (PAH) before
     Divestment Closing, Mylan commits to make its best efforts to facilitate the assignment of
     the relationship or the contract in line with the provisions contained in this Schedule
     concerning existing tender contracts.
(9)  Mylan commits to make its best efforts to cooperate with the Purchaser to effectuate the
     transfer of the Divestment Business and to undertake all regulatory changes that would be
     required as a result of such transfer. Until transfer of the Divestment Business, Mylan will
     bear the costs for updates to maintain the current registration of the dossier of the
     Divestment Business. In addition, Mylan will bear the dossier preparation and regulatory
     filing costs for all the updates of the dossier triggered by the transfer of the Divestment
     Business to the Purchaser.
(10) The Purchaser will be given an option (to be exercised within one year after the Divestment
     Closing) to hire one or more Personnel, subject to applicable local employment legislation,
     who would be considered necessary to maintain the viability, marketability and
     competitiveness of this Divestment Business to be supervised by the Monitoring Trustee.
(11) The Divestment Business shall not include:
     (a)        any manufacturing facility;
     (b)        raw materials;
     (c)        any research and development, clinical data and studies or intellectual property
                relating to sildenafil (PAH) after Divestment Closing;
     (d)        all marketing authorizations currently held by the Parties for sildenafil (PAH);
                                                    95
 ---pagebreak---         (e)        any other asset not part of the Divestment Business or which is used in relation to a
                   business of the Parties other than the Divestment Business;
        (f)        the “Mylan” name, Mylan trademark and Mylan trade dress or trade dress of any
                   of its subsidiaries;128 and
        (g)        monies owed to the Parties by customers for the purchase of sildenafil (PAH), and
                   monies owed by the Parties to suppliers for materials used in the production of
                   sildenafil (PAH).
(12)    If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but
        which is both used (exclusively or not) in the Divestment Business and necessary for the
        continued viability and competitiveness of the Divestment Business, that asset or personnel
        or adequate substitute will be offered to the Purchaser.
                                                   *****
128 With the exception of the sale of inventory existing at Divestment Closing and sold to the Purchaser.
                                                           96