CELEX: 32015M7276
Language: en
Date: 2015-01-28 00:00:00
Title: Commission Decision of 28/01/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7276 - GLAXOSMITHKLINE / NOVARTIS VACCINES BUSINESS (EXCL. INFLUENZA) / NOVARTIS CONSUMER HEALTH BUSINESS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 28.1.2015
C(2015) 539 final

                                        [pic]

To the notifying party:

To the Notifying Party:

Dear Madam(s) and/or Sir(s),

Subject:    Case M.7276 – GLAXOSMITHKLINE/ NOVARTIS VACCINES BUSINESS (EXCL. INFLUENZA)/ NOVARTIS CONSUMER HEALTH BUSINESS
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1]

   1) On 28 November 2014, the European Commission received notification of a  proposed  concentration  pursuant  to  Article  4  of  the  Merger
      Regulation by which GlaxoSmithKline plc ("GSK") acquires the global human vaccines business (the "Novartis Vaccines business") of  Novartis
      AG ("Novartis"), with the exception of Novartis' human flu vaccine business (the "Influenza business"), by way of purchase of  assets.  GSK
      and Novartis are also creating a new venture, under the sole control of GSK, combining their non-prescription (over the counter –  "OTC"  –
      or "consumer health") activities. GSK is hereinafter referred to as the "Notifying  Party".  GSK  and  Novartis  are  referred  to  as  the
      "Parties". Novartis' contributed OTC activities are referred to as the "Novartis Consumer Health business", and the new venture is referred
      to as "the OTC JV". The Vaccines and OTC operations are together referred to as the "Transaction".[2]

       THE PARTIES

   2) GSK is a global pharmaceutical company headquartered in the UK. It is active in research, development, manufacturing and marketing in  four
      general product areas: prescription pharmaceuticals and vaccines,  consumer  healthcare  products,  dermatological  products  (through  its
      subsidiary Stiefel), and HIV/Aids pharmaceuticals (through the ViiV joint venture with Pfizer).

   3) Novartis is a global pharmaceutical company headquartered in  Switzerland.  It  is  active  in  research,  development,  manufacturing  and
      marketing of pharmaceuticals, generic pharmaceuticals (via its subsidiary Sandoz), vaccines and consumer health products.

   4) The Novartis Vaccines business comprises vaccines that treat adult tickborne and Japanese encephalitis, rabies and meningococcal  diseases.
      Novartis has also sales in monovalent and combination tetanus and diphtheria vaccines. In addition, Novartis currently has  three  pipeline
      products in the early stage of development, targeting five meningococcal serogroups (MenABCWY) for adolescents, group B  streptococcus  for
      adults and adolescents, and Pseudomonas Aeruginosa.

   5) The Novartis Consumer Health business includes branded products in several segments such as  cold  and  flu,  pain  management,  cold  sore
      management and smoking cessation. In cold sore management, Novartis supplies antiviral creams containing the active  substance  penciclovir
      under the brands Fenivir, Pencivir, Vectavir, Vectatone and Fenistil. As regards smoking cessation, Novartis markets  under  the  Nicorette
      brand a range of NRT products in the form of patches, gums, and lozenges in the majority of the EEA countries. Novartis also offers a range
      of different cold and flu treatments, with a particular focus on topical nasal preparations (Otrivin). Its product selection also  includes
      multi-symptom cold and flu treatments (Theraflu), throat preparations (Orofar), cough treatments (Sinecod), and  chest  rubs  (Pulmex).  In
      pain management, Novartis supplies Voltaren across the EEA.

       THE OPERATION AND CONCENTRATION

      The Transaction

   6) On 22 April 2014, the Parties signed an agreement, further amended by  several  agreements  on  29  May  2014,  foreseeing  a  three  steps
      transaction:

        a) GSK is acquiring Novartis' global human Vaccines business, excluding the Influenza business.[3]

        b) GSK and Novartis are combining in a new venture their global activities in Consumer Health  (i.e.  their  non-prescription  business,
           also called over the counter or OTC),[4] over which GSK will be the one exercising decisive influence; Novartis rights are limited to
           minority protection rights.

        c) Novartis will acquire part of the GSK oncology business portfolio. This transaction is assessed separately by the Commission in  Case
           M.7275 – Novartis / GlaxoSmithKline Oncology Business.

   7) The Vaccines and the OTC operations are notified together as GSK acquires control both of the  Vaccines  and  of  the  Consumer  Healthcare
      businesses and qualify for review as a single concentration under the Merger Regulation.

   8) According to the Notifying Party, the Transaction is intended to accelerate GSK's strategy to generate sustainable sales growth and improve
      GSK's long term earnings as it will strengthen two of its core business: Vaccines and OTC products. According to the Notifying  Party,  the
      Transaction will enable GSK and the OTC JV to compete more effectively on the concerned markets.

      Sole control of the OTC JV

   9) GSK will acquire 63.5% of the OTC JV and Novartis will own a minority shareholding of 36.5%. GSK will be  responsible  for  the  day-to-day
      running and the overall direction, supervision, and management of the OTC JV. In addition, GSK will […]. GSK  will  appoint  7  out  of  11
      members of the OTC JV's Board of Directors. Novartis will appoint the remaining 4. […].[5]

  10) As the Transaction does not create a joint venture in which the parties share equally the voting rights, joint control could only arise  in
      this case out of (i) veto rights with respect to decisions that are essential for the strategic commercial behaviour of a joint venture; or
      (ii) commonality of shareholders' interests.

  11) Veto rights that can be relevant for establishing control are those concerning budgets,  appointment  of  management,  business  plans  and
      investments, as well as other  certain other rights such as the right to determine the OTC JV's pricing policy.

  12) Novartis' approval is required in matters such as […]. As such these matters  are  not  decisive  for  the  competitive  strategy  OTC  JV.
      Moreover, Novartis […]. These powers conferred on Novartis are intended to protect the value of its minority interest in  the  OTC  JV  and
      will not grant control.

  13) Further, there is not a sufficiently high degree of mutual dependency among GSK and Novartis or  any  other  factors  that  would  lead  to
      commonality of interests between GSK and Novartis in determining OTC JV's strategy, beyond the common interest inherent  to  any  long-term
      commercial agreement.

      Conclusion on the concentration

  14) The Commission therefore concludes that the Transaction constitutes a concentration within the meaning of Article  3(1)(b)  of  the  Merger
      Regulation.

       EU DIMENSION

  15) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (GSK: EUR 30 578 million; Novartis'
      Consumer Health Business: EUR [2 000-3 000] million;  Novartis'  Vaccines  Business  excluding  the  Influenza  business:  EUR  [500-1 000]
      million).[6] Each of them has an EU-wide turnover in excess of EUR 250 million (GSK: EUR [5 000-10 000] million; Novartis' Consumer  Health
      Business: EUR [500-1 000] million; Novartis' Vaccines Business excluding the Influenza business: EUR [0-500]  million),  but  they  do  not
      achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State.

  16) The Transaction therefore has an EU dimension within the meaning of Article 1(2) of the Merger Regulation.

       VACCINES

   1) Vaccines are biological medicinal products designed to improve immunity against one or several diseases. They stimulate the  immune  system
      by introducing weakened forms of the live organisms, its toxins or its surface proteins in the body. The immune  system  is  then  able  to
      recognize the agent and destroy it more easily. Vaccines exist for both viral and bacterial diseases and  can  be  based  on  activated  or
      inactivated organisms as well as derived products. Following marketing authorisation, vaccines for specific diseases may be  mandatory  and
      included in national immunisation schedules.

   2) The global Vaccines industry was valued at USD 26 billion in 2013.[7]

  17) GSK has 30 different human vaccines against a large variety of bacterial and viral diseases such as hepatitis (A  and  B),  diphtheria  and
      tetanus, pertussis, measles, mumps, rubella, polio, typhoid, influenza and bacterial meningitis.

  18) Novartis' portfolio contains 13 vaccines for treatment against a variety of bacterial and viral  diseases  such  as  bacterial  meningitis,
      rabies, as well as legacy sales of polio vaccines and sales of antigen for diphtheria and tetanus.

  19) The areas of horizontal overlap between the Parties' vaccines are:

        a) Meningococcal vaccines;

        b) Diphtheria and tetanus vaccines;

        c) Typhoid and hepatitis A vaccines.

  20) A vertical relationship also arises between the Parties regarding the bulk production of antigens used in vaccines manufacturing.

1 Relevant product markets

1 Meningococcal vaccines

   3) Bacterial meningitis is the main disease targeted by meningococcal vaccines and is an infection  of  the  meninges  (protective  membranes)
      around the brain and spinal cord. Meningococcus (Neisseria meningitidis) is one of the three bacteria causing bacterial  meningitis.  There
      are at least 13 meningococcal serogroups, five of which cause the majority of cases of meningococcal disease: A, B, C, W, and  Y.  Vaccines
      are currently available against all five of these most common serogroups. While vaccination against one serogroup does  not  create  cross-
      immunity against any other serogroup, there exist polyvalent vaccines that provide immunisation against more than one serogroup.

   4) Meningococcal vaccines exist in two different forms: polysaccharide[8] vaccines ("PS" vaccines) induce a less enduring immune response than
      conjugate vaccines ("CJ" vaccines), which attach the polysaccharide antigen to a protein carrier (such as diphtheria or tetanus toxoids).

   5)  The following types of meningococcal vaccines ("Men vaccines") are currently marketed in the EEA: MenC CJ, MenAC CJ, MenACWY  PS,  MenACWY
      CJ, MenB, and MenC-Hib[9] CJ. The letters after 'Men' indicate which serogroup(s) the vaccine targets.

   6) In the EEA, GSK markets MenACWY CJ, MenACWY PS and MenC-Hib vaccines, while Novartis markets MenACWY CJ, MenB and MenC CJ vaccines.

      The Notifying Party's arguments

   7) The Notifying Party submits that MenC, MenACWY, MenB and MenC-Hib vaccines each constitute separate product markets, whereas MenACWY PS and
      MenACWY CJ vaccines are part of the same market.

   8) MenB vaccine provides protection for serogroup B while MenC,  MenACWY  and  MenC-Hib  cannot  provide  immunization  against  serogroup  B.
      Therefore, the Notifying Party submits that MenB is a separate product market.

   9) MenC-Hib is designed for a specific requirement in the UK and is not sold anywhere else in the EEA but for minor sales  in  Poland.  It  is
      used as a booster for protection against both Hib and MenC.[10] The Notifying Party considers that monovalent MenC and Hib vaccines do  not
      compete with MenC-Hib as boosters because of the desire to limit injections for infants and  adolescents,  and  to  some  extent  also  for
      adults.

  10) The Notifying Party considers MenACWY and MenC vaccines as two different markets for the following reasons. First, the  two  vaccines  have
      different age recommendations since MenC is approved for use after 2 months of life and MenACWY after  1  to  2  years.  Second,  MenC  and
      MenACWY vaccines are priced differently, which results from the fact that only the former  is  included  in  most  of  the  EEA  countries'
      national vaccine schedules. Last, and most importantly, each vaccine covers a different scope in terms of serogroups, which means that MenC
      vaccines cannot be used as a substitute for MenACWY in patients requiring immunisation against serogroups A, W and Y.

  11) Considering MenACWY PS and MenACWY CJ vaccines are protecting against the same serogroups, and considering  MenACWY  PS  vaccine  is  being
      phased out by the more efficient MenACWY CJ vaccine, the Notifying Party further submits that they belong to the same product market.

      Previous decisional practice

  12) The Commission has not yet had the opportunity to define product markets in the meningococcal vaccines area.

      Commission's assessment

      MenC and MenACWY

  21) Evidence from the market investigation confirms that MenACWY and MenC are  used  to  protect  against  different  serogroups  of  bacterial
      meningitis. While MenC vaccines protect against serogroup C only, MenACWY vaccines protect against serogroups A,  C,  W  and  Y.  Customers
      indicated that MenACWY vaccines would be administered to "people [at risk of being] exposed to a case of meningococcal infection (serogroup
      A, Y or W)".[11] The substitutability between the two vaccines in these type of cases is limited, as MenACWY vaccines can be  used  against
      serogroup C, but MenC vaccines cannot be used against serogroups A, W and Y.

  13) Respondents in the market investigation highlighted that, with the  exception  of  Greece[12]  and  Austria,[13]  MenC  vaccines  are  more
      appropriate than MenACWY vaccines for national vaccination schedules in the EEA: "currently, in most EU countries only the  MenC  conjugate
      is included in the infant immunisation program".[14] MenC vaccines are recommended in the vaccination schedules of 16 EEA countries,  while
      only Greece and Austria added MenACWY vaccines to their national vaccinations schedules.

  14) In particular, a competitor provided the following four main reasons against the inclusion of  MenACWY  vaccines  in  national  vaccination
      schedules:

        a) "there is no epidemiological data supporting the need for immunisation against Men A, W, and Y in Europe;

        b) the tetravalent vaccine is more expensive (not so much the case in Germany, but in most European countries);

        c) the licence of the tetravalent vaccine does not fully cover the age group for which vaccination is recommended;

        d) there is insufficient clinical data."[15]

  22) Once a specific vaccine (typically MenC) is included in the immunisation schedules, immunisation bodies only procure that specific type  of
      vaccines, for example by restricting the specifications in the tender documentation.

  23) The great majority of vaccines customers confirmed that MenACWY is administered mainly to travellers, in particular in the context  of  the
      "Hajj and Oumra [pilgrimages] to Saudi Arabia"[16],[17] or travels "to the  „Meningitis  Belt”  which  is  in  sub-Saharan  Africa".[18]  A
      competitor further confirmed that "in Europe with the exception of Greece and Austria, the MenACWY vaccine  is  used  for  travellers",[19]
      while a customer indicated that "MenC is not relevant for travellers".[20] Indeed, MenACWY is more  appropriate  since  travellers  usually
      need protection to additional serogroups on top of serogroup C: "people requiring  active  immunisation  against  meningococcal  meningitis
      caused by group A, C, W135 and Y meningococcal in adults/children who are visiting endemic/epidemic  areas  and  Hajj/Umrah  pilgrimage  in
      Saudi Arabia".[21]

  24) In light of the above, and in particular due to their protection against different serogroups and their targeting of  different  customers,
      the Commission takes the view that MenC and MenACWY vaccines constitute different product markets.

      MenACWY PS and CJ

  15) Responses to the market investigation confirmed that MenACWY PS and CJ vaccines provide protection against the same serogroups (A, C, W and
      Y). MenACWY PS is generally viewed as a less efficacious alternative to MenACWY CJ.

  25) In light of the above, the Commission takes the view that MenACWY PS and CJ vaccines are part of the same product market.

      MenB

  16) Responses to the market investigation confirmed that there is to date no multivalent vaccine providing protection against serogroup B,  and
      that such a vaccine is unlikely to become available in the near future. Although Novartis is developing a (pipeline)  MenABCWY  vaccine,  a
      competitor submitted that "the idea of pentavalent vaccine must be regarded with scepticism […] The past has shown  that  putting  antigens
      together is not easy and not always effective. It is possible that a combination of MenB and MenACWY vaccines would prove ineffective  even
      if the two separate vaccines worked when injected at the same time".[22]

  17) In light of the above, and in particular due to their protection against different serogroups, the Commission  takes  the  view  that  MenB
      vaccines constitute a separate product market. The question whether MenABCWY vaccines might have to be included in this market or in  other
      meningococcal vaccines markets can be left open, as competitive concerns arise regarding MenACWY vaccines irrespective of the inclusion  of
      MenABCWY vaccines.

      MenC-Hib

  26) Responses to the market investigation confirmed that the UK national vaccination schedule requires a MenC-Hib booster at  12  months:  "The
      MenC-Hib vaccine, procured from GSK, is given as a booster vaccination [in the UK] at age 12  months".[23]  That  product  is  specifically
      designed for the UK market,[24] and a UK customer suggested that the monovalent Hib vaccine is difficult to  source  in  the  UK  as  "such
      products [monovalent Hib, D and T vaccines] are difficult to be found in the market and they are exception. Combination vaccines  are  more
      convenient and there is a general preference towards them". [25]

  27) In light of the above, and in particular due to their protection against a very specific combination of infectious diseases  and  to  their
      being designed to respond to a peculiar feature of the UK vaccination schedule, the  Commission  takes  the  view  that  MenC-Hib  vaccines
      constitute a separate product market in the UK. The Commission does not need to conclude regarding the other EEA countries as the  MenC-Hib
      vaccine is only marketed in the UK.

      Conclusion on meningococcal vaccines

  28) The Commission takes the view that MenACWY vaccines (both PS and CJ), MenB vaccines, MenC vaccines and MenC-Hib  vaccines  each  constitute
      separate product markets. The question whether MenABCWY vaccines, which are being developed but  are  not  currently  marketed,  should  be
      included in one or more of these markets can be left open.

2 Diphtheria and tetanus vaccines

  18) Diphtheria is a respiratory illness caused by the Corynebacterium Diphteriae bacterium and characterized by sore throat, low fever  and  an
      adherent membrane on the tonsils, pharynx and/or nasal cavity. Tetanus  is  caused  by  the  Clostridium  Tetani  bacterium  and  is  often
      associated with rust. It is characterized by tightening of muscles and can lead to the locking of the jaw.

  19) Immunisation against diphtheria and tetanus is usually achieved through combination vaccines. Monovalent vaccines are  available  for  both
      diseases, although they are not widely used. Lower dosage diphtheria vaccines ("d" vaccines) are used as a booster and concern  adults  and
      children from age 5 or 7 onwards, whereas higher dosage vaccines ("D" vaccines) are used for  primary  immunisation  typically  in  infants
      under the age of 6 or 7. These vaccines can either be combination vaccines for diphtheria and  tetanus  only,  or  more  commonly  "broader
      combination vaccines" that also provide immunisation against other diseases such as pertussis,[26] poliomyelitis (IPV), hepatitis B (HepB),
      and Hib.

  20) The following types of diphtheria and tetanus vaccines are marketed  in  the  EEA:  monovalent  diphtheria  (D),  monovalent  tetanus  (T),
      combination diphtheria and tetanus for infants (DT), combination diphtheria and tetanus for adults (dT), broader combination  vaccines  for
      infants (DTaP, DTaP-IPV, DTaP-Hib, DTaP-IPV-Hib, DTaP-IPV-Hib-HepB, DTwP, and DTwP-IPV) and broader combination vaccines for adults  (dTaP,
      dTaP-IPV, and dT-IPV).

  21) In the EEA, Novartis markets D, T and dT vaccines, while GSK markets dT and DT vaccines, as well  as  broader  combination  paediatric  and
      adult vaccines.

      The Notifying Party's argument

  22) The Notifying Party considers that dT vaccines do not compete with D and DT vaccines, or with broader  combination  vaccines.  Nonetheless,
      the Notifying Party considers dT vaccines compete to a limited extent with monovalent T vaccines for tetanus prophylaxis.[27]

  23) Given that low-dose and high-dose diphtheria vaccines do not target the same population, the Notifying Party considers dT vaccines  do  not
      compete with DT vaccines.

  24) According to the Notifying Party, in the EEA, national vaccination schedules for  paediatrics  are  designed  to  minimise  the  number  of
      injections and allow for the joint administration of several vaccines at a time, typically including  diphtheria,  tetanus,  pertussis  and
      poliomyelitis. Broader combination vaccines are therefore preferred, as they limit  the  number  of  injections  required.  Therefore,  the
      Notifying Party submits that DT and dT vaccines do not generally compete with paediatric broader combination vaccines.  The  same  argument
      would apply regarding adult broader combination vaccines.

  25) The Notifying Party submits that dT vaccines do not compete with  monovalent  D  vaccines.  Routine  immunisation  for  diphtheria  usually
      coincides with immunisation for tetanus. In this case, bivalent vaccines are typically preferred because they require only one injection.

      Previous decisional practice

  26) The Commission has not yet had the opportunity to define product markets in the diphtheria and tetanus vaccines space.

      Commission's assessment

  27) Even though the majority of respondents to the market investigation do not  distinguish  between  dT  and  DT  vaccines,[28]  a  number  of
      customers' replies suggested a different usage: "the difference between "d-" and "D-" vaccine is the diphtheria dosage. A capital D means a
      primary immunization dose of diphtheria for children's vaccination while small d implies  booster  strength  of  diphtheria  which  can  be
      administrated to all ages",[29] "the diphtheria compound in the adult  vaccine  is  10  times  smaller  than  the  one  in  the  paediatric
      vaccine".[30]

  28) Respondents broadly confirmed that national immunisation schedules for diphtheria and tetanus usually coincide  with  schedules  for  other
      vaccines, including pertussis and poliomyelitis.[31] Therefore, broader combination vaccines would be preferred to dT/DT vaccines in  order
      to limit the number of injections. Adult dT vaccines would not  compete  with  broader  combination  vaccines  since  national  vaccination
      schedules do not typically require boosters of other diseases for adults.

  29) Customers explained that in order to minimise the number  of  injections,  multivalent  or  bivalent  vaccines  are  usually  preferred  to
      monovalent D and T vaccine for boosters. Concerning in particular diphtheria booster, bivalent dT vaccines have relatively low  prices  and
      are widely available.[32]

  30) Nonetheless, both T and dT vaccines are used when emergency tetanus vaccination is needed: "hospitals especially keep using T vaccine  only
      or dT in the emergency rooms for tetanus prophylaxis since TdaP [dTaP] is more expensive".[33]

  31) For all the above-mentioned reasons, the Commission takes the view that monovalent and bivalent diphtheria and tetanus vaccines (D,  T,  dT
      and DT vaccines) should be distinguished from broader combination vaccines for the purpose of market definition. D and DT  vaccines  should
      also be distinguished from dT and T vaccines. However, it is not necessary to conclude on the exact market definition(s) related to dT  and
      T vaccines, as serious doubts as to the Transaction's compatibility with the internal market arise irrespective of the exact product market
      definition (in the affected markets, the same suppliers provide dT and T vaccines, see below in Section IV.3.3).

3 Hepatitis and typhoid vaccines

  32) Vaccines against hepatitis A and typhoid are typical traveller vaccines. Protection either against hepatitis A, typhoid or both is provided
      in the EEA countries by the following oral and injectable vaccines: monovalent hepatitis A; monovalent  typhoid;  bivalent  hepatitis  A  /
      hepatitis B; bivalent hepatitis A / typhoid.

  33) GSK markets all four above-mentioned vaccines in the EEA. Novartis is not active in these  areas,  with  the  exception  of  Germany  where
      Novartis distributes Crucell's monovalent vaccines against hepatitis A and typhoid.

      The Notifying Party's argument

  34) The Notifying Party submits that monovalent hepatitis and monovalent typhoid vaccines are  independent  markets  from  the  above-mentioned
      bivalent vaccines. Substitution with bivalent vaccines is limited to travellers planning to visit countries where protection against two or
      more type of diseases including hepatitis A, hepatitis B and typhoid is required.

      Previous decisional practice

  35) The Commission has not yet had the opportunity to define product markets in the hepatitis and typhoid vaccines space.

      Commission's assessment

  36) Responses to the market investigation suggest that hepatitis A and typhoid vaccines belong to  the  traveller  segment:  "the  hepatitis  A
      vaccine belongs to the travellers segment",[34] "the typhoid vaccine is administrated to subjects who do travel from non-endemic  areas  to
      endemic areas".[35] Therefore, the appropriate vaccine (monovalent or bivalent) is chosen in light of the country in which the  subject  is
      travelling.

  37) In any event, the market definition related to typhoid and hepatitis A  vaccines  can  be  left  open  as  no  competitive  concerns  arise
      irrespective of the exact product market definition.

4 Bulk antigens

  38) Novartis is active in the upstream production of bulk diphtheria and tetanus antigens and also bulk diphtheria carrier proteins. Whilst the
      antigen provides immunity against the targeted disease (e.g., against tetanus in the  case  of  a  tetanus  antigen)  the  carrier  protein
      provides no such immunity; rather the carrier protein increases the immunogenic efficacy of a different antigen. The carrier protein is not
      immunogenic and cannot be used as an antigen.

  39) The carrier proteins area will not be considered further since neither GSK nor Novartis are  active  in  this  area  (except  for  internal
      purposes). On the other hand, Novartis sells diphtheria and tetanus antigens to third parties, including GSK. GSK uses the antigens  as  an
      input for its downstream vaccines businesses.

      The Notifying Party's argument

  40) The Notifying Party submits there is no need to delineate the market for bulk antigens since no competitive concerns arise irrespective  of
      the exact product market definition.

      Previous decisional practice

  41) The Commission has not yet had the opportunity to define product markets in the area of bulk antigen production.

      Commission's assessment

  42) A respondent from the market investigation submitted that each vaccine relies on one or more specific antigen(s): "development of a vaccine
      using alternative suppliers [of antigens] would require 5-7 years of  development  and  clinical  testing  before  it  could  come  to  the
      market".[36] This suggests that each antigen is a separate product market since each vaccine is authorised with a specific antigen.

  43)

  44) In any event, the market definition related to bulk antigens can be left open as no competitive concerns arise irrespective  of  the  exact
      product market definition.

2 Relevant geographic markets

1 Vaccines

  45) In line with past decisions, the vaccine markets are analysed at the national level.  The Notifying Party  does  not  contest  such  market
      definition  .[37]

  46) Responses to the market investigation confirmed the national scope of the vaccine market, in particular in  light  of  national  regulatory
      frameworks, national vaccination schedules, prices and reimbursement. A competitor  submitted  in  particular  that  vaccines  "prices  and
      reimbursement levels are being established by the national authorities".[38]

2 Bulk antigens

  47) The Commission has previously considered the markets of active pharmaceutical ingredients  (API)  to  be  geographically  larger  than  the
      markets for finished pharmaceutical products, with their scope likely to be at least EEA-wide in scope.[39] Regarding the markets for  bulk
      antigens, such a market definition is in line with the Notifying Party's submission.[40]

3 Competitive assessment

1 Introduction

  29) In the vaccines space, the Transaction will lead to horizontal overlaps regarding (a) MenACWY vaccines in a number of EEA countries; (b) dT
      vaccines in Germany and Italy; (c) hepatitis and typhoid vaccines in Germany. It will also lead to a vertical relationship between upstream
      markets for bulk diphtheria and tetanus antigens and downstream markets for vaccines.

2 Horizontal overlaps – Meningococcal vaccines

  30) The only two suppliers of MenACWY vaccines marketed in the EEA are Novartis, with its Menveo CJ vaccine, and GSK, with its Mencevax PS  and
      Nimenrix CJ vaccines.

      The Notifying Party's arguments

  31) Novartis marketed the first MenACWY CJ vaccine in the EEA in  2010,  followed  by  GSK  in  2012.  The  Notifying  Party  acknowledges  the
      concentration is a merger to monopoly in 13 EEA countries.[41] In Sweden, Norway and Finland, Novartis distributes Menveo through  […].  In
      these countries, Novartis does not set or control prices; these are determined by […]. Therefore, the Notifying  Party  does  not  consider
      these three countries as part of the overlap.

  32) The Notifying Party claims that it has a strategy of [discussion on the Notifying Party's EEA strategy regarding MenACWY  vaccines].  Since
      national bodies will assess the cost-benefit advantage of including MenACWY vaccines in their schedules, GSK  will  have  no  incentive  to
      increase its prices post-merger. Furthermore, most EEA countries have price control mechanisms (such as caps  on  price  increases,  profit
      controls, price-setting by governmental bodies, or reference pricing systems) which would prevent a monopolist from raising prices.

  33) The Notifying Party submits that there are at least two competitors ready to enter the market,  potentially  strengthening  competition  in
      MenACWY vaccines: (1) Sanofi-Pasteur with its Menactra vaccine, currently marketed in the US, and (2) JN International  with  a  phase  III
      clinical trial MenACWY vaccine developed in the US and aimed for international markets.

  34) The Notifying Party therefore argues that the transaction would not impede effective competition in the EEA.

      Commission's assessment

  35) Concerning MenACWY vaccines, the proposed concentration is a merger to monopoly in 13 EEA countries, with varying increments  as  indicated
      in the table below:

         Table 1: Market size and market shares in value of the Parties in the EEA affected countries for MenACWY vaccines, 2011-2013[42]

|Country            |Year                                  |Market size                          |GSK                              |
|                   |                                      |(€ '000s)                            |                                 |
|                      |Value          |%                               |Value                   |%                     |Value                   |
|Belgium               |2013           |[10,000-11,000]                 |[40-50]%                |[10-20]%              |[50-60]%                |
|                      |2012           |[9,000-10,000]                  |[40-50]%                |[10-20]%              |[50-60]%                |
|                      |2011           |[9,000-10,000]                  |[30-40]%                |[10-20]%              |[50-60]%                |
|France                |2013           |[50,000-60,000]                 |[10-20]%                |[20-30]%              |[30-40]%                |
|                      |2012           |[60,000-70,000]                 |[10-20]%                |[20-30]%              |[40-50]%                |
|                      |2011           |[60,000-70,000]                 |[10-20]%                |[20-30]%              |[30-40]%                |
|                      |2013           |[19,000-20,000]                 |[5-10]%                 |[30-40]%              |[30-40]%                |
|Germany               |               |                                |                        |                      |                        |
|                      |2012           |[16,000-17,000]                 |[0-5]%                  |[30-40]%              |[40-50]%                |
|                      |2011           |[16,000-17,000]                 |[0-5]%                  |[30-40]%              |[40-50]%                |
|Hungary               |2013           |[1,000-2,000]                   |[40-50]%                |[5-10]%               |[50-60]%                |
|                      |2012           |[1,000-2,000]                   |[40-50]%                |[10-20]%              |[50-60]%                |
|                      |2011           |[1,000-2,000]                   |[40-50]%                |[10-20]%              |[50-60]%                |
|                      |2013           |[12,000-13,000]                 |[20-30]%                |[5-10]%               |[30-40]%                |
|Ireland               |               |                                |                        |                      |                        |
|                      |2012           |[13,000-14,000]                 |[20-30]%                |[5-10]%               |[30-40]%                |
|                      |2011           |[11,000-12,000]                 |[20-30]%                |[5-10]%               |[30-40]%                |
|                      |2013           |[7,000-8,000]                   |[30-40]%                |<[0-5]%               |[30-40]%                |
|Italy                 |               |                                |                        |                      |                        |
|                      |2012           |[9,000-10,000]                  |[30-40]%                |<[0-5]%               |[30-40]%                |
|                      |2011           |[9,000-10,000]                  |[30-40]%                |<[0-5]%               |[30-40]%                |
|                      |2013           |[0-1,000]                       |[10-20]%                |[30-40]%              |[50-60]%                |
|Luxembourg            |               |                                |                        |                      |                        |
|                      |2012           |[0-1,000]                       |[10-20]%                |[40-50]%              |[50-60]%                |
|                      |2011           |[0-1,000]                       |[10-20]%                |[40-50]%              |[50-60]%                |
|                      |2013           |[7,000-8,000]                   |[30-40]%                |[50-60]%              |[80-90]%                |
|Netherlands           |               |                                |                        |                      |                        |
|                      |2012           |[8,000-9,000]                   |[30-40]%                |[50-60]%              |[80-90]%                |
|                      |2011           |[7,000-8,000]                   |[30-40]%                |[40-50]%              |[80-90]%                |
|Portugal              |2013           |[2,000-3,000]                   |[40-50]%                |[20-30]%              |[60-70]%                |
|                      |2012           |[2,000-3,000]                   |[40-50]%                |[20-30]%              |[60-70]%                |
|                      |2011           |[2,000-3,000]                   |[10-20]%                |[30-40]%              |[50-60]%                |
|                      |2013           |[13,000-14,000]                 |[10-20]%                |[30-40]%              |[50-60]%                |
|Spain                 |               |                                |                        |                      |                        |
|                      |2012           |[11,000-12,000]                 |<[0-5]%                 |[40-50]%              |[40-50]%                |
|                      |2011           |[12,000-13,000]                 |<[0-5]%                 |[40-50]%              |[40-50]%                |
|Sweden                |2013           |[40,000-50,000]                 |[5-10]%                 |[30-40]%              |[40-50]%                |
|                      |2012           |[40,000-50,000]                 |[5-10]%                 |[40-50]%              |[50-60]%                |
|                      |2011           |[40,000-50,000]                 |[10-20]%                |[40-50]%              |[50-60]%                |
|UK                    |2013           |[90,000-100,000]                |[30-40]%                |[5-10]%               |[30-40]%                |
|                      |2012           |[110,000-120,000]               |[30-40]%                |[5-10]%               |[30-40]%                |
|                      |2011           |[100,000-110,000]               |[30-40]%                |[5-10]%               |[30-40]%                |

      Source: GSK, based on IMS Global Analysis data (Annex RFI 3 Q 3.1)

  36) By format, NRT products can be divided in: (i) patches, (ii) gums, (iii) lozenges, (iv) orally-dissolving strips and (v) sprays/inhalators.
      J&J, GSK and Novartis are strong players in different formats, as reflected in the market shares below.

  48) As for patches, GSK and Novartis have overlapping activities in several EEA countries. There are 14 affected markets (8 Group  1  markets),
      with a combined share of the Parties over 90% in several countries, as set out in the table  below.  The  Group  1  markets  are:  Belgium,
      France, Germany, Luxembourg, the Netherlands, Portugal, Sweden, and the UK.

                                 Table 7: Market size and market shares of the Parties in EEA affected countries
                                                            for NRT patches, 2011-2013

|Country                 |Year        |Market size                |GSK              |Novartis business|Combined          |
|                        |            |(€ '000s)                  |                 |                 |                  |
|Austria                 |2013        |[0-1,000]                  |<[0-5]%          |[20-30]%         |[20-30]%          |
|                        |2012        |[0-1,000]                  |<[0-5]%          |[20-30]%         |[20-30]%          |
|                        |2011        |[0-1,000]                  |<[0-5]%          |[30-40]%         |[30-40]%          |
|Belgium                 |2013        |[3,000-4,000]              |[80-90]%         |[10-20]%         |[90-100]%         |
|                        |2012        |[3,000-4,000]              |[70-80]%         |[10-20]%         |[90-100]%         |
|                        |2011        |[2,000-3,000]              |[70-80]%         |[10-20]%         |[90-100]%         |
|                        |2013        |[20,000-30,000]            |[10-20]%         |[20-30]%         |[40-50]%          |
|France                  |            |                           |                 |                 |                  |
|                        |2012        |[20,000-30,000]            |[10-20]%         |[20-30]%         |[40-50]%          |
|                        |2011        |[20,000-30,000]            |[20-30]%         |[20-30]%         |[40-50]%          |
|Germany                 |2013        |[5,000-6,000]              |[0-5]%           |[70-80]%         |[80-90]%          |
|                        |2012        |[4,000-5,000]              |[0-5]%           |[70-80]%         |[70-80]%          |
|                        |2011        |[5,000-6,000]              |[0-5]%           |[60-70]%         |[70-80]%          |
|                        |2013        |[0-1,000]                  |[70-80]%         |[0-5]%           |[70-80]%          |
|Hungary                 |            |                           |                 |                 |                  |
|                        |2012        |[0-1,000]                  |[60-70]%         |[0-5]%           |[60-70]%          |
|                        |2011        |[0-1,000]                  |[60-70]%         |[5-10]%          |[60-70]%          |
|                        |2013        |[3,000-4,000]              |[20-30]%         |[5-10]%          |[30-40]%          |
|Ireland                 |            |                           |                 |                 |                  |
|                        |2012        |[4,000-5,000]              |[20-30]%         |[5-10]%          |[30-40]%          |
|                        |2011        |[4,000-5,000]              |[30-40]%         |[5-10]%          |[30-40]%          |
|                        |2013        |[1,000-2,000]              |[80-90]%         |<[0-5]%          |[80-90]%          |
|Italy                   |            |                           |                 |                 |                  |
|                        |2012        |[1,000-2,000]              |[80-90]%         |<[0-5]%          |[80-90]%          |
|                        |2011        |[1,000-2,000]              |[70-80]%         |[0-5]%           |[80-90]%          |
|                        |2013        |[0-1,000]                  |[20-30]%         |[10-20]%         |[30-40]%          |
|Lithuania               |            |                           |                 |                 |                  |
|                        |2012        |[0-1,000]                  |[30-40]%         |[0-5]%           |[30-40]%          |
|                        |2011        |[0-1,000]                  |[40-50]%         |[0-5]%           |[40-50]%          |
|Luxembourg              |2013        |[0-1,000]                  |[20-30]%         |[70-80]%         |[90-100]%         |
|                        |2012        |[0-1,000]                  |[20-30]%         |[70-80]%         |[90-100]%         |
|                        |2011        |[0-1,000]                  |[20-30]%         |[70-80]%         |[90-100]%         |
|                        |2013        |[2,000-3,000]              |[60-70]%         |[30-40]%         |[90-100]%         |
|Netherlands             |            |                           |                 |                 |                  |
|                        |2012        |[2,000-3,000]              |[60-70]%         |[30-40]%         |[90-100]%         |
|                        |2011        |[2,000-3,000]              |[60-70]%         |[30-40]%         |[90-100]%         |
|Portugal                |2013        |[0-1,000]                  |[40-50]%         |[30-40]%         |[80-90]%          |
|                        |2012        |[0-1,000]                  |[40-50]%         |[30-40]%         |[80-90]%          |
|                        |2011        |[0-1,000]                  |[40-50]%         |[30-40]%         |[80-90]%          |
|Spain                   |2013        |[2,000-3,000]              |<[0-5]%          |[80-90]%         |[80-90]%          |
|                        |2012        |[2,000-3,000]              |<[0-5]%          |[80-90]%         |[80-90]%          |
|                        |2011        |[3,000-4,000]              |<[0-5]%          |[80-90]%         |[80-90]%          |
|                        |2013        |[3,000-4,000]              |[60-70]%         |[10-20]%         |[70-80]%          |
|Sweden                  |            |                           |                 |                 |                  |
|                        |2012        |[4,000-5,000]              |[50-60]%         |[20-30]%         |[70-80]%          |
|                        |2011        |[3,000-4,000]              |[50-60]%         |[20-30]%         |[70-80]%          |
|                        |2013        |[40,000-50,000]            |[40-50]%         |[5-10]%          |[50-60]%          |
|UK                      |            |                           |                 |                 |                  |
|                        |2012        |[50,000-60,000]            |[40-50]%         |[5-10]%          |[40-50]%          |
|                        |2011        |[50,000-60,000]            |[40-50]%         |[5-10]%          |[40-50]%          |

      Source: GSK, based on IMS Global Analysis dat,(Annex RFI 3 Q 3.3)

  49) As for gums, the Parties both sell nicotine gums in 3 affected countries (no Group 1 market): France (with an  increment  <[0-5]%),  Sweden
      (with an increment <[0-5]%) and the UK (combined market share of [20-30]% in 2013). GSK has a […]. It is planning […] in the EEA […], and a
      […]. Novartis is […].

                                 Table 8: Market size and market shares of the Parties in EEA affected countries
                                                             for NRT gums, 2011-2013

|Country                 |Year        |Market size                |GSK            |Novartis business|Combined         |
|                        |            |(€ '000s)                  |               |                 |                 |
|France                  |2013        |[17,000-18,000]            |<[0-5]%        |[20-30]%         |[20-30]%         |
|                        |2012        |[17,000-18,000]            |<[0-5]%        |[20-30]%         |[20-30]%         |
|                        |2011        |[17,000-18,000]            |<[0-5]%        |[20-30]%         |[20-30]%         |
|Sweden                  |2013        |[20,000-30,000]            |<[0-5]%        |[40-50]%         |[40-50]%         |
|                        |2012        |[20,000-30,000]            |<[0-5]%        |[40-50]%         |[40-50]%         |
|                        |2011        |[20,000-30,000]            |[0-5]%         |[40-50]%         |[40-50]%         |
|                        |2013        |[10,000-11,000]            |[5-10]%        |[10-20]%         |[20-30]%         |
|UK                      |            |                           |               |                 |                 |
|                        |2012        |[12,000- 13,000]           |[5-10]%        |[10-20]%         |[10-20]%         |
|                        |2011        |[11,000-12,000]            |[0-5]%         |[10-20]%         |[10-20]%         |

      Source: GSK, based on IMS Global Analysis data (Annex RFI 3 Q 3.3)

  50) As for lozenges, GSK and Novartis have overlapping activities in several EEA countries. There are 10 affected markets (9 Group 1  markets),
      with a combined share of the Parties over 90% in several countries, as set out in the  table  below.  The  Group  1  markets  are:  France,
      Germany, Hungary, Ireland, the Netherlands, Portugal, Spain, Sweden, and the UK.

  51) GSK's mini-lozenges format is notably popular with customers, and no other manufacturer offers this format.[112] GSK has a […]. Novartis is
      planning […].

  52) GSK has had issues with its lozenges manufacturing plant since the beginning of 2014, resulting in likely  lower  shares  in  2014.  It  is
      expected to regain sales in 2015.

                                 Table 9: Market size and market shares of the Parties in EEA affected countries
                                                           for NRT lozenges, 2011-2013

|Country                 |Year        |Market size              |GSK                 |Novartis business |Combined              |
|                        |            |(€ '000s)                |                    |                  |                      |
|France                  |2013        |[14,000-15,000]          |[40-50]%            |[10-20]%          |[50-60]%              |
|                        |2012        |[13,000-14,000]          |[40-50]%            |[10-20]%          |[50-60]%              |
|                        |2011        |[11,000-12,000]          |[40-50]%            |[5-10]%           |[50-60]%              |
|Germany                 |2013        |[2,000-3,000]            |[30-40]%            |[40-50]%          |[70-80]%              |
|                        |2012        |[1,000-2,000]            |[40-50]%            |[50-60]%          |[90-100]%             |
|                        |2011        |[1,000-2,000]            |[40-50]%            |[50-60]%          |[90-100]%             |
|                        |2013        |[0-1,000]                |[80-90]%            |[10-20]%          |[90-100]%             |
|Hungary                 |            |                         |                    |                  |                      |
|                        |2012        |[0-1,000]                |[80-90]%            |[10-20]%          |[90-100]%             |
|                        |2011        |[0-1,000]                |[60-70]%            |[40-50]%          |[90-100]%             |
|Ireland                 |2013        |[2,000-3,000]            |[80-90]%            |[10-20]%          |[90-100]%             |
|                        |2012        |[2,000-3,000]            |[70-80]%            |[10-20]%          |[80-90]%              |
|                        |2011        |[1,000-2,000]            |[80-90]%            |[10-20]%          |[90-100]%             |
|                        |2013        |[1,000-2,000]            |[90-100]%           |<[0-5]%           |[90-100]%             |
|Italy                   |            |                         |                    |                  |                      |
|                        |2012        |[2,000-3,000]            |[90-100]%           |<[0-5]%           |[90-100]%             |
|                        |2011        |[1,000-2,000]            |[90-100]%           |<[0-5]%           |[90-100]%             |
|                        |2013        |[2,000-3,000]            |[50-60]%            |[40-50]%          |[90-100]%             |
|Netherlands             |            |                         |                    |                  |                      |
|                        |2012        |[1,000-2,000]            |[50-60]%            |[40-50]%          |[90-100]%             |
|                        |2011        |[1,000-2,000]            |[60-70]%            |[30-40]%          |[90-100]%             |
|                        |2013        |[1,000-2,000]            |[80-90]%            |[5-10]%           |[90-100]%             |
|Portugal                |            |                         |                    |                  |                      |
|                        |2012        |[1,000-2,000]            |[80-90]%            |[10-20]%          |[90-100]%             |
|                        |2011        |[0-1,000]                |[0-5]%              |[70-80]%          |[70-80]%              |
|                        |2013        |[3,000-4,000]            |[70-80]%            |[20-30]%          |[90-100]%             |
|Spain                   |            |                         |                    |                  |                      |
|                        |2012        |[1,000-2,000]            |<[0-5]%             |[90-100]%         |[90-100]%             |
|                        |2011        |[1,000-2,000]            |[0-5]%              |[90-100]%         |[90-100]%             |
|Sweden                  |2013        |[8,000-9,000]            |[10-20]%            |[60-70]%          |[80-90]%              |
|                        |2012        |[7,000-8,000]            |[20-30]%            |[70-80]%          |[90-100]%             |
|                        |2011        |[6,000-7,000]            |[20-30]%            |[70-80]%          |[90-100]%             |
|UK                      |2013        |[11,000-12,000]          |[80-90]%            |[5-10]%           |[90-100]%             |
|                        |2012        |[12,000-13,000]          |[90-100]%           |[5-10]%           |[90-100]%             |
|                        |2011        |[10,000-11,000]          |[90-100]%           |[5-10]%           |[90-100]%             |

      Source: GSK, based on IMS Global Analysis data (Annex RFI 3 Q 3.4)

  53) As for orally-dissolving strips, Novartis does not currently sell this format. GSK is selling this format in the Czech  Republic,  Hungary,
      Poland, Slovakia and the UK. GSK intends to […]. Novartis is […].

  54) As for sprays and inhalators, GSK and Novartis do no sell those formats of NRT in the EEA. J&J is the leader with its successful NRT spray.

      The Notifying Party's arguments

  37) The Notifying Party considers that despite the significant market shares in certain Member States, the Transaction will  not  significantly
      impede effective competition in the EEA.

  38) The first line of arguments concerns a broader market with NDTs and e-cigarettes. These elements have been addressed in section V.2.1.

  39) Then, GSK firstly submits that sales share increment are limited in many countries.

  40) Second, GSK submits that several competitors exist. The Notifying Party submits that the combined entity will continue to face  fierce  and
      growing competition from global healthcare companies with strong portfolios such as J&J that has a significant  presence  in  the  affected
      markets. Moreover, local competitors, including Pierre Fabre, Orifarm, Medcor and Polyfarma have also obtained sizeable market share  in  a
      number of EEA countries. The Notifying Party also states that barriers to entry and expansion in this area are low.

  41) Third, the Notifying Party indicates that private label products and generics exert a competitive constraint on the pricing of the Parties'
      NRT products. In addition, the price of cigarettes is also likely to represent a constraint, as smokers may not attempt  to  quit  if  they
      perceive the NRT product to be significantly more expensive than cigarettes.

  42) Finally, the Notifying Party submits that the mass market retailers, wholesalers and pharmacy chains have significant buyer power.

      Commission's assessment

  43) First, in terms of market shares, the Transaction would result in a large number of Group 1 and other affected markets, and increments  are
      often high. As illustrated in Table 6, in some countries, the combined market share of the Parties would be particularly high based  on  an
      all-NRT market (for instance, [80-90]% in the Netherlands, [60-70]% in Portugal). By format, GSK and Novartis often reach an extremely high
      combined market share, including market shares of 100% in some EEA countries. Furthermore, in countries and formats where the  Parties  are
      currently not active, they are strong potential competitors, notably with GSK's planned launch of […].

  44) Second, looking at the competitive landscape, respondents to the market investigation identified a very limited number of players active in
      each country. J&J, GSK and Novartis are widely seen as the most significant players at EEA level.[113] Local players may exert  competitive
      pressure in some countries, but they have limited impact.[114]

  45) In line with the  Notifying  Party's  argument,  some  respondents  expressed  that  the  presence  of  J&J  on  the  market  could  ensure
      competition.[115] However, J&J is not a player in all formats, for instance in NRT lozenges. In this segment, "when GSK lost  its  lozenges
      sales due to the supply issue, Novartis benefited and got GSK's sales".[116] In any event, the fact that J&J  is  an  effective  competitor
      cannot be taken as excluding unilateral effects if the number of major competitors is reduced from three to two.

  46) Customers seem to expect that the Transaction will likely lead to price increase in several countries, such as the  Netherlands,  Portugal,
      Sweden, the UK and France.[117]

  47) Contrary to the Notifying Party's arguments, new entry has been limited in recent years in the EEA. The  majority  of  respondents  to  the
      Commission's questionnaires pointed out that there were no entrants in the past 5 years.[118] For instance, in France, the generic  company
      EG entered the NRT segment, but it has "very small market shares for the moment". Clonmel Healthcare, part  of  Stada  Group,  entered  the
      Irish market with a gum "but (…), their impact on the overall NRT market has being negligible".[119]

  48) In terms of barriers to entry, competitors identified as the  main  barriers  to  entry  into  the  NRT  market:  brand  awareness/loyalty,
      pharmacists' recommendation, IP rights, formulations and clinical tests. "There are clinical studies required to launch  new  products  and
      new formats in the market, and so there is a cost hurdle that a new  competitor  would  need  to  deal  with  in  order  to  launch  a  new
      brand".[120] One of the respondents to the Commission's questionnaire indicated that "NRTs have very strong, well-known brands, which  make
      it difficult to compete as a new entry or brand. In addition, competing versus the constant development of new formulations by  established
      brands would be a barrier".[121] Creating and maintaining a brand is costly. For instance, television advertising is seen as key element in
      this category, and "costs in TV advertising and field force can represent a high percentage of turnover".[122]

  49) Third, generics and private labels do not appear to exert a competitive constraint in the Smoking cessation NRT area. Brand recognition  is
      key, and manufacturing of the products is seen as complex.[123] As a result, J&J,  GSK  and  Novartis  are  the  three  main  players.  For
      instance, an industry report on Belgium submitted by GSK summarizes the competitive situation as follows: "The competitive  environment  is
      so concentrated, and brand equity is so strong in NRT smoking cessation aids, that there is no scope for the  development  of  generics  or
      private label products. Other than the three leading manufacturers, which continue to bank on their  strong  brand  equity,  there  are  no
      sufficiently experienced manufacturers which can work as subcontractors for the production of private label products or launch generic  NRT
      products."[124] Similarly, in the Netherlands "NRT smoking cessation aids is highly concentrated in the Netherlands with few brands such as
      Niquitin, Nicotinell and Nicorette being the references."[125]  In France, there is one local player (partially supplied by Novartis),  and
      "the competitive environment in NRT smoking cessation aids remains highly concentrated in 2013, with just four international  manufacturers
      accounting for all value sales. Other than Laboratoires Pierre Fabre, local players are absent from NRT smoking cessation aids."[126]

  50) Respondent customers to the Commission's questionnaires in majority find that generic companies do not play any role or play a  "very  very
      small role" in the area of Smoking cessation.[127] Similarly, a competitor notes "None of  these  achieved  dominance  in  their  markets",
      another that "Basically there are no generic products on most of the markets on which we operate".[128] The market investigation  confirmed
      both from customers' and competitors' point of view that competition in this market takes place primarily at brand level.[129] One  of  the
      respondents pointed out that "Generic products have therefore not been able to penetrate the market and do not play a vital  role  in  this
      category. Generic products are quite new in this area and have a slow growth".[130] Nonetheless, a number of "branded generics" are sold in
      some markets and "there are also some generic companies that are advertising (for instance, Sandoz in Poland  and  in  Germany)".[131]  The
      existence of some branded generic players in some market does not however change the fact that generics overall do not exert a  significant
      constraint to the Parties in the area of Smoking cessation NRT products.

  51) As for private label, few players are active due to limited success and difficulties in supplying products. For instance, in the  UK  Tesco
      has a small range of private label products. "It has 2 gums and 2 lozenges. It used to have patches, but  they  did  not  sell  well."[132]
      Another player "had several attempts at entering the category, but it was difficult to find a manufacturer for private  label  products  in
      this area."[133] It notes that "Out of the 3, J&J and GSK are not very willing to supply private labels.  Novartis  is  open  to  supplying
      private labels to another large retailer in the UK." However, […]. Moreover, regulation does not  always  allow  for  private  labels.  For
      instance, a retailer notes that "The Swedish legislation on OTC products does not allow private label products."[134]

  52) Finally, buyer power appears limited. Wholesalers are mostly passing orders from pharmacies, with limited or  no  other  considerations  in
      particular in terms of price and volume.[135] They usually offer all NRT products. There is indeed  in  some  EEA  countries  a  degree  of
      concentration of pharmacies, for instance in Scandinavia.[136] But because J&J, GSK and Novartis are strong players in  different  formats,
      theirs products are "must-have" under different formats. From a customer standpoint, it is important to sell the three brands "due  to  the
      fact that each brand is strong in a different format".[137] Smaller pharmacies sometimes sell only one brand, but typically  do  not  exert
      significant buyer power.[138]

      Conclusion

  53) In light of the above and of all available evidence, the Commission concludes  that  the  Transaction  raises  serious  doubts  as  to  its
      compatibility with the internal market as regards the area of  Smoking  cessation  NRT  products,  as  it  would  lead  to  a  creation  or
      strengthening of dominance.

4 COLD SORE MANAGEMENT

  55) Cold sores (herpes labialis, also commonly known as herpes of the lips or fever blisters) are groups of small  blisters  on  the  lips  and
      around the mouth, typically caused by a viral strain of the herpes simplex virus. During a cold sore outbreak, the skin  on  the  lips  and
      around the mouth becomes red, swollen, and sore, forming blisters. A typical outbreak from start to healing can last anywhere from  several
      days to two weeks. Once an outbreak is fully healed, the virus travels back to the nerve cells where it remains dormant until it resurfaces
      as a new outbreak.

  56) Cold sores are incurable and outbreaks are generally managed with non-prescription topical products. Products aimed at cold sore management
      include notably topical antiviral (creams and gels), patches, lip balms, herbal remedies, analgesics and light/heat therapy devices.

  57) Topical antivirals for the treatment of cold sore typically contain one of the following active  ingredients:  acyclovir,  valaciclovir  (a
      prodrug[139] of acyclovir), penciclovir, farmciclovir (a prodrug of penciclovir) and docosanol. Docosanol  is  the  best-selling  antiviral
      agent in the US, but has limited presence in the EEA.

  58) GSK and Novartis both market topical antiviral creams for the treatment of cold sore in the EEA.

  59) GSK sells the antiviral creams Zovirax and Zovirax Duo based on the active substance acyclovir.  The  patent  for  the  acyclovir  compound
      expired in the 1990s to early 2000s. Zovirax is available OTC in all  countries  in  the  EEA.  Zovirax  Duo  is  an  antiviral  and  anti-
      inflammatory corticosteroid cream commercialised either OTC or on prescription, launched in the EEA  in  2012.  Finally,  GSK  also  offers
      ZoviProtect, a cold sore patch that does not contain an antiviral. Zoviprotect was launched in the EEA in 2009 and  is  currently  marketed
      only in Italy, Portugal and Spain.

  60) Novartis sells antiviral creams containing the active ingredient penciclovir under the brands Fenivir, Pencivir,  Vectavir,  Vectatone  and
      Fenistil. Novartis' patent for the penciclovir compound expired between 2004 and 2009 in the EEA. The cream is either white or tinted.  The
      cream is available OTC across the EEA, and on prescription in some EEA Member States.

1 Relevant product markets

      The Notifying Party's arguments

  61) The Notifying Party submits that the relevant product market includes all topical cold sore treatments,  including  prescription  and  non-
      prescription products, since prescription topical cold  sore  treatments  are  functionally  substitutable  with  topical  non-prescription
      products, with the only difference being the unit size.

  62) The Notifying Party further submits that the market should also comprise other alternative treatments to antiviral creams such as cold sore
      patches, lip balm, heat and light therapy, due to the large substitutability between these products from the  demand  side.  The  Notifying
      Party stresses in particular the substitutability between cold sore patches and antiviral creams.

      Previous decisional practice

  63) The Commission has previously considered that ATC3[140] class D6D “topical antivirals” (which  includes  both  acyclovir  and  penciclovir)
      should be the starting point for defining the relevant product market  for  the  cold  sore  treatment.[141]  The  Commission  has  further
      distinguished between products within the ATC 3 class (D6D) based on the type of virus/underlying disease that they  target.  Consequently,
      the Commission considered that wart treatments should be part of a separate product market  from  herpes  simplex  (cold  sore)  treatment.
      However the product market definition was left open.[142] In addition, in its previous decisions, the Commission has  considered  that  OTC
      and prescription products are not part of the same product market because the medical indication, the legal framework,  the  marketing  and
      distribution tend to differ between the two categories of medicines, even when the active ingredients are identical.[143]

      Commission's assessment

  64) Several elements from the market investigation point towards a marginal or lack of supply and demand side substitutability between  topical
      antivirals and patches, lip balms and light or heat therapies.

  65) First, customers who responded to the Commission's questionnaires indicated a lack of substitutability from both  supply  and  demand  side
      between antiviral creams and light/heat therapies and between antiviral creams and lip balms.[144] Customers of the Parties generally offer
      antiviral creams. About half of the customers who replied to the Commission's questionnaires offer cold sore lip balms. Respondents who  do
      not sell lip balms state that this is because they are not very successful and are less effective. A  few  respondents  see  lip  balms  as
      successful, and a retailer highlights that these products are "seen as cheaper alternatives which a customer can use even  if  they  aren't
      100% sure that they have a cold sore yet".

  66) The large majority of the respondents do not offer light and heat therapies for the treatment of cold sore.[145] Several customers  pointed
      out a significant price difference between these devices and antiviral creams.[146] For instance, a respondent in  the  UK  explains  that:
      "The Light Treatment product although very effective  is  deemed  too  expensive  for  most  customers  to  consider".  Another  UK  player
      discontinued sales of light therapies "as it did not resonate with customers".[147]

  67) As for competitors of the Parties, some consider that lip balms and light/heat therapies compete directly with  topical  antivirals,  while
      other state the opposite, notably in view of differences in efficacy and ease of use.[148] Companies competing in  the  area  of  antiviral
      creams are overall not the same as those competing in the area of lip balms and light and heat devices.[149]

  68) Second, elements from the market investigation highlight a potential degree of substitutability in the use of antiviral creams and patches.
      Most customers who responded to the Commission's questionnaires sell  both  antivirals  and  patches.  However  they  remain  substantially
      different in terms of mechanism of action, way of administration and customer perception.

  69) A large number of respondents indicate that end customers typically use antiviral creams only or patches, but do not switch  between  them.
      To lesser extent customers use both antiviral creams and patches, favouring one or the other depending  on  the  phase  of  the  cold  sore
      cycle.[150] A respondent to the market investigation stated that  “Antiviral  creams  are  more  effective  than  patches  (not  containing
      antiviral agent) and safe to use.”[151] In terms of shelf positioning, about half of the respondents position patches and  antivirals  next
      to one another on shelves, but in part because of complementarity and cross-selling. Broadly speaking,  patches  are  medical  devices  and
      different regulations apply.[152] "Compeed, patches which are displayed near the foot  products  on  shelves.  Creams  are  sold  over  the
      counter."[153] Similarly, a respondent in Latvia noted that "Patches are non-medicines under  normative  regulations  of  the  Republic  of
      Latvia. Therefore they cannot be displayed next to the creams, which are medicines". Several customers also flagged in the  course  of  the
      market investigation that patches are rather "cosmetic" than OTC products.[154]

  70) Moreover, the economic evidence provided by the Notifying Party demonstrates that following the entry of cold  sore  patches  in  the  mid-
      2000s, the total market for cold sore management product has increased in size, but there was no impact on the sale  of  antiviral  creams.
      The following Graph 1 illustrates this point for Germany. Patches entered the market in 2006 and after a quick take off their sales volumes
      (indicated by the dashed line) dropped slightly and stabilized afterwards. No impact of this quick take-off of patches can be identified on
      the sales volumes of the standard anti-viral drugs, suggesting that the entry of patches did not take sales away from antiviral creams.

                                       Graph 1: Volume of antivirals and cold sore patches sold in Germany,
                                                                       […]

      [pic]

      Source: Commission' analysis based on IMS data submitted by GSK

  71) This data analysis is in line with by the perception of companies active in the field, for instance in Spain "Since the entry  of  Compeed,
      Compeed took a lot of the market, but the market for cold sore products has also expanded. The total cold sore market has increased by  30-
      40% since 2012."[155]

  72) In addition, internal documents of GSK also confirm that […].[156] […],[157] […][158], […].[159]

  73) In light of the above arguments, the Commission will analyse in section V.3.3 the market of topical antivirals used for  the  treatment  of
      herpes labialis. Those products are classified under ATC3 class D6D and under the IMS OTC classification[160] as 06K1.[161]

2 Relevant geographic markets

  74) The Commission has previously defined the geographic market for pharmaceutical products, including for cold sore treatment, as national  in
      scope.[162] The Notifying Party agrees that the geographic market should be regarded  as  national  in  scope.  Elements  from  the  market
      investigation widely confirmed this geographic market delineation.

3 Competitive assessment

  75) The Transaction will lead to 21 affected markets, of which 20 are Group 1 markets.[163] The Group 1 market are: Austria, Belgium, Bulgaria,
      the Czech Republic, Denmark, Estonia, Finland, Germany, Greece, Hungary, Italy, Latvia, Luxembourg, the Netherlands, Norway, Portugal,  the
      Slovak Republic, Spain, Sweden, the UK.

  76) […].

                                 Table 10: Market size and market shares of the Parties in EEA affected countries
                                   in the market for topical antiviral for cold sore management, 2011-2013[164]

|Country                 |Year        |Market size              |GSK              |Novartis business|Combined           |
|                        |            |(€ '000s)                |                 |                 |                   |
|Austria                 |2013        |[1,000-2,000]            |[10-20]%         |[30-40]%         |[40-50]%           |
|                        |2012        |[1,000-2,000]            |[10-20]%         |[30-40]%         |[40-50]%           |
|                        |2011        |[1,000-2,000]            |[10-20]%         |[30-40]%         |[50-60]%           |
|Belgium                 |2013        |[1,000-2,000]            |[50-60]%         |[0-5]%           |[50-60]%           |
|                        |2012        |[1,000-2,000]            |[50-60]%         |[0-5]%           |[60-70]%           |
|                        |2011        |[1,000-2,000]            |[20-30]%         |[5-10]%          |[30-40]%           |
|Bulgaria                |2013        |[500-1,000]              |[10-20]%         |[20-30]%         |[40-50]%           |
|                        |2012        |[500-1,000]              |[10-20]%         |[20-30]%         |[40-50]%           |
|                        |2011        |[500-1,000]              |[20-30]%         |[10-20]%         |[30-40]%           |
|Czech                   |2013        |[1,000-2,000]            |[20-30]%         |[20-30]%         |[40-50]%           |
|Republic                |            |                         |                 |                 |                   |
|                        |2012        |[1,000-2,000]            |[20-30]%         |[20-30]%         |[40-50]%           |
|                        |2011        |[1,000-2,000]            |[20-30]%         |[20-30]%         |[40-50]%           |
|Denmark                 |2013        |[1,000-2,000]            |[70-80]%         |[0-5]%           |[70-80]%           |
|                        |2012        |[1,000-2,000]            |[70-80]%         |[0-5]%           |[70-80]%           |
|                        |2011        |[1,000-2,000]            |[70-80]%         |[0-5]%           |[70-80]%           |
|                        |2013        |[0-500]                  |[20-30]%         |[10-20]%         |[40-50]%           |
|Estonia                 |            |                         |                 |                 |                   |
|                        |2012        |[0-500]                  |[20-30]%         |[10-20]%         |[40-50]%           |
|                        |2011        |[0-500]                  |[30-40]%         |[10-20]%         |[40-50]%           |
|Finland                 |2013        |[1,000-2,000]            |[70-80]%         |[10-20]%         |[80-90]%           |
|                        |2012        |[1,000-2,000]            |[60-70]%         |[10-20]%         |[80-90]%           |
|                        |2011        |[1,000-2,000]            |[60-70]%         |[10-20]%         |[80-90]%           |
|                        |2013        |[17,000-18,000]          |[30-40]%         |[30-40]%         |[60-70]%           |
|Germany                 |            |                         |                 |                 |                   |
|                        |2012        |[16,000-17,000]          |[30-40]%         |[30-40]%         |[60-70]%           |
|                        |2011        |[17,000-18,000]          |[30-40]%         |[30-40]%         |[60-70]%           |
|                        |2013        |[1,000-2,000]            |[60-70]%         |[30-40]%         |[90-100]%          |
|Greece                  |            |                         |                 |                 |                   |
|                        |2012        |[1,000-2,000]            |[60-70]%         |[30-40]%         |[90-100]%          |
|                        |2011        |[1,000-2,000]            |[40-50]%         |[50-60]%         |[90-100]%          |
|                        |2013        |[1,000-2,000]            |[50-60]%         |[0-5]%           |[50-60]%           |
|Hungary                 |            |                         |                 |                 |                   |
|                        |2012        |[1,000-2,000]            |[50-60]%         |[5-10]%          |[50-60]%           |
|                        |2011        |[1,000-2,000]            |[60-70]%         |[5-10]%          |[70-80]%           |
|Italy                   |2013        |[11,000-12,000]          |[30-40]%         |[20-30]%         |[60-70]%           |
|                        |2012        |[11,000-12,000]          |[30-40]%         |[20-30]%         |[50-60]%           |
|                        |2011        |[11,000-12,000]          |[40-50]%         |[20-30]%         |[60-70]%           |
|Latvia                  |2013        |[0-500]                  |[20-30]%         |[10-20]%         |[30-40]%           |
|                        |2012        |[0-500]                  |[20-30]%         |[10-20]%         |[30-40]%           |
|                        |2011        |[0-500]                  |[20-30]%         |[5-10]%          |[30-40]%           |
|                        |2013        |[500-1,000]              |[10-20]%         |[5-10]%          |[20-30]%           |
|Lithuania               |            |                         |                 |                 |                   |
|                        |2012        |[500-1,000]              |[10-20]%         |[10-20]%         |[20-30]%           |
|                        |2011        |[0-500]                  |[10-20]%         |[5-10]%          |[20-30]%           |
|Luxembourg              |2013        |[0-500]                  |[80-90]%         |[10-20]%         |[90-100]%          |
|                        |2012        |[0-500]                  |[80-90]%         |[10-20]%         |[90-100]%          |
|                        |2011        |[0-500]                  |[40-50]%         |[20-30]%         |[60-70]%           |
|                        |2013        |[1,000-2,000]            |[60-70]%         |[20-30]%         |[80-90]%           |
|Netherlands             |            |                         |                 |                 |                   |
|                        |2012        |[1,000-2,000]            |[60-70]%         |[20-30]%         |[80-90]%           |
|                        |2011        |[1,000-2,000]            |[60-70]%         |[10-20]%         |[80-90]%           |
|                        |2013        |[1,000-2,000]            |[20-30]%         |[10-20]%         |[30-40]%           |
|Norway                  |            |                         |                 |                 |                   |
|                        |2012        |[1,000-2,000]            |[10-20]%         |[10-20]%         |[30-40]%           |
|                        |2011        |[1,000-2,000]            |[10-20]%         |[10-20]%         |[20-30]%           |
|Portugal                |2013        |[2,000-3,000]            |[70-80]%         |[10-20]%         |[90-100]%          |
|                        |2012        |[2,000-3,000]            |[80-90]%         |[10-20]%         |[90-100]%          |
|                        |2011        |[2,000-3,000]            |[80-90]%         |[10-20]%         |[90-100]%          |
|Slovak                  |2013        |[500-1,000]              |[40-50]%         |[10-20]%         |[50-60]%           |
|Republic                |            |                         |                 |                 |                   |
|                        |2012        |[500-1,000]              |[30-40]%         |[10-20]%         |[40-50]%           |
|                        |2011        |[500-1,000]              |[30-40]%         |[10-20]%         |[40-50]%           |
|                        |2013        |[2,000-3,000]            |[60-70]%         |[10-20]%         |[80-90]%           |
|Spain                   |            |                         |                 |                 |                   |
|                        |2012        |[2,000-3,000]            |[60-70]%         |[10-20]%         |[80-90]%           |
|                        |2011        |[2,000-3,000]            |[60-70]%         |[10-20]%         |[80-90]%           |
|                        |2013        |[3,000-4,000]            |[10-20]%         |[20-30]%         |[40-50]%           |
|Sweden                  |            |                         |                 |                 |                   |
|                        |2012        |[3,000-4,000]            |[10-20]%         |[20-30]%         |[40-50]%           |
|                        |2011        |[2,000-3,000]            |[10-20]%         |[20-30]%         |[30-40]%           |
|                        |2013        |[3,000-4,000]            |[60-70]%         |[0-5]%           |[70-80]%           |
|UK                      |            |                         |                 |                 |                   |
|                        |2012        |[3,000-4,000]            |[60-70]%         |[0-5]%           |[60-70]%           |
|                        |2011        |[3,000-4,000]            |[60-70]%         |[0-5]%           |[60-70]%           |

      Source: GSK, based on IMS Global Analysis data (Annex RFI 3 Q 4.1)

  77) Due to the presence of several generic players, including Novartis' Sandoz division, market shares in volume are lower, with nevertheless a
      large number of affected markets as can be seen in Table 11 below.

                                    Table 11: Market shares in volume of the Parties in EEA affected countries
                                     in the market for topical antiviral for cold sore management, 2011-2013

|Country                 |Year        |GSK              |Novartis business|Combined         |
|Austria                 |2013        |[10-20]%         |[20-30]%         |[40-50]%         |
|                        |2012        |[10-20]%         |[20-30]%         |[40-50]%         |
|                        |2011        |[10-20]%         |[30-40]%         |[40-50]%         |
|Belgium                 |2013        |[40-50]%         |[0-5]%           |[50-60]%         |
|                        |2012        |[40-50]%         |[0-5]%           |[50-60]%         |
|                        |2011        |[20-30]%         |[5-10]%          |[20-30]%         |
|Bulgaria                |2013        |[5-10]%          |[10-20]%         |[20-30]%         |
|                        |2012        |[5-10]%          |[10-20]%         |[10-20]%         |
|                        |2011        |[5-10]%          |[5-10]%          |[10-20]%         |
|Czech                   |2013        |[10-20]%         |[10-20]%         |[20-30]%         |
|Republic                |            |                 |                 |                 |
|                        |2012        |[10-20]%         |[10-20]%         |[20-30]%         |
|                        |2011        |[10-20]%         |[10-20]%         |[20-30]%         |
|Denmark                 |2013        |[60-70]%         |[0-5]%           |[60-70]%         |
|                        |2012        |[60-70]%         |[0-5]%           |[60-70]%         |
|                        |2011        |[60-70]%         |[0-5]%           |[60-70]%         |
|                        |2013        |[10-20]%         |[10-20]%         |[20-30]%         |
|Estonia                 |            |                 |                 |                 |
|                        |2012        |[10-20]%         |[10-20]%         |[20-30]%         |
|                        |2011        |[10-20]%         |[10-20]%         |[30-40]%         |
|Finland                 |2013        |[70-80]%         |[10-20]%         |[80-90]%         |
|                        |2012        |[60-70]%         |[10-20]%         |[80-90]%         |
|                        |2011        |[60-70]%         |[10-20]%         |[70-80]%         |
|                        |2013        |[20-30]%         |[20-30]%         |[40-50]%         |
|Germany                 |            |                 |                 |                 |
|                        |2012        |[20-30]%         |[20-30]%         |[40-50]%         |
|                        |2011        |[20-30]%         |[20-30]%         |[40-50]%         |
|                        |2013        |[70-80]%         |[20-30]%         |[90-100]%        |
|Greece                  |            |                 |                 |                 |
|                        |2012        |[70-80]%         |[20-30]%         |[90-100]%        |
|                        |2011        |[60-70]%         |[30-40]%         |[90-100]%        |
|                        |2013        |[40-50]%         |[0-5]%           |[40-50]%         |
|Hungary                 |            |                 |                 |                 |
|                        |2012        |[40-50]%         |[5-10]%          |[50-60]%         |
|                        |2011        |[50-60]%         |[5-10]%          |[60-70]%         |
|Italy                   |2013        |[30-40]%         |[10-20]%         |[40-50]%         |
|                        |2012        |[30-40]%         |[10-20]%         |[40-50]%         |
|                        |2011        |[30-40]%         |[10-20]%         |[50-60]%         |
|Latvia                  |2013        |[10-20]%         |[5-10]%          |[10-20]%         |
|                        |2012        |[10-20]%         |[5-10]%          |[10-20]%         |
|                        |2011        |[10-20]%         |[0-5]%           |[10-20]%         |
|                        |2013        |[5-10]%          |[0-5]%           |[10-20]%         |
|Lithuania               |            |                 |                 |                 |
|                        |2012        |[5-10]%          |[5-10]%          |[10-20]%         |
|                        |2011        |[5-10]%          |[0-5]%           |[10-20]%         |
|Luxembourg              |2013        |[80-90]%         |[10-20]%         |[90-100]%        |
|                        |2012        |[80-90]%         |[10-20]%         |[90-100]%        |
|                        |2011        |[30-40]%         |[10-20]%         |[50-60]%         |
|                        |2013        |[50-60]%         |[10-20]%         |[70-80]%         |
|Netherlands             |            |                 |                 |                 |
|                        |2012        |[60-70]%         |[10-20]%         |[70-80]%         |
|                        |2011        |[50-60]%         |[10-20]%         |[70-80]%         |
|                        |2013        |[20-30]%         |[10-20]%         |[40-50]%         |
|Norway                  |            |                 |                 |                 |
|                        |2012        |[20-30]%         |[10-20]%         |[30-40]%         |
|                        |2011        |[10-20]%         |[10-20]%         |[30-40]%         |
|Portugal                |2013        |[60-70]%         |[5-10]%          |[70-80]%         |
|                        |2012        |[70-80]%         |[10-20]%         |[80-90]%         |
|                        |2011        |[80-90]%         |[10-20]%         |[90-100]%        |
|                        |2013        |[20-30]%         |[5-10]%          |[30-40]%         |
|Slovak                  |            |                 |                 |                 |
|Republic                |            |                 |                 |                 |
|                        |2012        |[10-20]%         |[5-10]%          |[20-30]%         |
|                        |2011        |[10-20]%         |[10-20]%         |[20-30]%         |
|                        |2013        |[60-70]%         |[10-20]%         |[70-80]%         |
|Spain                   |            |                 |                 |                 |
|                        |2012        |[60-70]%         |[10-20]%         |[80-90]%         |
|                        |2011        |[60-70]%         |[10-20]%         |[80-90]%         |
|                        |2013        |[10-20]%         |[20-30]%         |[40-50]%         |
|Sweden                  |            |                 |                 |                 |
|                        |2012        |[10-20]%         |[20-30]%         |[40-50]%         |
|                        |2011        |[10-20]%         |[20-30]%         |[30-40]%         |
|                        |2013        |[40-50]%         |[0-5]%           |[40-50]%         |
|UK                      |            |                 |                 |                 |
|                        |2012        |[30-40]%         |[0-5]%           |[40-50]%         |
|                        |2011        |[40-50]%         |[0-5]%           |[40-50]%         |

      Source: GSK, based on IMS Global Analysis data (Annex RFI 3 Q 4.2)

  78) In terms of pipeline products, […].

      The Notifying Party's arguments

  79) The Notifying Party considers that despite the significant market shares in certain Member States, the Transaction will  not  significantly
      impede effective competition in the EEA.

  80) The presence of generic acyclovir has grown significantly in recent years and the Parties submit that generic products are  a  serious  and
      growing threat. The OTC JV would continue to face fierce and growing competition from  generic  manufacturers.  Many  of  these  are  well-
      established generic manufacturers that could easily expand capacity in response to a price increase in the EEA among which Teva and  Stada,
      Mylan, Meda, Servier, and Takeda. Private label products have also obtained sizable market share in a number of EEA countries over the past
      few years.

  81) Cold sore patches will continue to constrain the Parties, which see them as the greatest competitive  threat  and  expect  patch  sales  to
      continue growing in the future. The Parties further consider that light and  heat  therapy  devices  as  well  as  lip  balms  and  topical
      analgesics also present a competitive constraint.

  82) Then, the recent entry of docosanol based antiviral creams is seen as a significant competitive threat. Docosanol  has  obtained  marketing
      authorisation in 13 EEA countries and is currently commercialised under the brand name of Blistex Cold Sore Cream, Erazaban and Muxan.

  83) The Parties further submit that they are not each other closest competitor since  GSK's  branded  products  compete  closely  with  generic
      acyclovir. Customers, in particular wholesalers and pharmacies chains exercise significant buyer power in terms of  negotiation,  but  also
      they are able to stock a range of competing products and can affect the volumes sold of a given product.

  84) Lastly, the Notifying Party submits that it would not have incentives to limit innovation. GSK will continue to have incentives to innovate
      in order to be able to compete with the growing cold sore patch treat. For example, GSK has launched its cold  sore  patch  ZoviProtect  in
      direct response to […].

      Commission’s assessment

  85) Considering market shares, most EEA markets are affected. In some of EEA countries, the combined share of the Parties is particularly high,
      above [80-90]% or [90-100]% (Greece).

  86) First, as has been submitted by the Notifying Party, generic players selling acyclovir products are indeed numerous. For example, "In Spain
      there are 50-60 generics with acyclovir as the active ingredient".[165] Generics have been  mentioned  in  the  phase  I  investigation  by
      competitors as exerting competitive pressure on branded products.[166] However, other players state that "The segmentation  branded/generic
      cream is particularly important, although there is no difference between the two products."[167] Overall, in a significant number of  Group
      1 markets, generics have limited impact on sales, despite a lower price point. It is noted that one of the prominent generic player in  the
      category is Novartis' Sandoz, with a market share above [10-20]% in Bulgaria, Estonia, Latvia, Lithuania, Poland  and  Ireland.  Sandoz  is
      also active (market share between [0-5] and [5-10]%) in Belgium, France, Germany and Italy. While the  market  perception  is  that  Sandoz
      operates independently from Novartis[168], it remains a division of the company holding a significant minority shareholding in the OTC JV.

  87) As for private label, they have a very limited presence, with the exception of the UK, (market share below [20-30]%), and the Netherlands.

  88) Second, brands such as Zovirax, and to a lesser extent Vectavir, are considered as « must  have  product »  by  pharmacists.[169]  A  large
      number of respondents, both customers and competitors state that the most relevant criterion for consumers choosing an antiviral  cream  is
      brand recognition.[170] According to respondents, competition in this market takes place primarily at brand level, followed  by  price  and
      innovation.[171] "As in most healthcare areas, brands provide the heritage and confidence for  customers  purchasing  decisions."[172]  For
      instance, TV commercials are highlighted as key, alongside with pharmacists' recommendation.[173] As the two most important branded players
      in the EEA for topical antivirals, the Parties are largely considered by their competitors to  be  each  other's  closest  competitor.[174]
      Barriers to expansion are also considered high due to the importance of brands and habit of  consumers  ("Consumers  usually  purchase  the
      products which were used previously and proved effective.").[175]

  89) Third, contrary to the Notifying Party's arguments, responses to the market investigation confirmed that the recent entry of docosanol  has
      had a limited impact on the sales of acyclovir and penciclovir and this is likely to remain the case in the future.[176] A  large  majority
      of customers of the Parties do not sell docosanol-based antiviral creams. So far docosanol has had a very low market penetration, and "very
      low sales"[177] compared to other antiviral creams. One exception is Blistex, which is perceived as successful in Ireland and the UK.

  90) Fourth, data analysis suggests that patches are not an effective constraint for antiviral creams. In fact, in  the  years  following  their
      launch in the mid-2000s, patches gained a substantial share of the overall cold sore management space, but  this  was  achieved  mostly  by
      expanding the space rather than gaining sales from antiviral creams. This suggests that, rather  than  taking  market  share  from  topical
      antivirals, patches created a 'new' market within the broader segment of cold sore management. As mentioned in section V.3.1, J&J's popular
      Compeed patch is perceived more as a "cosmetic" complement rather than as a substitute for the antiviral creams.[178] As patches  currently
      on the market do not contain an active ingredient, competitors highlight "efficacy gaps due to the lack of an antiviral ingredient".[179]

  91) Fifth, wholesalers and pharmacies chains seem to have rather limited buyer power, since they base their decision making process on the need
      to be able to offer to customers the widest possible range of products. Wholesalers’ purchasing pattern is essentially  influenced  by  the
      delivery orders placed by pharmacies with limited or no other considerations in particular in terms of price and volume.[180]  The  Parties
      brands are also a "must-have" for many customers, therefore needed on shelves.

  92) Sixth, although there has recently been limited innovation in  the  topical  antivirals  market,  responses  to  the  market  investigation
      confirmed that innovation can play an important role in this segment and it is an important criterion for consumers. Innovation focuses  on
      offering improved versions of existing products able to cover a wider range of their needs (such as skin coloured creams,  more  convenient
      packaging). A competitor stresses the rewards of innovation due to current "significant consumer dissatisfaction around existing cold  sore
      solutions".[181] The Transaction would have an impact on the innovation dynamics on the cold sore market as  both  Novartis  and  GSK  were
      branded players active in innovation in the cold sore management area.

  93) Finally, based on replies to the market investigation, several customers and competitors expect price increases due to the Transaction, for
      instance in Germany, the Netherlands, Portugal, Greece, Italy, Sweden and France.[182]

      Conclusion

  94) In light of the above and of all available evidence, the Commission concludes  that  the  Transaction  raises  serious  doubts  as  to  its
      compatibility with the internal market as regards topical antivirals used in the treatment of cold sore, as it would lead to a creation  or
      strengthening of dominance.

5 COLD AND FLU TREATMENTS

  95) Cold and flu OTC products treat the variety of symptoms generated by the common cold and influenza, commonly referred to as  flu.  Symptoms
      from cold and flu are multiple and can be treated by a number of different OTC products.

  54) Two broad categories of OTC products treating a cold and flu can be  identified:  (i)  multi-symptoms  products  and  (ii)  single-symptoms
      products. Multi-symptoms products contain more than one active ingredient and treat multiple symptoms of the cold and flu.  Single-symptoms
      products on the other hand contain a single active ingredient treating only a specific symptom. In contrast  to  prescription  products  or
      vaccines, OTC cold and flu treatments do not treat underlying infections (as antibiotics would), or build up immunity against  viruses  (as
      vaccines would), but rather target the symptoms of a cold or flu.

      1 Relevant product markets

      The Notifying Party's arguments

  96) The Notifying Party submits that the appropriate product market definition should be broader than each ATC3 classification  and  takes  the
      view that a market including multi-symptoms cold and flu treatments (R5A), throat preparations (R2A), chest rubs and other inhalants (R4A),
      topical nasal preparations (R1A), systemic nasal preparations (R1B), expectorants (R5C) and antitussives (R5D) should be considered.

  97) The Notifying Party claims that products falling in ATC3 R2A, R5C and R5D classes are to be considered as  substitutes  for  multi-symptoms
      cold and flu treatments. The Notifying Party substantiates this claim stating that consumers usually substitute  combination  of  different
      mono-symptoms products with multi-symptoms products, depending on the stage of the cold and flu they are  experiencing.  According  to  the
      Notifying Party, in fact, consumer choices in this space are symptoms driven rather than category driven.

  98) The Notifying Party also claims that the product market should encompass all cold and  flu  products  because  single-ingredients  products
      often cut across more than one symptom thus putting a single active ingredient across different ATC3 classes.

  99) In the Notifying Party's view the way cold and flu medicines are marketed in pharmacies also corroborates a  wider  market  definition.  In
      fact, pharmacies – including on line – generally group together all the cold and flu products in one single, broad category.

 100) From a supply side perspective, the Notifying Party claims that:

        a) all major players are active throughout the cold and flu space;

        b) switching production from one product to another is relatively easy and quick; and,

        c) companies can outsource production to contract manufacturers to be able to enter the market with new product ranges.

 101) In the Notifying Party's view this is a further confirmation that the relevant product market encompasses all cold and flu products.

  55) In order to support its view of the relevant market being broader than just multi-symptom products the Notifying Party  submitted  a  price
      correlation study covering both single and multi-symptom products.[183] The study examined the correlation between the wholesale prices  of
      multi-symptom products and individual single-symptom product groups (e.g. topical nasals, expectorants, etc.) in 6 Member States where  the
      combined market share of the Parties exceeded 40% in the multi-symptom segment in 2013.

  56) The Notifying Party found in this study that price correlations (the extent to which prices move together over time)  within  multi-symptom
      and single-symptom products are not systematically higher than between multi- and single-symptom products and concluded that this  evidence
      "is consistent with prices of multi-symptom products and single-symptom products constraining each other at least to  the  same  extent  as
      price constraints within the multi-symptom segment".[184] Based on this, the Notifying Party  also  concluded  that  the  relevant  product
      market could well be wider than the one defined at the ATC3 category level (including  both  multi-symptom  and  single-symptom  products),
      which is consistent with the Commission's findings in previous cases.[185]

      Previous decisional practice

  57) The Commission's starting point in defining the relevant product markets in the OTC cold and flu space has been  the  ATC3  classification.
      However, in some instances the Commission departed from the ATC3 classification and moved to the ATC4 classification or looked at group  of
      ATC3 classes as plausible product markets.

  58) In case M.1846 Glaxo Wellcome/Smithkline Beecham, the market for topical nasal decongestant has been assessed at ATC4 level,  as  the  ATC3
      R1A (all topical nasal preparations) proved to be too wide. In that case, the ATC3 class R1A has been considered too wide as it encompasses
      a number of products for the topical application to the nose which cover different indications and offer different modes of action. [186]

  59) In case M.1878 Pfizer/Warner Lambert, the Commission analysed the cough remedies space. Following the ATC3 classification,  it  found  that
      expectorants (R5C) and antitussives (R5D) are likely part of different product markets because of  their  substantially  different  way  of
      action. In fact, expectorants loosen the mucus and, by producing cough, are meant to allow  better  coughing  up  of  mucus.  In  contrast,
      antitussives suppress cough and are indicated in the cases of bothersome cough, especially during night-time.  Therefore,  a  dry,  hacking
      cough would require an antitussive while a productive cough would require an expectorant. The market definition was however ultimately left
      open.

  60) In case M.3354 Sanofi – Synthélabo/Aventis[187], the Commission made the analysis by reference to individual ATC3 classes, leaving  however
      the market definition open.

  61) The Commission departed from a strict ATC3 approach in case M.4007 Reckitt Benckiser/Boots Healthcare International.[188] In that case  the
      market investigation showed that ATC3 classification R5A "all products indicated for  colds  and  influenza  without  infectives"  did  not
      properly reflect the market's structure. Hence a broader market including chest rubs and other inhalants (R4A), systemic nasal preparations
      (R1B), nasal decongestants (R1A7) and other topical nasal decongestants  (R1A9)  was  considered.  Also  in  this  case  the  exact  market
      definition was ultimately left open.

  62) This broader approach to the market definition was adopted also in case M.4314 Johnson & Johnson/Pfizer Consumer Healthcare.[189]  In  that
      case the Commission considered the ATC3 R5A classification as  appropriate  to  define  the  relevant  product  markets.  However  it  also
      considered the possibility of further broadening the market by including also R4A (chest rubs and other  inhalants),  R1B  (systemic  nasal
      preparation), R1A7 and R1A9 (nasal decongestants without anti-infective  and  anti-allergic  compound)  in  the  relevant  product  market.
      Ultimately the market definition was left open.

  63) In case M.5953 Reckitt Benckiser/ SSL the Commission analysed OTC both the ATC3 and ATC4  levels  as  well  as  the  molecule  level.  With
      reference to throat preparations the Commission  considered  a  market  definition,  without  closing  it,  based  on  ATC3  classification
      appropriate. The market investigation, in fact, was not conclusive on whether a further segmentation of the  product  market  according  to
      ATC4 classification would be meaningful in this space.

  64) In case M.6280 Procter & Gamble/Teva OTC Business[190], the Commission took the ATC3 level as an appropriate starting point on the basis of
      the therapeutic use of the products in question. In that case, however, the Commission also considered plausible markets  defined  at  ATC4
      level, without closing the market definition.

      Commission's assessment

      (i) Commission's assessment of the economic study

 102) The Commission identified three problems with the Notifying Party's price correlation analysis for product market definition  purposes  for
      the current case.

 103) First, there is very limited variation of these prices over time and the drivers of this variation in price are unclear.  Moreover,  prices
      are not necessarily the main drivers of the customer purchasing decisions in OTC pharmaceutical markets.[191] These  factors  question  the
      appropriateness of price correlation analysis as a relevant market definition tool in the present case.

  65) Second, according to the Notifying Party's analysis there are a number of instances in which prices of  individual  multi-symptom  products
      are more strongly correlated with prices of single-symptom products that  with  prices  of  other  multi-symptom  products.  If  the  price
      correlation were to indicate substitutability between products in the present case, this would indicate that some  single-symptom  products
      are in fact closer substitutes to certain multi-symptom products than other multi-symptom products. This is implausible and  casts  further
      doubts on the relevance of the Notifying Party's correlation analysis.

  66) Third, the Commission considers that a price correlation analysis as a tool to quantify the degree of co-movement of prices over time,  and
      indicating that the underlying products belong to the same relevant market, is best  suited  as  a  "separation"  test  (to  conclude  that
      products are not in the same market) rather than an "inclusion" test (to conclude that products are in the same market), as in general many
      factors other than substitution-based constraints can generate co-movements of prices of two  candidate  products,  such  as  movements  in
      common costs, similar demand trends.[192] This is the approach adopted by the Commission in a number of recent cases.[193]

 104) Based on the above, the Commission considers that the price  correlation  analysis  submitted  by  the  Notifying  Party  is  not  directly
      informative for the relevant product market definition.

 105) Furthermore, the Commission notes that the data underlying the Notifying Party's price correlation analysis was not limited to  prices  but
      also included sales volumes at the product level. In the Commission's view, an analysis of volume data (individually or in conjunction with
      prices) should allow a more direct evaluation of the substitutability relationship between various  single  and  multi-symptom  drugs  that
      price correlations. Using this volume data, the Commission undertook a preliminary assessment of the impact of entry of Menarini (a single-
      symptom topical nasal drug producer) into the three Baltics countries and of Novartis in Romania and Slovakia on  the  volumes  of  topical
      nasal and multi-symptom drugs sold in those countries. The Commission also reviewed a similar analysis by the  Notifying  Party  which  the
      Commission had invited.[194] In the Commission's view, these analyses provided no clear evidence on the impact  of  these  entries  on  the
      volumes of drugs sold from a different medicine group (e.g. there is no clear impact of the entry of a topical nasal drug on the  sales  of
      multi-symptom drugs). As a result, the preliminary analysis of volume data is not informative for the definition of  the  relevant  product
      market.

  67) This, in turn, indicates that at this stage of the investigation the relevant product market needs to be defined based on  the  qualitative
      evidence collected from the market investigation.

      (ii) Commission's assessment of the qualitative evidence

 106) In the case at hand, the result of the market investigation was not entirely conclusive as to the exact scope of the product market,  while
      providing useful indications on possible delineations.

 107) First, elements from the market investigation indicate that a broad market encompassing all cold and flu products  is  unlikely.  In  fact,
      only a minority of customers view all single-symptoms products as interchangeable and that customers tend to treat the symptoms  they  have
      with the appropriate single-symptom product.[195]

 108) Some respondents indicated that customer may consider some group of single-symptom product as interchangeable; however there  was  no  firm
      indication in this sense.[196]

 109) Second, as to the competitive constraint posed by multi-symptoms products on single-symptom products, the market investigation was  unclear
      as to the appropriateness of regarding multi-symptom products as separate product market. In fact, albeit some customers have a  preference
      for multi-symptoms products, which indicates that they could constitute a market on their own, others tend to use the  appropriate  single-
      symptoms product, or a combination thereof when experiencing more than one symptom.[197] Also, it emerged that some customers prefer to use
      both a multi-symptom product and the appropriate single product(s) when treating a cold and  flu  event.  For  instance  "When  a  consumer
      suffers from cold and flu, he will usually take a multi-symptom product as a basis, and then a single-symptom one  depending  on  symptoms,
      both being perceived as complementary".[198] This was also confirmed by another competitor stating that "single symptoms products  are  not
      interchangeable with multi symptoms, but the may be used it concurrently".[199]

 110) What emerges from the market investigation, therefore, is that multi-symptoms products pose  a  competitive  constraint  on  single-symptom
      product; therefore product markets encompassing each individual single-symptom product and the multi-symptom products cannot be excluded.

  68)  In any event, the precise scope can be left open since the Transaction raises serious doubts as to  it  compatibility  with  the  internal
      market under alternative plausible market definitions described above, even if the precise scope of the product market  definition  is  not
      defined.

2 Relevant geographic markets

 111) The Commission has previously defined the geographic market for pharmaceutical products, including for cold and flu treatment  as  national
      in scope.[200] Also, the Notifying Party submits that the geographic market should be regarded as national in scope.

3 Competitive assessment

 112) If the product market is defined as encompassing multi-symptom products only, the Transaction would lead to 7 affected markets, of which  6
      Group 1 markets.[201]

                                 Table 12: Market size and market shares of the Parties in EEA affected countries
                                    based on the market for Multi-Symptom Products for cold and flu, 2011-2013

|Country                 |Year        |Market size                 |GSK                  |Novartis business   |Combined         |
|                        |            |(€ '000s)                   |                     |                    |                 |
|Bulgaria                |2013        |[15,000-16,000]             |[10-20]%             |[10-20]%            |[20-30]%         |
|                        |2012        |[14,000-15,000]             |[10-20]%             |[10-20]%            |[20-30]%         |
|                        |2011        |[15,000-16,000]             |[10-20]%             |[10-20]%            |[20-30]%         |
|Estonia                 |2013        |[1,000-2,000]               |[40-50]%             |[40-50]%            |[80-90]%         |
|                        |2012        |[1,000-2,000]               |[40-50]%             |[30-40]%            |[80-90]%         |
|                        |2011        |[1,000-2,000]               |[40-50]%             |[30-40]%            |[80-90]%         |
|Hungary                 |2013        |[16,000-17,000]             |[10-20]%             |[30-40]%            |[50-60]%         |
|                        |2012        |[15,000-16,000]             |[20-30]%             |[40-50]%            |[60-70]%         |
|                        |2011        |[15,000-16,000]             |[10-20]%             |[40-50]%            |[60-70]%         |
|Latvia                  |2013        |[3,000-4,000]               |[10-20]%             |[20-30]%            |[30-40]%         |
|                        |2012        |[3,000-4,000]               |[10-20]%             |[20-30]%            |[40-50]%         |
|                        |2011        |[3,000-4,000]               |[10-20]%             |[20-30]%            |[40-50]%         |
|                        |2013        |[5,000-6,000]               |[10-20]%             |[20-30]%            |[40-50]%         |
|Lithuania               |            |                            |                     |                    |                 |
|                        |2012        |[5,000-6,000]               |[10-20]%             |[20-30]%            |[30-40]%         |
|                        |2011        |[5,000-6,000]               |[20-30]%             |[20-30]%            |[40-50]%         |
|                        |2013        |[40,000-50,000]             |[30-40]%             |[10-20]%            |[40-50]%         |
|Romania                 |            |                            |                     |                    |                 |
|                        |2012        |[40,000-50,000]             |[30-40]%             |[10-20]%            |[40-50]%         |
|                        |2011        |[40,000-50,000]             |[30-40]%             |[5-10]%             |[40-50]%         |
|Slovak                  |2013        |[10,000-11,000]             |[20-30]%             |[20-30]%            |[40-50]%         |
|Republic                |            |                            |                     |                    |                 |
|                        |2012        |[9,000-10,000]              |[20-30]%             |[20-30]%            |[50-60]%         |
|                        |2011        |[9,000-10,000]              |[20-30]%             |[20-30]%            |[50-60]%         |

      Source: GSK, based on IMS Global Analysis data (Annex CH CF 7.7)

 113) In most of Group 1 countries, the combined market shares exceed [40-50]% and the Parties appear to be very close  competitors.  In  Estonia
      the combined market shares are particularly high ([80-90]%).

 114) If the relevant product markets were defined as encompassing a single-symptom product and the  multi-symptoms  product,  on  the  plausible
      market encompassing  multi-symptom and topical nasal products (ATC classes R5A+R1A7) the Transaction would lead to Group 1 markets  in  the
      following 8 Member States:

                                 Table 13: Market size and market shares of the Parties in EEA affected countries
                    based on the market for Topical Nasal decongestants and Multi-Symptom Products for cold and flu, 2011-2013

|Country                 |Year        |Market size               |GSK             |Novartis business|Combined          |
|                        |            |(€ '000s)                 |                |                 |                  |
|                        |2013        |[20,000-30,000]           |[10-20]%        |[10-20]%         |[20-30]%          |
|Bulgaria                |            |                          |                |                 |                  |
|                        |2012        |[20,000-30,000]           |[10-20]%        |[10-20]%         |[20-30]%          |
|                        |2011        |[20,000-30,000]           |[10-20]%        |[10-20]%         |[20-30]%          |
|                        |2013        |[20,000-30,000]           |[10-20]%        |[5-10]%          |[20-30]%          |
|Czech                   |            |                          |                |                 |                  |
|Republic                |            |                          |                |                 |                  |
|                        |2012        |[20,000-30,000]           |[10-20]%        |[5-10]%          |[20-30]%          |
|                        |2011        |[20,000-30,000]           |[10-20]%        |[5-10]%          |[20-30]%          |
|Estonia                 |2013        |[3,000-4,000]             |[20-30]%        |[30-40]%         |[50-60]%          |
|                        |2012        |[3,000-4,000]             |[10-20]%        |[30-40]%         |[50-60]%          |
|                        |2011        |[2,000-3,000]             |[20-30]%        |[30-40]%         |[50-60]%          |
|Finland                 |2013        |[8,000-9,000]             |[10-20]%        |[20-30]%         |[40-50]%          |
|                        |2012        |[10,000-11,000]           |[10-20]%        |[20-30]%         |[30-40]%          |
|                        |2011        |[8,000-9,000]             |[10-20]%        |[20-30]%         |[30-40]%          |
|Greece                  |2013        |[14,000-15,000]           |[20-30]%        |[40-50]%         |[60-70]%          |
|                        |2012        |[13,000-14,000]           |[20-30]%        |[40-50]%         |[70-80]%          |
|                        |2011        |[12,000-13,000]           |[10-20]%        |[40-50]%         |[60-70]%          |
|                        |2013        |[20,000-30,000]           |[10-20]%        |[20-30]%         |[30-40]%          |
|Hungary                 |            |                          |                |                 |                  |
|                        |2012        |[20,000-30,000]           |[10-20]%        |[20-30]%         |[40-50]%          |
|                        |2011        |[20,000-30,000]           |[10-20]%        |[30-40]%         |[40-50]%          |
|Latvia                  |2013        |[5,000-6,000]             |[5-10]%         |[20-30]%         |[30-40]%          |
|                        |2012        |[6,000-7,000]             |[10-20]%        |[20-30]%         |[30-40]%          |
|                        |2011        |[5,000-6,000]             |[10-20]%        |[20-30]%         |[30-40]%          |
|                        |2013        |[9,000-10,000]            |[10-20]%        |[20-30]%         |[30-40]%          |
|Lithuania               |            |                          |                |                 |                  |
|                        |2012        |[8,000-9,000]             |[10-20]%        |[20-30]%         | [30-40]%         |
|                        |2011        |[8,000-9,000]             |[10-20]%        |[20-30]%         | [30-40]%         |
|                        |2013        |[14,000-15,000]           |[5-10]%         |[40-50]%         |[40-50]%          |
|Netherlands             |            |                          |                |                 |                  |
|                        |2012        |[15,000-16,000]           |[5-10]%         |[40-50]%         |[40-50]%          |
|                        |2011        |[15,000-16,000]           |[5-10]%         |[30-40]%         |[40-50]%          |
|                        |2013        |[50,000-60,000]           |[20-30]%        |[10-20]%         |[40-50]%          |
|Romania                 |            |                          |                |                 |                  |
|                        |2012        |[50,000-60,000]           |[20-30]%        |[10-20]%         |[40-50]%          |
|                        |2011        |[50,000-60,000]           |[20-30]%        |[10-20]%         |[40-50]%          |
|Slovak Republic         |2013        |[20,000-30,000]           |[10-20]%        |[20-30]%         |[30-40]%          |
|                        |2012        |[18,000-19,000]           |[10-20]%        |[20-30]%         |[30-40]%          |
|                        |2011        |[18,000-19,000]           |[10-20]%        |[20-30]%         |[30-40]%          |
|Sweden                  |2013        |[13,000-14,000]           |[30-40]%        |[50-60]%         |[80-90]%          |
|                        |2012        |[13,000-14,000]           |[30-40]%        |[50-60]%         |[80-90]%          |
|                        |2011        |[12,000-13,000]           |[30-40]%        |[40-50]%         |[80-90]%          |
|                        |2013        |[30,000-40,000]           |[40-50]%        |[5-10]%          |[50-60]%          |
|UK                      |            |                          |                |                 |                  |
|                        |2012        |[30,000-40,000]           |[40-50]%        |[5-10]%          |[50-60]%          |
|                        |2011        |[30,000-40,000]           |[40-50]%        |[5-10]%          |[50-60]%          |

      Source: GSK, based on IMS Global Analysis data (Annex RFI 3 Q 5)

 115) In Sweden, the combined market share of the Parties would be particularly high ([80-90]%) and the OTC  JV  will  be  almost  the  only  one
      supplier.

 116) If the market was to be defined as encompassing not only multi-symptom and topical nasal decongestant, but  also  ATC4  class  R1A9  "other
      topical nasal preparations", the combined market shares of the Parties would significantly decrease in Greece ([30-40]% in 2013) and the UK
      ([50-60]%  in 2013).

 117) In other Group 1 countries, the combined market shares exceed [40-50]% and the Parties appear to be very close competitors,  in  particular
      in Estonia, Hungary, Latvia, Lithuania and Romania.

      The Notifying Party's arguments

  69) The Notifying Party considers that despite the significant market share accretions in certain  Member  States,  the  Transaction  will  not
      significantly impede effective competition in the EEA.  It  argues  that  (i)  the  combined  entity  will  face  strong  competition  post
      transaction, (ii) the Parties are not each other closest competitor, (iii) barriers to entry and expansion are limited, and (iv)  customers
      (wholesalers, pharmacy chains/buying group as the case may be) exercise relevant buyer power.

  70) First, the combined entity will continue to face fierce and growing competition from global healthcare  companies  with  strong  portfolios
      such as J&J, Pfizer, Bayer, Reckitt Benckiser, PGT Healthcare (the joint-venture between Procter&Gamble  and  Teva),  Boiron  that  have  a
      significant presence in the affected markets. Local competitors, including Olvos Science in  Greece,  Biopharma  in  the  Netherlands,  the
      Polish company US Pharmacia in Lithuania and the Slovenian company KRKA in Latvia and Lithuania, have also obtained sizeable market shares.
      According to the Notifying Party, apart from brand, consumers may  be  interested  in  other  factors  such  as  label  indication,  active
      ingredients, price or the pharmacists' recommendation. Thus private label and generic products will exert a competitive  constrain  on  the
      pricing of the OTC JV's products in the cold and flu area.

  71) Second, the Notifying Party indicates that the Parties are not each other's closest competitors. In fact, the Parties'  product  portfolios
      and presence are highly complementary: GSK focuses on multi-symptom cold and flu treatments whereas Novartis' focus is  rather  on  topical
      nasal preparations.

  72) Third, the Notifying Party submits that the barriers to entry in the cold and  flu  segment  are  limited.  Moreover,  the  probability  of
      expansion, especially in response to a potential price increase is rather high as manufacturers can and do use contract manufacturers  that
      are able to adapt their production facilities quickly and manufacture a variety of formulations and products. According  to  the  Notifying
      Party, PGT has recently introduced a multi-symptom cold and flu under its Vicks brand in the EEA and Reckitt Benckiser has introduced a new
      cold and flu product in line with its Nurofen product.

  73) Finally, the Notifying Party submits that the combined entity will be constrained by  large  wholesalers  and  pharmacy  chains  that  have
      negotiating power. Wholesalers can easily adapt their stock and inventory and  favour  suppliers  that  offer  them  the  best  conditions.
      Pharmacies can shift volume through shelf space policy, promotional support and recommendations to patients.

      Commission’s assessment

 118) Several elements from the market investigation indicate that a significant number of players are active in the cold and  flu  segment.[202]
      According to a competitor, "the cold and flu market is a mature market with established players and stable prices".[203]

 119) Elements from the market investigation confirmed that generic products and private label product exert competitive  constraint  on  branded
      products, however only to a limited extent.[204] In fact, the available evidence suggests that in the cold and flu space brand  competition
      is a key factor.[205] "For instance in the UK brands are still  popular,  although  cheap  alternatives  exist."[206]  For  some  plausible
      markets, the importance of brands seems to be lower. For a competitor, "the role of generics in a given countries depends on the set up  of
      distribution channels in the country"[207] However, on the plausible product market encompassing multi-symptom products only, brand appears
      to be the key parameter of competition.[208]

 120) Also, the Parties have particularly strong brands, especially in the multi-symptoms products segment. This is also confirmed  by  the  fact
      that a majority of respondents claim that they could not stop selling the Parties’  products  without  incurring  in  significant  loss  of
      sales.[209]

 121) Brands are also a particularly important parameter of competition as, in the cold and flu space,  the  majority  of  end  customer  usually
      purchase the products without seeking advice of the pharmacist  (so  called  “unassisted  sales”).  Also,  in  the  course  of  the  market
      investigation it emerged that, when approached by the end users for advice, pharmacist generally tend to suggest branded products[210]  for
      a variety of reasons,   including that customers tend to have trust in the effectiveness of branded products they are familiar with.[211]

 122) Second, contrary to the Notifying Party's arguments, elements from the market investigation confirmed that the  Parties  exert  significant
      competitive constraints on each other. The majority of customers, in fact, perceive GSK  and  Novartis  as  amongst  each  other's  closest
      competitor, if not the closest in some areas of the cold and flu space.[212] This is further  confirmed  by  competitors  who  consistently
      classify GSK and Novartis among the top 5 competitors in various segments of the cold and flu space.[213]

 123) Third, responses to the market investigation indicate that manufacturers of OTC products may  encounter  difficulties  when  they  want  to
      expand from one category to the other in the cold and flu segment. Contrary to the Notifying Party's representation, the  majority  of  the
      respondents to the market investigation claim that expanding in segment of the cold and flu space where  they  are  not  yet  active  would
      require a high investment and a long time frame, in excess of two years.[214]

 124) Fourth, the available evidence does not support the Notifying Party’s view with  respect  to  the  allegedly  significant  buyer  power  of
      wholesalers. In the course of the market investigation, in fact, it clearly emerged that wholesaler have little buyer power.  In  the  vast
      majority of the cases, in fact, wholesalers tend to stock the full line of products from each player on the market, or at  least  from  the
      strongest players on the market as the Parties are, without strongly negotiating on price. In fact, usually wholesalers pass on  any  price
      increase to the retail level.[215]

 125) In some Member States, such as the Netherlands and the UK, the Parties seem not to be particularly close competitors and the  increment  in
      market share is limited. In fact, on the plausible market for topical nasal decongestants and multi-symptom products, the increment derives
      from single-symptoms sales and multi-symptoms sale.

      Conclusion

  74) In light of the above and of all available evidence, the Commission concludes  that  the  Transaction  raises  serious  doubts  as  to  its
      compatibility with the internal market as regards multi-symptom products and topical nasal products in Estonia, Finland,  Hungary,  Latvia,
      Lithuania, Romania, Slovak Republic and Sweden, as it would lead to a creation or strengthening of dominance.

6 ALLERGIC RHINITIS TREATMENTS

  75) Allergic rhinitis ("AR") is the inflammation of the mucous membrane of the nasal passages caused by an allergic reaction. There is no known
      cure for allergic rhinitis; the treatment focuses largely on the alleviation of symptoms after exposure to  an  allergen.  The  traditional
      treatments consist of anti-histamines, nasal corticosteroids and systemic nasal preparations.

  76) Allergic rhinitis treatments can be broadly divided  in  preventive  treatments  and  reactive  treatments.  Preventive  treatments  (nasal
      corticosteroids without anti-infectives ATC class R1A1, systemic antihistaminic ATC class R6A and  nasal  anti-allergic  agents  ATC  class
      R1A6) are used before the occurrence of allergy symptoms to avoid their occurrence. Reactive treatments (systemic  nasal  preparations  ATC
      class R1B and topical nasal decongestants ATC class R1A7) are used only to ease the symptoms.

  77) However, reactive treatments are the same products as in the cold and flu space and have no direct effect on the allergic process. They are
      just used to alleviate the symptoms (as for example a runny nose) which are similar to the ones of cold and flu.

  78) GSK sells Flixonase, a nasal spray that contains fluticasone propionate (R1A1), a synthetic corticosteroid (or steroid).  The  medicine  is
      indicated for the prophylaxis and treatment of allergic rhinitis. In some EEA Member States it is a prescription product, whereas in others
      it is sold as OTC. GSK also supplies, only in Ireland and the UK,  Piriton  and  Piriteze.  Piriton  contains  the  sedating  antihistamine
      chlorphenamine maleate as active ingredient. Piriteze contains the antihistamine cetirizine  hydrochloride.  These  products  are  systemic
      antihistamines (R6A) and can be used for symptomatic control of all allergic conditions responsive to antihistamines.

  79) Novartis sells Fenistil and Tavegil, systemic antihistamines (R6A) indicated to prevent symptoms such as runny nose, itchy watery eyes, and
      sneezing. Novartis also supplies Vibrocil, a nasal anti-allergic agent (R1A6), which is available as nasal drops,  nasal  spray,  and  gel.
      Vibrocil is indicated for acute and chronic rhinitis, allergic rhinitis, and sinusitis.

1 Relevant product markets

      The Notifying Party's arguments

  80) The Notifying Party claims that a distinction should be drawn between preventive and reactive AR treatments. It is unlikely  that  patients
      will substitute preventive treatments for reactive treatments or vice versa, as there are significant differences in therapeutic use,  mode
      and speed of action, and side effects. Hence, the Notifying Party submits that reactive  nasal  decongestants  (R1A7)  and  systemic  nasal
      preparations (R1B) should be distinguished from preventive dedicated allergy treatments. Preventive  treatments  often  need  to  be  taken
      continuously and should be used for a whole period whereas the reactive treatments are typically faster acting and should  be  used  for  a
      short period of time to address acute symptoms.

  81)  Furthermore, within preventive AR treatments, the Notifying Party indicates that it is appropriate to  consider  the  different  types  of
      preventive allergic rhinitis treatments (AR treatments for systemic antihistamines (R6A),  nasal  corticosteroids  without  anti-infectives
      (R1A1), and nasal anti-allergic agents (R1A6)) as part of a single relevant market. Nasal anti-allergic agents and systemic  antihistamines
      prevent the effects of histamine release, while nasal corticosteroids block the allergy process at an earlier stage. However,  despite  the
      different mode of action, the Notifying Party points out that each of these types of products are preventive, dedicated allergy treatments.

           Previous decisional practice

  82) In past decisions the Commission has analysed the relevant product  market  with  reference  to  ATC3  or  ATC4  classification  given  the
      significant differences between products at the ATC4 level.

  83) In several former cases the Commission considered separate markets  at  ATC3  level  for  systemic  anti-histamines  (R6A),  topical  nasal
      preparations (R1A), and systemic nasal preparations (R1B) but did not reach a conclusion on the market definition.[216] However, in  M.1846
      Glaxo Wellcome/SmithKline Beecham the Commission considered the ATC4 level as appropriate for defining the product market.  In  that  case,
      the ATC3 class R1A has been considered too wide as it encompasses a number of products for the topical application to the nose which  cover
      different indications and offer different modes of action. [217]

            Commission's assessment

 126) Elements from the market investigation confirmed that the allergy products likely constitute a separate category from  cold  and  flu.  The
      majority of respondent to the market investigation, in fact, claimed that end customers do not purchase reactive (cold and flu) products to
      treat an AR, and when this happens is generally due to misdiagnosis of the symptoms they are experiencing. "At the beginning or at the  end
      of the season, allergic people may misdiagnose their symptoms of hay fever and believe that they suffer from cold and flu. Therefore,  they
      will buy a cold and flu product. However, this behaviour is marginal." [218]

 127) Also, as stated by one competitor "the cold and flu and the allergy segments are distinct, both in terms  of  consumer  perception  and  of
      size. The allergy category is smaller than the cough and cold in Europe. Prescriptions have a much more prominent role in allergy  than  in
      cough and cold, which shapes the way marketing activities are conducted. In cough  and  cold  the  target  is  the  final  consumer,  while
      physicians are also a target in the allergy segment. European consumers typically show better ability to distinguish  between  allergy  and
      cough and cold, both in terms of diagnosis and product choice. In other geographies, like for instance the emerging countries, misdiagnosis
      is more common than in Europe. The quality of the health systems  and  easy  access  to  physicians  in  Europe  partially  explains  these
      differences. Currently, in Europe the overlap between the allergy segment and the cough and cold segments is minimal."[219]

 128) One respondent to the market investigation pointed out that "Allergy is treated differently than cold and flu. The pattern of symptoms  and
      the seasonality are sufficiently differentiated and it allows customers to be in general able  to  self-assess  the  cause,  distinguishing
      between allergy and cold".[220] Further, the respondent indicated that "Across Europe, customers typically have good access to professional
      advice and are increasingly able of self-diagnose and treat of these types of conditions."  Besides,  "cold  &  flu  products  and  allergy
      products are typically not available in the same shelf space, facilitating that customers make the right choice."

 129) As to the appropriateness of further segmenting the product market, responses to the market investigation indicate that  generally  topical
      and systemic products are not regarded as interchangeable. However the market investigation was not conclusive on this point.

 130) As to a further segmentation of topical AR treatment by ATC4  classification,  the  available  evidence  does  not  allow  for  a  definite
      conclusion. However, products falling in ATC4 R1A6 and products falling in ATC4 class R1A1 have different mode of action,  generally  treat
      allergies of different severities and greatly differ in prices. Therefore, it is plausible to consider nasal corticosteroids without  anti-
      invectives (R1A1), and nasal anti-allergic agents (R1A6) to constitute separate product market.

 131) In any event, the exact market can be left open as the Transaction does not raise serious doubts under any plausible market definition  set
      out above.

2 Relevant geographic markets

  84) The Notifying Party does not contest the considerations in Commission's previous decisional practice[221] and take the view that the market
      for the supply of AR products is national for the same reasons as other OTC pharmaceuticals. Elements from the  market  investigation  have
      entirely confirmed the Notifying Party’s view.[222]

3 Competitive assessment

 132) If ATC4 classes R1A6 and R1A1 and ATC3 class R1B were to be considered as separate product markets, the Transaction would not lead  to  any
      overlap.

 133) On the contrary, if the product market was defined as encompassing ATC4 classes R1A1 and R1A6,  the  Transaction  would  generate  1  Group
      country: Latvia, with a post transaction [90-100]% combined market share. This, however, does not fully reflect the dynamics of the market,
      as clarified below.

      The Notifying Party's arguments

  85) The Notifying Party claims that in this space the Transaction does not lead to any competition concerns due to the following elements:  (i)
      The combined entity will face strong competition post transaction; (ii) The Parties are not each other closest competitor;  (iii)  Barriers
      to entry and expansion are limited; and (iv) Customers (wholesalers, pharmacy chains/buying group as the case may be) exercise buyer power.

  86) First, the Notifying Party submits that the combined entity will continue to face fierce and growing  competition  from  global  healthcare
      companies with strong portfolios such as J&J, Omega, Merck, and Sanofi, which are active throughout the EEA. Local  competitors,  including
      Olainfarma in Latvia, Orion in Finland, Bracco in Italy and Almirall in Sweden will also exert a significant competitive  pressure  on  the
      OTC JV. Private label products also play an increasingly important role in countries with well-established pharmacy chains. In the  UK,  in
      addition to Boots, all major pharmacy and retail chains have a range of private label products that compete  with  the  Parties'  products.
      According to the Notifying Party, generic products also exert significant competitive pressure.

  87) Second, the Notifying Party indicates that the Parties are not each other's closest competitor. In fact, the  Parties'  products  portfolio
      and presence are highly complementary; GSK focuses on nasal corticosteroids without anti-infectives (R1A1), in which Novartis is active  in
      one Member State without a geographic overlap whereas Novartis' focus is rather on products containing antihistamines.

  88) Third, the Notifying Party further points out the limited barriers to  entry  in  the  market.  Moreover,  the  probability  of  expansion,
      especially in response to a potential price increase is rather high as manufacturers can and do use contract manufacturers that are able to
      adapt their production facilities quickly and manufacture a variety of formulations and products. According to the Notifying Party, Actavis
      has recently introduced its cetirizin systemic antihistamine product to Latvia. Similarly, Omega Pharma entered the UK,  and  Ireland  with
      the nasal anti-allergic Prevalin in 2011.

  89) Finally, the Notifying Party submits that the OTC JV will be constrained by large wholesalers and pharmacy  chains  that  have  negotiating
      power. Wholesalers can easily adapt their stock and inventory and favour suppliers that offer them  the  best  conditions.  Pharmacies  can
      shift volume through shelf space policy, promotional support and recommendations to patients. For instance, the Notifying Party points  out
      that Apoteket AB, Sweden's biggest pharmacy chain, is actively positioning its allergy brand Apofri against the competing products  through
      shelf policy, promotions and recommendations.

      Commission’s assessment

 134) The AR is a competitive market where a number of players are active. In this  space,  generic  products  exert  a  significant  competitive
      pressure on branded products.

 135) In the AR space, the main elements of competition appear to be price and innovation. Customers in  this  segment  are  usually  more  price
      sensitive and more prone to purchasing generic or private label products than for other OTC categories. Some respondent  also  pointed  out
      that an innovative product could grant a competitive advantage, however this does not exclude the possibility of effectively  compete  with
      generic products based on expired IP rights.[223]

 136) It also emerged that the AR space is less mature compared to the Cold and Flu space and brand awareness and loyalty are less relevant  than
      in the latter.

 137) Furthermore, if the product market was to be defined as  encompassing  ATC4  classes  R1A1  and  R1A6,  the  Parties  would  not  be  close
      competitors.

 138) First, the products from GSK and Novartis have different active ingredients and different mode of actions. GSK' product,  Flixonase,  is  a
      topical nasal corticosteroid which contains corticosteroids as active ingredient. Corticosteroids intervene at a very early  stage  of  the
      allergic process preventing the release of  the  inflammatory  mediators,  including  histamines.  Antihistamines,  the  active  ingredient
      contained in Novartis' Vibrocil, on the contrary intervene at a subsequent  stage  of  the  allergic  event.  These  categories  of  active
      ingredients do not prevent the release of histamines but rather counteract their effect on the body.

 139) Second, the Parties' products target different severity of allergies. Corticosteroids are recommended to  treat  severe  allergies  whereas
      antihistamines are best placed to treat mild allergies.

 140) Third, nasal corticosteroid and antihistamine do not offer the same level of  effectiveness  against  the  spectrum  of  allergy  triggers.
      Corticosteroids, in fact, are effective against the full spectrum of allergy triggers (such as smoke, pollution, strong smells, temperature
      changes, pollen, house dust mites, mold spores and animal dander) whereas anti-histamines are effective against a more  limited  number  of
      allergy triggers (pollen, house dust mites, mold spores and animal dander).

 141) Fourth, the Parties' products are sensibly differently priced. Based on IMS data, in Latvia nasal corticosteroids (such as  Flixonase  from
      GSK) are on average almost [factor] as expensive as topical anti allergic agents (such as Vibrocil from Novartis). According to  IMS  data,
      on average the price of a nasal corticosteroid product is EUR [5-10] per pack and EUR [0.05-0.10] per dose whereas the  price  of  a  nasal
      anti-allergic agent is EUR [1-5] per pack and EUR [0.01-0.05] per dose. This ratio applies also to the respective products of the Parties.

 142) In addition, the majority of respondents  to  the  market  investigation  in  fact  do  not  consider  the  Parties  as  each  other  close
      competitors.[224]

      Conclusion

 143) In light of the above and of all available evidence, the Commission concludes that the Transaction does not raise serious doubts as to  its
      compatibility with the internal market as regards Allergic Rhinitis products under any plausible market definition.

7 PAIN MANAGEMENT

1 Relevant product markets

  90) Humans experience pain in various forms, i.e. acute (e.g. toothaches, muscle sprains), episodic (e.g.  headaches,  menstrual  pain,  muscle
      strain) or chronic (e.g. arthritis) pain, and across different parts of the body, such as in the head, muscles, bones, joints, or mouth.

  91) OTC pain management products are designed to enable consumers to manage the symptoms of mild to moderate acute, episodic or chronic pain on
      their own. These can be systemic treatments (for oral intake), which target pain centrally, and topical pain  treatments  (applied  to  the
      skin), which treat pain symptoms locally and tend to have different active ingredients to systemic pain treatments.

  92) Most OTC pain management products are classified in ATC classes “N2 – Analgesics”, “M – Musculo-Skeletal System” or “A –  Alimentary  Tract
      and Metabolism”:

                                                Table 14: Pain Management treatments, ATC classes
|ATC Code            |                                                                                              |
|Oral Intake (Systemic Products)                                                                                    |
|N2B                 |Non-Narcotics and Anti-Pyretics                                                               |
|N2C                 |Anti-Migraine Preparations                                                                    |
|M1A                 |Anti-Rheumatics, Non-Steroidal                                                                |
|M5X                 |All Other Musculoskeletal Products                                                            |
|G2X1                |Gynaecological Antispasmodics                                                                 |
|A3D                 |Antispasmodic/Analgesic Combinations                                                          |
|Applied to Skin (Topical Products)                                                                                 |
|M2A                 |Topical Anti-Rheumatics and Analgesics                                                        |

      Source: Form CO

  93) GSK is mostly active in systemic pain management treatments, in particular with its core product line Panadol, a family  of  analgesic  and
      anti-pyretic preparations with the active ingredient paracetamol. Panadol is recommended for the treatment  of  most  painful  and  febrile
      conditions, including rheumatic and muscle pains or non-serious arthritis. Novartis is mostly active in topical pain management treatments,
      in particular with its key product Voltaren, a non-steroidal anti-inflammatory preparation that contains the active ingredient  diclofenac.
      Voltaren gel is indicated for the local symptomatic relief of pain and inflammation in  trauma  of  the  tendons,  ligaments,  muscles  and
      joints, e.g. due to sprains, strains and bruises, localised forms of soft tissue rheumatism.

  94) The Parties' activities overlap in several Member States for the ATC3 classes N2B (to which systemic Panadol  belong)  and  M2A  (to  which
      topical Voltaren belong).

      The Notifying Party's arguments

  95) The Notifying Party submits that topical and systemic pain relief products belong to separate product markets, as systemic pain  management
      products relieve pain generally (headache, backache, menstrual pain, mouth pain,  etc.)  and  are  taken  centrally,  irrespective  of  the
      location of pain, while topical products are designed for local relief of specific and targeted pain (e.g. musculoskeletal pain).

  96) The Notifying Party also claims that topical anti-rheumatics and analgesics (M2A) make up a separate  market  within  topical  pain  relief
      products.

  97) With respect to systemic pain relief products, the Notifying Party considers that it would be more meaningful to consider a broad  systemic
      pain management market including non-narcotics and anti-pyretics (N2B), anti-migraine  preparations  (N2C),  non-steroidal  anti-rheumatics
      (M1A), all other musculoskeletal products (M5X), antispasmodics (A3D) and gynaecological  antispasmodics  (G2X1).  Indeed,  these  products
      typically contain the very same ingredients  (paracetamol,  non-steroidal  anti-inflammatory  drugs  such  as  aspirin  or  ibuprofen,  and
      supplemental ingredients like caffeine), and often even in the same doses. Consumers also consider general systemic pain relief products as
      substitutes for targeted systemic products such as anti-rheumatics.

  98) Finally, the Notifying Party does not consider that a further segmentation between paediatric and  adult  products  would  be  appropriate.
      While, in some instances, there are dedicated paediatric treatments in the over-the-counter pain management space,  which  may  come  in  a
      different galenic form (suspension and suppositories) from adult treatments, they are generally based on the same active  ingredient,  with
      different dosage or concentration levels and potentially with slightly different packaging. In practice, adult pain relievers often contain
      dosage instructions for children and adults and may thus be used for  both  adults  and  children.  As  a  result  the  boundaries  between
      paediatric and adult use are often blurred.

      Previous decisional practice

  99) The Commission has distinguished between topical and systemic pain management products in its case precedents:

        a) Regarding systemic products, the Commission identified a separate product market consisting of ATC3 class N2B (non-narcotics and anti-
           pyretics).[225] Within this market, the Commission left open the distinction between adult and paediatric treatments.[226]

        b) Regarding topical products, the Commission identified a separate product market consisting of ATC3 class M2A (topical anti-rheumatics
           and analgesics).[227]

      Commission's assessment

 100) While elements from the market investigation and internal documents from  the  Parties  suggested  alternative  product  markets,[228]  the
      distinction between systemic and topical pain management products was broadly confirmed.  One  competitor  mentioned  that  "systemic  pain
      management products are used for the treatment of different types of pain, while topical pain management products are  typically  used  for
      body pain (for instance, back pain or sport injuries)",[229] while another submitted that "the systemic and topical pain management markets
      are separate".[230]

 101) Furthermore, while respondents to the market investigation in this case suggested these markets may be broader in scope, on  the  basis  of
      all available evidence the Commission cannot exclude the existence of a separate N2B market and a separate M2A market. In  any  event,  the
      exact dimension of the product market definition can be left open for the purposes of the present decision. In particular, as to  the  ATC3
      class N2B, the distinction between adult and paediatric treatments can be left open as serious doubts arise in this case regardless of  the
      precise product market definition.

2 Relevant geographic markets

 102) In line with past decisions, the pain management markets are analysed at the national level.[231] The  Notifying  Party  does  not  contest
      this.

3 Competitive assessment

 103) The Transaction would result in one affected market for non-narcotics and anti-pyretics (N2B), Sweden, and two affected markets for topical
      anti-rheumatics and analgesics, France and Poland.

 104) The Parties’ market shares would not vary significantly based on a further  segmentation  between  adult  and  paediatric  treatments.  The
      overlaps between the Parties in adult general pain relief are largely similar to the overlaps in general pain treatments (non-narcotics and
      antipyretics, N2B), and would also result in only one affected market, Sweden. There is no geographic overlap in  paediatric  general  pain
      relief. This further segmentation will therefore not be discussed separately.

1 Horizontal overlaps – Systemic pain management products

      Table 15: Market size and market shares of the Parties in EEA affected countries based on a market for non-narcotics and anti-pyretics
                                                                 (N2B), 2011-2013

|Country                 |Year        |Market size              |GSK             |Novartis business|Combined         |
|                        |            |(€ '000s)                |                |                 |                 |
|Sweden                  |2013        |[40,000-50,000]          |[40-50]%        |[10-20]%         |[50-60]%         |
|                        |2012        |[40,000-50,000]          |[40-50]%        |[10-20]%         |[50-60]%         |
|                        |2011        |[40,000-50,000]          |[40-50]%        |[10-20]%         |[50-60]%         |

           Source: GSK, based on IMS data (Annex CH PM 7.3)

      The Notifying Party's arguments

 105) The Notifying Party claims that their combined shares are moderate ([50-60]%) and that the merged  entity  will  continue  to  face  strong
      competition from international players Meda ([20-30]%), Takeda ([5-10]%) and J&J ([0-5]%), as well as from local players  Apofri  ([5-10]%)
      and Orifarm ([0-5]%), which only recently entered the Swedish market (in 2009 and 2010 respectively) and  have  already  gained  a  notable
      market share.

 106) The Notifying Party believes that the Parties' products are not each other’s closest substitutes. GSK offers the paracetamol-based  Panodil
      and Alvedon general pain treatment tablets, mainly associated with general pain, fever and headache, while Novartis offers Voltaren tablets
      and soft capsules based on the non-steroidal anti-inflammatory drug diclofenac, mainly associated with more severe pain,  inflammation  and
      joint stiffness caused by arthritis and sport injuries. GSK views Meda’s  Treo  (aspirin)  and  J&J’s  Ipren  (ibuprofen)  as  closest  and
      strongest competitors to Panodil and Alvedon in Sweden. In terms of product characteristics, GSK submits that a close substitute to Panodil
      and Alvedon is Takeda's branded generic paracetamol-based Pamol, launched in 2010. Apofri’s private label Paracetamol Apofri and  Orifarm’s
      generic Paracetamol Orifarm also have the same active ingredient as Panodil and Alvedon.

 107) Finally, the Notifying Party submits that there is a high degree of buyer power in Sweden, where the market  is  consolidated  at  pharmacy
      level. Indeed, there are four to five large pharmacy chains in Sweden, accounting for around [80-90]% of total OTC  retail  sales.  Two  of
      these (Kronans Droghandel and Apoteket AB) are owned and controlled by two of the large wholesalers (Oriola and Apoteket AB).

      Commission's assessment

 108) First, the Commission takes note that the majority of Swedish respondents from the demand-side expect that the  price  of  pain  management
      products will likely increase following the Transaction. One customer indicated that "GSK and Novartis are two  very  strong  suppliers  of
      pain management products […] and have a powerful position with this merger to increase any prices in this segment  with  few  competitors",
      while another highlighted that "GSK and Novartis own two of the three largest brands in pain management in terms of sales value".[232]

 109) Internal documents from the Parties show that […]. There is a high-degree of cross-usage for these brands. For instance an internal  survey
      indicates that […].[233] Based on IMS data, in 2013, these five brands amounted to […] of the N2B market  in  Sweden,  while  the  Parties'
      three brands amounted to […] of this market.[234] Furthermore, a strategy document from Novartis shows that […], and reads  "[…]",  clearly
      evidencing […].[235]

      Conclusion

 110) In light of the above and of all available evidence, the Commission concludes  that  the  Transaction  raises  serious  doubts  as  to  its
      compatibility with the internal market as regards non-narcotics and anti-pyretics (N2B) in Sweden, as  it  would  lead  to  a  creation  or
      strengthening of dominance.

2 Horizontal overlaps – Topical pain management products

        Table 16: Market size and market shares of the Parties in EEA affected countries based on a market for topical anti-rheumatics and
                                                           analgesics (M2A), 2011-2013

|Country                 |Year        |Market size              |GSK             |Novartis business|Combined         |
|                        |            |(€ '000s)                |                |                 |                 |
|France                  |2013        |[80,000-90,000]          |[10-20]%        |[10-20]%         |[30-40]%         |
|                        |2012        |[80,000-90,000]          |[10-20]%        |[10-20]%         |[30-40]%         |
|                        |2011        |[80,000-90,000]          |[10-20]%        |[10-20]%         |[30-40]%         |
|Poland                  |2013        |[50,000-60,000]          |<[0-5]%         |[20-30]%         |[20-30]%         |
|                        |2012        |[40,000-50,000]          |<[0-5]%         |[10-20]%         |[10-20]%         |
|                        |2011        |[50,000-60,000]          |[0-5]%          |[10-20]%         |[10-20]%         |

           Source: GSK, based on IMS data (Annex CH PM 7.2)

      The Notifying Party's arguments

 111) In France, the Notifying Party claims that the combined entity will continue to face vigorous competition from a variety of  international,
      generics, private label and local competitors, including Laboratoires Genevrier ([10-20]% market share), Merck ([5-10]%), Cooper France ([5-
      10]%), Pfizer ([5-10]%) and Sanofi ([5-10]%).

 112) In Poland, GSK claims that its topical product Ketoprom was discontinued in 2011, in connection with the  product  switching  from  OTC  to
      prescription bound status. There were only minimal sales in 2013, and GSK […].

      Commission's assessment

 113) In France, the Parties' combined market share is modest ([30-40]%), and there will remain a number of local and  international  competitors
      following the Transaction. In Poland, GSK will bring a very small increment resulting from sales of a product discontinued in  2011  (which
      generated almost no sales in 2012 and 2013).

      Conclusion

 114) In light of the above and of all available evidence, the Commission concludes that the Transaction does not raise serious doubts as to  its
      compatibility with the internal market as regards topical anti-rheumatics and analgesics (M2A).

8 GASTROINTESTINAL TREATMENTS

1 Relevant product markets

 115) Proton pump inhibitors ("PPIs"), H2 antagonists, alginates and antacids are considered to form part of a hierarchy of  treatments  for  the
      diseases of the upper gastrointestinal area.

 116) Antacids, antiflatulents and carminatives belong to the ATC3 class A2A. These drugs are used for the treatment of mild digestive disorders,
      often for self-medication. This is therefore essentially an OTC market, although some products may also  be  reimbursable  when  bought  on
      prescription.

                                         Table 17: Acid-related gastrointestinal treatments, ATC classes

|ATC Code            |                                                                                              |
|A2A – Antacids, antiflatulents, carminatives                                                                       |
|A2A1                |Plain antacids                                                                                |
|A2A2                |Plain antiflatulents                                                                          |
|A2B – Antiulcerants                                                                                                |
|A2B1                |H2 antagonists                                                                                |
|A2B2                |Acid pump inhibitors                                                                          |

           Source: Form CO

 117) GSK manufactures and markets mostly antacids, with products ENO, Tums and Andrews, and an H2 antagonist  Zantac  in  a  limited  number  of
      countries. It does not market PPIs. Novartis manufactures and markets Pantoloc Control, a PPI tablet, and also supplies to a limited extent
      Bicarbonato Torrez Munoz, an antacid that contains sodium bicarbonate and is sold only in Spain in the EEA.

      The Notifying Party's arguments

 118) The Notifying Party takes the view that the market should be defined at the ATC4 level. The Notifying Party submits in particular that PPIs
      (A2B2) constitute a relevant product markets separate from antacids (A2A1). PPIs are used  preventively  to  provide  extensive  relief  of
      chronic heartburn and are much stronger whereas antacids are used reactively for immediate relief. The Notifying Party further submits that
      H2 antagonists (A2B1) should also be considered as forming a separate relevant product market from antacids,  as  they  are  normally  used
      preventively and do not provide immediate relief.

      Commission's assessment

 119) The Commission has previously considered that antacids, antiflatulants and carminatives may  constitute  a  relevant  product  market.[236]
      However, there are also grounds to consider antacids separately from antiflatulants and carminatives,  given  that  stomach  acidity  is  a
      distinct condition from intestinal gas.[237]

 120) As regards proton pump inhibitors, the Commission concluded in the past that there were grounds  to  assess  a  product  market  definition
      comprising only PPIs.[238] In any event, the exact dimension of the product market definition can be left open  for  the  purposes  of  the
      present decision, as the Transaction does not give rise to any competitive concerns under any potential market definition.

2 Relevant geographic markets

 121) In line with past decisions, the gastrointestinal markets are analysed at the national level.[239] The Notifying  Party  does  not  contest
      this.

3 Competitive assessment

 122) At ATC4 level, with antacids (A2A1), H2 antagonists (A2B1) and PPIs (A2B2) forming separate markets, the Parties' activities  only  overlap
      in Spain, which is not an affected market (combined share [10-20]%).

 123) In a broad market including all acid-related GI treatments (A2A+A2B), the Transaction would only result in five country-level overlaps[240]
      and would not result in any affected markets. Furthermore, the OTC JV will continue to face competition from  global  healthcare  companies
      such as J&J, Bayer, Reckitt Benckiser and Sanofi.

 124) In light of the above and of all available evidence, the Commission concludes that the Transaction does not raise serious doubts as to  its
      compatibility with the internal market as regards gastrointestinal treatments.

9 ANTIFUNGALS

 125) Antifungals are pharmaceuticals used to treat infections caused by a fungus or yeast. Fungus can grow anywhere on the body (for example, on
      the skin or nails) or inside the body (organs, mouth and throat). Dermatological antifungals are mainly used  for  the  treatment  of  skin
      infections caused by fungus.

                                                     Table 18: Antifungals, ATC classes[241]

|ATC Code            |                                                                                              |
|D1A – Antifungals, dermatological                                                                                  |
|D1A1                |Topical dermatological antifungals                                                            |
|D1A3                |Topical scalp antifungals                                                                     |

           Source: Form CO

 126) GSK markets Clotrimazole Glao,[242] an antifungal cream that contains the active ingredient clotrimazole and is primarily indicated for the
      topical treatment of skin infections. GSK also supplies Stieprox,[243]  a  scalp  antifungal  treatment  indicated  for  the  treatment  of
      seborrheic dermatitis. Novartis markets Lamisil, a topical antifungal preparation in various galenic forms (gel, spray or cream)  with  the
      active ingredient terbinafine hydrochloride which is primarily used to treat athlete’s foot, ringworm and jock itch.

1 Relevant product markets

      The Notifying Party's arguments

 127) The Notifying Party submits that the relevant product market should be defined at ATC4 level, as there is limited substitutability  between
      topical, systemic and scalp antifungal products.

      Commission's assessment

 128) In previous cases, the Commission has generally  left  the  product  market  definition  open  while  noting  that  topical  dermatological
      antifungals (D1A1) may be viewed as forming a separate market from scalp antifungals (D1A3).[244]

 129) In any event, the exact product market definition can be left open for the purposes of the present decision, as the  Transaction  does  not
      give rise to serious doubts as to its compatibility with the internal market under any potential market definition set out above.

2 Relevant geographic markets

 130) In line with past decisions, the gastrointestinal markets are analysed at the national level.[245] The Notifying  Party  does  not  contest
      this.

3 Competitive assessment

 131) At ATC4 level (D1A1), the Transaction would lead to two affected markets in Latvia and in Poland:

                 Table 19: Market size and market shares of the Parties in EEA affected countries at ATC4 level (D1A1), 2011-2013

|Country                 |Year        |Market size               |GSK             |Novartis business|Combined          |
|                        |            |(€ '000s)                 |                |                 |                  |
|Latvia                  |2013        |[1,000-2,000]             |[10-20]%        |[10-20]%         |[20-30]%          |
|                        |2012        |[1,000-2,000]             |[10-20]%        |[10-20]%         |[20-30]%          |
|                        |2011        |[1,000-2,000]             |[10-20]%        |[10-20]%         |[20-30]%          |
|Poland                  |2013        |[9,000-10,000]            |[10-20]%        |[5-10]%          |[20-30]%          |
|                        |2012        |[9,000-10,000]            |[10-20]%        |[10-20]%         |[30-40]%          |
|                        |2011        |[10,000-11,000]           |[10-20]%        |[10-20]%         |[30-40]%          |

           Source: GSK, based on IMS data(Annexes CH AF 7.2)

 132) At ATC3 level (D1A1 + D1A3), the Transaction would result in six country-level overlaps in Denmark, France, Latvia, Lithuania,  Norway  and
      Poland:

                                 Table 20: Market size and market shares of the Parties in EEA affected countries
                                                      at ATC3 level (D1A1 + D1A3), 2011-2013

|Country                 |Year        |Market size                |GSK              |Novartis business|Combined         |
|                        |            |(€ '000s)                  |                 |                 |                 |
|Denmark                 |2013        |[2,000-3,000]              |<[0-5]%          |[30-40]%         |[30-40]%         |
|                        |2012        |[2,000-3,000]              |<[0-5]%          |[30-40]%         |[30-40]%         |
|                        |2011        |[2,000-3,000]              |<[0-5]%          |[30-40]%         |[30-40]%         |
|France                  |2013        |[30,000-40,000]            |[20-30]%         |[0-5]%           |[30-40]%         |
|                        |2012        |[30,000-40,000]            |[20-30]%         |[0-5]%           |[30-40]%         |
|                        |2011        |[30,000-40,000]            |[20-30]%         |[5-10]%          |[30-40]%         |
|Latvia                  |2013        |[1,000-2,000]              |[10-20]%         |[10-20]%         |[20-30]%         |
|                        |2012        |[1,000-2,000]              |[10-20]%         |[10-20]%         |[20-30]%         |
|                        |2011        |[1,000-2,000]              |[10-20]%         |[10-20]%         |[20-30]%         |
|Lithuania               |2013        |[500-1,000]                |[5-10]%          |[20-30]%         |[30-40]%         |
|                        |2012        |[500-1,000]                |[5-10]%          |[20-30]%         |[30-40]%         |
|                        |2011        |[500-1,000]                |[5-10]%          |[30-40]%         |[30-40]%         |
|Norway                  |2013        |[2,000-3,000]              |<[0-5]%          |[30-40]%         |[30-40]%         |
|                        |2012        |[2,000-3,000]              |<[0-5]%          |[30-40]%         |[30-40]%         |
|                        |2011        |[2,000-3,000]              |<[0-5]%          |[30-40]%         |[30-40]%         |
|                        |2013        |[9,000-10,000]             |[10-20]%         |[5-10]%          |[20-30]%         |
|Poland                  |            |                           |                 |                 |                 |
|                        |2012        |[9,000-10,000]             |[10-20]%         |[10-20]%         |[30-40]%         |
|                        |2011        |[10,000-11,000]            |[10-20]%         |[10-20]%         |[30-40]%         |

           Source: GSK, based on IMS data (Annex CH AF 7.3)

 133) The Transaction does not raise competitive concerns. First, there will be no Group 1 countries  under  all  plausible  market  definitions.
      Second, the combined entity will continue to face vigorous competition from well-established international  players  such  as  J&J,  Bayer,
      Teva, Myla, Merck, Omega Pharma and Sanofi. Local or regional competitors in the affected countries (such as  Orifarm  in  Denmark,  Pierre
      Fabre in France, Aflofarm in Poland), will also exert competitive pressure.

 134) In light of the above and of all available evidence, the Commission concludes that the Transaction does not raise serious doubts as to  its
      compatibility with the internal market as regards antifungals.

10 CONCLUSION

 135) The Transaction raises serious doubts as to its compatibility with the internal market in  relation  to  several  OTC  product  areas:  (i)
      Smoking cessation NRT products, (ii) Cold sore management topical antivirals, (iii) Cold and flu multi-symptom and nasal products, and (vi)
      Pain management products.

       COMMITMENTS

1 Overview

 144) In order to address the serious doubts raised by the Transaction regarding several Vaccines and OTC areas,  and  render  the  concentration
      compatible with the internal market, GSK has modified the notified Transaction by  entering  into  the  following  commitments,  which  are
      annexed to this decision and form an integral part thereof.

1 Procedure

 145) On 7 January 2015, GSK submitted a package of commitments, containing the 8 elements as listed below.  The  commitments  were  amended  and
      resubmitted on 9 January 2015 ("First Remedy Package").

                                           Table 21: Vaccines – First Remedy Package of 9 January 2015

|Area                    |#    |Commitment                                                   |Countries                     |
|MenACWY                 |1    |Divestiture of GSK's Nimenrix and Mencevax vaccines          |Global                        |
|Diphteria and tetanus   |2    |Exclusive distribution agreement, […]-year supply agreement, |Germany                       |
|                        |     |and transfer of marketing authorizations for Novartis' TD-Pur|and Italy[247]                |
|                        |     |and Dif-Tet-All dT vaccines[246]                             |                              |

                                              Table 22: OTC– First Remedy Package of 9 January 2015

|Area                    |#    |Commitment                                                   |Countries                     |
|Cold and flu            |1    |Divestiture of GSK's Coldrex branded cold and flu products   |EEA                           |
|                        |2    |Divestiture of GSK's Nezeril and Nasin nasal sprays/drops    |Sweden                        |
|                        |     |products                                                     |                              |
|Smoking cessation       |3    |Divestiture of GSK's NiQuitin business                       |EEA (and Turkey)              |
|Cold sore management    |4    |Divestiture of Novartis' Fenivir, Pencivir, Vectatone and    |EEA (and Turkey)              |
|                        |     |Vectavir products                                            |                              |
|                        |     |A temporary licence for Fenistil                             |UK and                        |
|                        |     |                                                             |Netherlands                   |
|Allergy                 |5    |Divestiture of Novartis' […] topical nasal anti-allergic     |[…]                           |
|                        |     |business                                                     |                              |
|Pain management         |6    |Divestiture of GSK's Panodil OTC and prescription products   |Sweden                        |

 146) On 9 January 2015, the Commission launched a market test with the purpose of verifying whether the First Remedy Package was  sufficient  to
      clearly rule out the preliminary doubts identified by the Commission. In particular,  the  market  test  aimed  at  verifying  whether  the
      Commitments proposed in this case were overall suitable in that they contain all the necessary assets, provide for divestiture of a  stand-
      alone business and are likely to lead to an emergence of a new player in the specific vaccine and OTC segments.

 147) In relation to Allergy, as detailed above in section V.5, the Commission concluded in its phase I investigation that  the  Transaction  did
      not raise serious doubts as its compatibility with the internal market.

 148) Further to the market test, the First Remedy Package has been improved.

 149) On 21 January 2015, GSK submitted the final set of commitments ("Final Commitments"). The Final Commitments are annexed  to  this  decision
      and form an integral part thereof.

                                            Table 23: Vaccines – Final Commitments of 21 January 2015

|Area                    |#    |Commitment                                                   |Countries                     |
|Meningitis ACWY         |1    |Divestiture of GSK's Nimenrix and Mencevax vaccines          |Global                        |
|Diphteria and tetanus   |2    |Exclusive distribution agreement, […]-year supply agreement, |Germany                       |
|                        |     |and transfer of marketing authorizations for Novartis' TD-Pur|and Italy[249]                |
|                        |     |and Dif-Tet-All dT vaccines[248]                             |                              |

                                               Table 24: OTC– Final Commitments of 21 January 2015

|Area                    |#    |Commitment                                                   |Countries                     |
|Cold and flu            |1    |Divestiture of GSK's Coldrex branded cold and flu products   |EEA                           |
|                        |2    |Divestiture of GSK's Nezeril and Nasin nasal sprays/drops    |Sweden                        |
|                        |     |products                                                     |                              |
|Smoking cessation       |3    |Divestiture of GSK's NiQuitin business                       |EEA (and Turkey)              |
|Cold sore management    |4    |Divestiture of Novartis' Fenivir, Pencivir, Vectatone and    |EEA (and Turkey)              |
|                        |     |Vectavir products                                            |                              |
|                        |     |A temporary licence for Fenistil                             |UK and                        |
|                        |     |                                                             |Netherlands                   |
|Pain management         |5    |Divestiture of GSK's Panodil OTC and prescription products   |Sweden                        |

2 Framework for the Commission's assessment of the commitments

 136) Where a concentration raises serious doubts as to its compatibility with the internal market, the notifying parties may undertake to modify
      the concentration so as to remove the grounds for the serious doubts identified by the Commission with a view  to  having  the  transaction
      approved in phase I of the merger review procedure. In this respect, the Commission has the power to accept commitments provided that  they
      are deemed capable of rendering the concentration compatible with the internal market.

 137) As set out in the Commission Notice on Remedies,[250] the commitments have to eliminate the competition concerns entirely and  have  to  be
      comprehensive and effective from all points of view and must be capable of being implemented effectively within a short period of  time  as
      the conditions of competition on the market will not be maintained until the commitments have been fulfilled.[251]

 138) In assessing whether or not the remedies will restore effective competition, the Commission considers the type,  scale  and  scope  of  the
      remedies by reference to the structure and the particular characteristics of the market in which the competition concerns arise.[252]

 139) The 7 elements of the Final Commitments are detailed and assessed below, in one section for each area, starting with Vaccines.

2  COMMITMENTS – VACCINES – Men ACWY

1 Commitments submitted by GSK

 140) With respect to MenACWY vaccines, in the Final Commitments, GSK committed to divest its entire MenACWY vaccine business,  composed  of  its
      Mencevax PS vaccine and Nimenrix CJ vaccine, globally (the "MenACWY Divestment Business").

 141) GSK submitted that the MenACWY Divestment Business is currently integrated into GSK’s vaccine  business,  which  comprises  some  30  human
      vaccines. Consequently, a carve-out of the MenACWY Divestment Business would have to be achieved prior to its transfer to the purchaser.

 142) More specifically, the MenACWY Divestment Business is composed in particular of:

        a) the master seed and working seed for Neisseria Meningitidis (antigen production) and the working seed for Clostridium Tetani (tetanus
           toxoid production for conjugation purposes);

        b) the trademarks and trade-dress for Mencevax;

        a) an exclusive, worldwide, royalty-free and perpetual trademark license with  a  right  to  sub-licence  for  the  trademark  Nimenrix,
           including the customary maintenance and renewal costs to be covered by GSK;

        b) the trade-dress for Nimenrix;

        c) worldwide licences to the relevant patent cases for the production of Mencevax and Nimenrix, on an  exclusive  basis  when  currently
           owned by GSK or Novartis, on a non-exclusive basis when owned by a third party;

        d) completed and on-going R&D studies including: […];[253]

        e) transfer of marketing authorisations for Nimenrix and Mencevax for all current marketing or pending marketing authorisations held  by
           GSK;

        f) relevant customer, credit and other records;

        g) depending on the purchaser’s needs, up to: (i) […] R&D/clinical personnel; (ii) […] manufacturing and quality  personnel;  (iii)  […]
           commercial personnel for the EEA; and (iv) depending on the purchaser’s needs, an additional […] commercial personnel  for  countries
           outside the EEA;[254]

        h) the following Key Personnel, depending on the purchaser's needs: Global Commercial Lead acting as General  Manager;  Medical  Affairs
           Lead; Tender Manager; Manufacturing Process Expert; Regulatory Affairs Lead; Clinical Development Lead;

        i) a technology transfer relating to the production process for the MenACWY Divestment Business to the purchaser over the  course  of  a
           transitional period of up to […] years. The technology transfer will be of three stages: (i) transfer of the packaging process to the
           purchaser, (ii) transfer of secondary production processes (formulation, filling and lyophilisation) to the purchaser, combined  with
           performing stability requirements and file preparation for the regulatory filings, and  (iii)  transfer  of  technology  for  primary
           production (production of bulk antigens, bulk carrier proteins, and conjugation)  to  the  purchaser,  combined  with  completion  of
           stability work and file preparation for regulatory approval. Ring-fenced transitional services  teams  will  support  the  technology
           transfer process. GSK will share in the cost for such technology transfer in line with the standards of the industry;

        j) a temporary supply agreement with Nimenrix and Mencevax and the  relevant  components  thereof,  mirroring  the  technology  transfer
           timeline (finished vaccines until stage (i) is completed, then naked vials to be packaged until stage (ii) is  completed,  then  bulk
           antigens and tetanus toxoid carrier proteins until stage (iii) is completed) at  full  manufacturing  cost  (to  be  determined),  at
           current quality and quantity levels or quantities otherwise agreed between GSK and the purchaser that reflect changes in the customer
           demand.

 143) GSK further explains that, due to the integration into its other vaccines activities, which account for the large majority of the  capacity
      usage, the MenACWY Divestment Business does not include the existing sites where Nimenrix and Mencevax are manufactured and R&D relating to
      these vaccines is undertaken.

2 Assessment of the proposed remedies

      The Notifying Party's arguments

 150) The Notifying Party considers that the Commitments completely remove the overlap between GSK and Novartis in MenACWY vaccines in  the  EEA.
      As a result of the implementation of these commitments, the potential anti-competitive effects resulting from the Transaction  within  this
      product area will be removed.

 144) The Notifying Party argues that the production of both Nimenrix and Mencevax takes  place  at  three  GSK  facilities  in  Wavre,  Belgium;
      Gödöllö, Hungary; and Rixensart, Belgium. None of those facilities is dedicated purely to the production of either Nimenrix or Mencevax: to
      the contrary, the Notifying Party submits that the production relating to Nimenrix and Mencevax accounts for only a  […]  fraction  of  the
      production activities at each of these facilities.

 145) The Notifying Party indicates that the Commitments do not provide for a full trademark divestiture for  Nimenrix  as  the  suffix  –rix  in
      Nimenrix is used for a variety of GSK vaccines. Due to the importance of the –rix suffix for GSK’s vaccines business,  the  Nofiying  Party
      expressed willingness to grant to the purchaser an exclusive and perpetual licence for Nimenrix.

      Results of the market test and assessment of the commitments

 146) In general, no substantiated concerns were expressed as to the appropriateness of the commitments  as  a  whole,  although  one  competitor
      indicated that access to the relevant distribution channels is an important factor in a vaccines business: "a large part  of  a  continuing
      business is the access to the distribution channels, which there according to our understanding of the commitment is not made part  of  the
      divestment".[255] Another competitor further noted that "the acquirer would need to have significant resources and  capabilities  including
      but not limited to manufacturing, marketing, safety including surveillance monitoring, distribution, analytical  testing  capabilities  and
      demonstrated capability in cold chain management".[256]

 147) These concerns are addressed by the purchaser criteria, which constitute an  important  element  of  the  Final  Commitments,  whereby  the
      purchaser of the MenACWY Divestment Business shall in particular:

        a) be an established supplier of vaccines, which has existing R&D, manufacturing and distribution capabilities in the EEA;

        b) have an established presence in distribution channels typically used in the vaccines business in  the  EEA  countries  in  which  the
           MenACWY Divestment Business is active.

 148) The majority of respondents to the market test indicated that offering manufacturing assets is not necessary in order for a company already
      active in vaccines in Europe to become a viable and competitive player,[257] and that the technology transfer proposed by GSK  is  in  line
      with the way technology transfers are typically conducted in the vaccine industry.[258] Given that the production relating to  the  MenACWY
      Divestment Business accounts for only a small fraction of the production activities at each of GSK's facilities,  and  that  the  purchaser
      criteria foresee that a suitable purchaser would have existing manufacturing capabilities in the EEA, the Commission takes  the  view  that
      manufacturing assets are not necessary in the MenACWY Divestment Business.

 151) While the great majority of respondents did not foresee an impact of the Nimenrix licence (as opposed to a full trademark  divestiture)  on
      the viability or attractiveness of the MenACWY Divestment Business, a respondent indicated  that  "acquisition  of  trademarked  assets  is
      generally preferred to a simple licensing, unless a licensor would agree to retain the trademark maintenance costs".[259] This  concern  is
      addressed by the Final Commitments.

3 Conclusion on the Commitments – Vaccines – Men ACWY

 149) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis as regards MenACWY vaccines in the EEA.

3 COMMITMENTS – VACCINES – Diphtheria tetanus

1 Commitments submitted by GSK

 150) With respect to dT vaccines, GSK committed to conclude an exclusive distribution agreement of Novartis’ TD-Pur and Dif-Tet-All bivalent  dT
      vaccines business in Germany and Italy combined with a […] year supply agreement (the "dT Divestment Business"). At the purchaser's option,
      the provisions can be extended to the other EEA countries in which Novartis has a valid national marketing authorisation,  namely  Austria,
      Hungary, Poland, and Slovenia. Furthermore, primary production and formulation and secondary manufacturing for TD-Pur and  Dif-Tet-All  can
      be transferred at the purchaser's option.

 151) More specifically, the dT Divestment Business is composed of:

        a) the trademarks and trade dress for Novartis’ TD-Pur and Dif-Tet-All in Germany and Italy and, dependent on the purchaser’s choice  as
           to the other countries in which Novartis has valid marketing authorisations in the EEA, the other trademarks at a Community level;

        b) transfer of the current national marketing authorisations for Novartis’ TD-Pur and Dif-Tet-All in Germany  and  Italy,  respectively,
           and, dependent on the purchaser’s choice, the other countries for  which  Novartis  holds  a  national  marketing  authorisation  for
           bivalent dT vaccines in the EEA, namely Austria, Hungary, Poland and Slovenia;

        c) relevant customer, credit and other records;

        d) a […] year supply agreement of TD-Pur and Dif-Tet-All vaccines up to a volume per year that corresponds to Novartis’  annual  average
           2011-2013 bivalent dT vaccines sales in the EEA +[30-40]% at full manufacturing cost (to be determined.

        e) at the option of the purchaser, the technology transfer relating  to  the  secondary  production  processes,  and  additionally,  the
           technology transfer and know-how for the primary production and formulation for TD-Pur and Dif-Tet-All.[260]

 152) GSK further explains that, due to the integration into Novartis' other vaccines activities, which account for the  large  majority  of  the
      capacity usage, the dT Divestment Business does not include the existing sites where  TD-Pur  and  Dif-Tet-All  are  manufactured  and  R&D
      relating to these vaccines is undertaken.

2 Assessment of the proposed remedies

      The Notifying Party's arguments

 153) The Notifying Party considers that the Commitments completely remove the overlap  between  GSK  and  Novartis  in  dT  vaccines  (including
      together with T vaccines) in Germany and Italy. As a result of the implementation of  these  commitments,  the  potential  anti-competitive
      effects resulting from the Transaction within this product area will be removed.

 154) The Notifying Party also argues that only a minor part of the respective production capacity at all levels of production is  used  for  in-
      house production of bivalent dT vaccines.

      Results of the market test and assessment of the commitments

 155) In general, no substantiated concerns were expressed as to the appropriateness of the commitments as a whole.

 156) The majority of respondents to the market test indicated that offering manufacturing assets is not necessary in order for a company already
      active in vaccines in Europe to become a viable and competitive player,[261] and that the technology transfer proposed by GSK  is  in  line
      with the way technology transfers are typically conducted in the vaccine industry.[262] Given that the production relating to dT Divestment
      Business accounts for only a minor part of GSK's respective production capacity at  all  levels  of  production,  and  that  the  purchaser
      criteria foresee that a suitable purchaser opting for the technology transfer would have existing manufacturing capabilities  in  the  EEA,
      the Commission takes the view that manufacturing assets are not necessary in the MenACWY Divestment Business.

 157) The Commission considered whether the technology transfer should be mandatory in the dT Divestment Business in order to ensure a structural
      remedy. One respondent "question[ed] whether a technology transfer for only the limited markets  specified  would  be  viable",[263]  while
      another  submitted that "markets are too small for the investment in technology transfer".[264] In light of the above, and in particular of
      the complexity of technology transfers in the vaccines industry and the relative size of the affected markets compared  to  the  investment
      required for the technology transfer, the Commission takes the view that the technology transfer should  be  left  at  the  option  of  the
      purchaser.

3 Conclusion on the Commitments – Vaccines – Diphtheria tetanus

 158) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis as regards dT vaccines (including together with T vaccines) in Germany and Italy.

4 COMMITMENTS – CONSUMER HEALTH - SMOKING CESSATION

1 Commitments submitted by GSK

 159) In order to address the concerns in the Smoking cessation NRT area, GSK committed to divest the assets and rights comprising GSK's NiQuitin-
      branded products across the EEA (and Turkey).

 160) The Smoking cessation divestment business in the Final Commitments comprises the following:

        a) all tangible and intangible assets (including intellectual property rights),  by  way  of  transfer,  sale,  assignment  or  licence,
           necessary to ensure the viability and competitiveness of the divestment business, including notably the NiQuitin trademark in the EEA
           and Turkey;

        b) all licences, permits and authorisations issued by any governmental organisation for the benefit of the divestment business;

        c) the technology necessary for the manufacture of NiQuitin patches and lozenges;

        d) contracts, leases, commitments and customer orders;

        e) contracts with suppliers, including contracts with contract manufacturers that produce NiQuitin orally-dissolving strips and gums;

        f) relevant customer, credit and other records;

        g) the Key Personnel, consisting of [...] employees with an option for […] more marketing employees; and

        h) at the option of the purchaser, arrangements for the supply of products  and  services  by  GSK  or  Affiliated  Undertakings  for  a
           transitional period.

 161) In the light of the fact that GSK has no production facility dedicated exclusively to the EEA Smoking cessation  divestment  business,  the
      commitment does not include any production facility.

2 Assessment of the proposed remedies

      The Notifying Party's arguments

 162)  The Notifying Party considers that the commitments completely remove the overlap between GSK and Novartis in NRT products in the EEA. As a
      result of the implementation of these commitments, the potential anti-competitive  effects  resulting  from  the  Transaction  within  this
      product area will be removed.

      Results of the market test and assessment of the commitments

 152) In general, no substantiated concerns were expressed as to the appropriateness of the commitments  as  a  whole.[265]  A  large  number  of
      respondents  to  the  Commission's  market  test  considered  that  the  commitments  were  sufficiently  attractive  to  attract  suitable
      purchasers.[266]

 163) Remarks were made with respect to the duration of transitional supply agreements.[267] Some respondents stressed that a longer  period  was
      needed, for instance: "a minimum transitional supply period of 3 years (ideally 5  years)  as  well  as  a  reliable  access  to  know-how,
      remanufacturing and the regulatory dossiers for the products in question are indispensable".[268]

 164) The market test indicated that the commitments ensure that, after the Transaction, a purchaser satisfying the  purchaser  criteria  of  the
      commitments can become an active competitive force against GSK in the market.[269] In this  regard,  one  respondent  to  the  market  test
      pointed out that "a strategic buyer with sufficient expertise in the OTC markets and tech transfer background should be able  to  compete".
      The market test also indicated that "selling the business to local players would probably not be sufficient  to  counteract  the  power  of
      GSK/Novartis".[270]

 165) Although some respondents pointed a potential need to transfer some manufacturing assets, notably "as these manufacturing technologies  are
      less commonly available", a majority of respondents considered it was not  necessary  to  include  manufacturing  assets  in  the  package,
      provided a transition period was foreseen.[271]

 166) While for respondents, the Key personnel of […] people was deemed sufficient to  ensure  the  viability  and  the  competitiveness  of  the
      divestment business, it emerged from the market test that "Sales & marketing personnel at least  should  be  transferred  with  product  to
      retain expertise and market knowledge".[272]

 167) Further to the market test, the commitments were improved to ensure: (i) a sufficient transitional supply;  and  (ii)  an  option  for  the
      transfer of […] personnel.

 168) The Final Commitments provide at the option of the purchaser a transitional supply and/or transitional distribution agreement for  NiQuitin
      gums and/or NiQuitin orally-dissolving strips until such time as the required changes to the marketing authorisations and artwork of  these
      respective products have been completed.

 169) In addition, if the purchaser requires, the Notifying Party commits to transfer up to […] additional personnel  with  suitable  skills  and
      experience in […].

3 Conclusion on the Commitments – OTC – Smoking cessation

 170) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis as regards Smoking cessation NRT products.

5 COMMITMENTS – CONSUMER HEALTH - COLD SORE MANAGEMENT

1 Commitments submitted by GSK

 171) In order to address the concerns in the Cold sore management topical antivirals area,  GSK  committed  to  divest  the  assets  and  rights
      comprising Novartis' Fenivir, Pencivir, Vectatone and Vectavir branded products across the EEA (and Turkey),  and  to  assign  a  temporary
      licence for Fenistil for use in the OTC Cold sore management topical antivirals area in the UK and the Netherlands.

 172) The Cold sore management divestment business in the Final Commitments comprises the following:

        a) all tangible and intangible assets (including intellectual property rights),  by  way  of  transfer,  sale,  assignment  or  licence,
           necessary to ensure the viability and competitiveness of the divestment business, including notably the trademarks Fenivir, Pencivir,
           Vectatone and Vectavir in the EEA;

        b) all licences, permits and authorisations issued by any governmental organisation for the benefit of the divestment business;

        c) an exclusive license for the UK and the Netherlands of the Licensed Trademark Fenistil  for  use  in  the  field  of  OTC  Cold  sore
           management topical antivirals for […], followed by a […] "black-out" period;

        d) contracts, leases, commitments and customer orders;

        e) relevant customer, credit and other records;

        f) the Hold Separate Manager, unless the purchaser does not require the Hold Separate Manager; and

        g) at the option of the purchaser, transitional agreements with the Parties or affiliated undertakings for the supply  of  products  and
           services.

 173) In the light of the fact that GSK has no production facility dedicated exclusively to the Cold sore Divestment Business and that there  are
      no employees dedicated exclusively to it, the commitments do not include any production facility or employee, save for  the  Hold  Separate
      Manager.

2 Assessment of the proposed remedies

      The Notifying Party's arguments

 174) The Notifying Party considers that the Remedies completely remove the overlap between GSK and Novartis in Cold Sore products in the EEA. As
      a result of the implementation of these commitments, the potential anti-competitive effects resulting  from  the  Transaction  within  this
      product area will be removed.

      Results of the market test and assessment of the commitments

 153) In general, no substantiated concerns were expressed as to the appropriateness of the commitments as a whole.[273] Most respondents to  the
      Commission's market test considered that the commitments were sufficiently attractive  to  attract  suitable  purchasers.[274]  Respondents
      overall considered that the offering manufacturing assets and/or personnel was not necessary in order  for  a  company  already  active  in
      consumer health in Europe to become a viable and competitive player.[275]

 175) However, several respondents raised concerns with respect to (i) the duration of the transitional supply  agreement,  (ii)  the  supply  of
      penciclovir; (iii) the provisions related to the rebranding of Fenistil and the length of the non-compete clause.

 176) First, the First Remedy Package included transitional supply of the active ingredient by Novartis up to […],  and  transitional  supply  of
      finished topical antivirals for cold sore management up to […]. It emerged from the market test that a period of […] was needed to ensure a
      smooth transition.[276]

 177) Second, uncertainty in relation to sources of supply for the active ingredient penciclovir was mentioned as problematic.[277]

 178) Third, the large majority of respondents to the market test indicated that the proposed commitments ensure that, after the Transaction, the
      purchaser will be able to effectively compete with the combined entity.[278] One respondent, however, stressed that  "all  brands  and  the
      associated products can be managed and returned to growth by a suitable buyer with innovation capability, the doubts pertaining to Fenistil
      [..] relate to the obligation to change visual identity  and/or  brand  names  immediately  after  acquisition.  As  the  values  of  these
      business[es] primarily resides with the brand equity with loyal OTC shoppers and consumers, the risk depends on  the  specific  obligations
      towards the seller with regards to the packaging changes."[279]

 179) As regards the duration proposed to allow the suitable purchaser to re-brand the Fenistil brand, the  large  majority  of  the  respondents
      indicated that a period of […] was not sufficient to ensure the viability and competitiveness of the business.[280] One of the  respondents
      indicated that "whilst it would be technically feasible to execute such  a  rebranding  within  the  stipulated  timeframe,  this  harbours
      significant risk for value erosion with consumers, shoppers and clients, given that it is a very old established OTC brand.  […]  would  be
      reasonable to allow for appropriate diligence with consumers/shoppers and appropriate engagement with all associated stakeholders"; another
      that "This type of re-branding could take many years beyond the […]offered ".[281]

 180) Finally, respondents indicated the need for a longer protection in order for the consumers to get used to the new brand,  as  "acquiring  a
      brand for a short time would not allow the purchaser to effectively compete against the remaining  brands".[282]  "The  re-introduction  of
      Fenistil after only […] could essentially restore GSK’s original position in the market as if the divestiture did not take place".

 181) Further to the market test, the commitments were improved so as to ensure: (i) a sufficient transitional supply; (iii) provisions  for  the
      supply of penciclovir; and (ii) sufficient time for the rebranding of Fenistil.

 182) The Final Commitments extended the duration of the transitional supply agreement for both penciclovir and the finished products to cover  a
      period of […] months as well as additional […] months if required by the purchaser.

 183) Then, the Final Commitments foresee an assignable and revocable supply agreement with a suitable third-party manufacturer for the supply of
      the active ingredient penciclovir.

 184) Furthermore, the Notifying Party committed to assign the exclusive licence for the UK and the Netherlands for […] followed by the […] black-
      out period. [283]

3 Conclusion on the Commitments – OTC – Cold sore management

 185) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis as regards Cold sore topical antivirals.

6 COMMITMENTS – CONSUMER HEALTH - COLD AND FLU multi-symptoms treatments

1 Commitments submitted by GSK

 186) In order to address the concerns in the Cold and Flu market, GSK committed to divest the assets and rights comprising GSK's Coldrex-branded
      cold and flu products which is  marketed  in  Bulgaria,  Croatia,  Czech  Republic,  Estonia,  Finland,  Hungary,  Latvia,  Lithuania,  The
      Netherlands, Poland, Romania, Slovak Republic and Slovenia.

 187) The Cold and Flu Divestment Business in the Final Commitments comprises the following:

        a) tangible assets, including all finished goods inventory, supplies, sales and promotional material;

        b) the Coldrex and Coldrex Lary trademarks in the EEA;

        c) all copyrights in the EEA related to the Cold and Flu Divestment Business, covering, inter alia,  information  booklets  and  website
           content;

        a) rights to any domain name related to the Cold and Flu Divested Business in the EEA;

        d) all know-how for the manufacturing of products by the  Cold And Flu Divestment Business as well as know-how associated with obtaining
           manufacturing and marketing approvals for those products in the EEA;

        e) an irrevocable, assignable, sub-licensable and royalty-free license to all copyrights and patents and  access  to  all  know-how  for
           exclusive use in and limited to the EEA relating to any existing pipeline product intended to  be  marketed  in  the  EEA  under  the
           Coldrex and Coldrex Lary brands;

        f) a transfer or assignment of, or access to, as appropriate, all licences, permits,  and  authorisations  issued  by  any  governmental
           organization and held by the Notifying Party that are exclusively necessary to manufacture and/or sell the products belonging to  the
           Cold and Flu  Divestment Business;

        g) a transfer to a third party manufacturer or the purchaser itself, at the purchaser’s election, of all  manufacturing  technology  and
           know-how necessary to enable the third party manufacturer or the purchaser itself at the purchaser’s election, to manufacture Coldrex
           or Coldrex Lary products for the purchaser for the Cold and Flu  Divestment Business;

        h) a transitional contract manufacturing and packaging agreement with the Purchaser for the  Coldrex  products  until  […]  or  for  […]
           months, with the possibility of a […] months extension at the option of  the  purchaser.   The  transitional  contract  manufacturing
           agreement would be concluded on a reasonable […], and in accordance with good industry practice;

        i) the transfer of the supply and packaging agreements in place with third party manufacturers relating  to  Coldrex  and  Coldrex  Lary
           products or, at the choice of the purchaser, GSK will enable the purchaser to conclude a new supply and packaging agreement with  the
           third party manufacturers in relation to Coldrex and Coldrex Lary products. In the event the third  party  manufacturers  refuse  the
           transfer of the contracts in place with GSK to the purchaser, the former will enter into a back-to-back supply agreement […] with the
           latter;

        b) the existing contracts with customers in the EEA relating to the Cold and Flu Divestment Business, to the extent the customers accept
           such a transfer;

        c) relevant customer list and customer credits;

        j) the Hold Separate Manager, unless the purchaser does not require the Hold Separate Manager.

 188) In the light of the fact that GSK has no production facility dedicated exclusively to the Cold and Flu Divestment Business and  that  there
      are no employees dedicated exclusively to it, the commitment does not include any production  facility  or  employee,  save  for  the  Hold
      Separate Manager.

2 Assessment of the proposed remedies

      The Notifying Party's arguments

 189)  The Notifying Party submits that the Commitment completely remove the overlap between GSK and Novartis in  Estonia,  Hungary,  Latvia  and
      Lithuania and would significantly reduce the overlap between GSK and Novartis in Romania and the Slovak Republic.

      Results of the market test and assessment of the commitments

 190) In general, no substantiated concerns were expressed as to the appropriateness of  the  commitments  as  a  whole.  The  vast  majority  of
      respondents to the market test consider the proposed remedy can address the concerns raised by the Commission and that  the  Cold  and  Flu
      Divestment Business, as structured in the commitments, is a viable business. [284]

 191) The large majority of respondents to the market test indicated that  the  proposed  commitments  ensure  that,  after  the  Transaction,  a
      purchaser satisfying the purchaser criteria can become an active competitive force against GSK in the cold and flu  segment.[285]  However,
      the results of the market test indicated that the Divestment Package implies risks related to the duration of the transitional supply.[286]

 192) The large majority of the respondents also indicated that neither manufacturing assets nor personnel are considered as  necessary  for  the
      viability of the Cold and Flu Divestment Business as "the products […] are standard  and  readily  available.  A  […]  year  commitment  to
      continue supply by the seller should suffice to switch production to a new supplier, assuming that the regulatory files are in order, which
      can only be assessed in due diligence".[287] The transitional agreement as provided for by, i.e. until  the  relevant  authorisations  have
      been obtained by the purchaser or for a […] months period, with the possibility of further […] months extension, addresses this issue.

 193) As for the geographic scope of the commitment, while some respondents to the market test pointed out that full divestiture of  the  Coldrex
      brand across the EEA is not necessary, a significant number asserted the contrary. [288] According to one respondent, "it is  relevant  for
      one company to own the brand in the whole of EEA. OTC brands are typically  managed  at  the  global  or  regional  level,  which  provides
      efficiencies in manufacturing, maintaining regulatory dossiers, and developing new products/  technologies  and  marketing  campaigns.  The
      complexity of managing pharmaceuticals demands gaining efficiencies across many functions in order to ensure  continued  profitability  and
      growth of the brand. A brand that is limited to only a few countries can  become  orphaned,  thus  limiting  its  ability  to  gain  market
      shares."[289]

 194) Finally, respondent to the market test do not foresee difficulties or risks in the implementation of the commitments.[290]

3 Conclusion on the Commitments – OTC – Cold and flu multi-symptoms treatments

 195) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis as regards multi-symptom products and topical nasal products in Estonia,  Finland,  Hungary,  Latvia,  Lithuania,  and
      Romania.

7 COMMITMENTS – CONSUMER HEALTH - COLD AND FLU nasal products

1 Commitments submitted by GSK

 196) In order to address the concerns in the Cold and Flu market in Sweden, GSK committed to divest the assets and rights comprising GSK’s  cold
      & flu products sold under the Nasin and Nezeril trademarks in Sweden (the "Swedish Divested Business").

 197) The Swedish Divestment Business comprises the following:

        a) tangible assets, including all finished goods inventory, supplies, sales and promotional material;

        b) the Nasil and Nezeril  trademarks in Sweden;

        c) all copyrights in the EEA related to the Swedish Divestment Business, covering, inter alia, information booklets and website content;

        d) rights to any domain name related to the Swedish Divested Business in the EEA;

        d) all know-how for the manufacturing of products by the  Swedish Divestment Business as well  as  know-how  associated  with  obtaining
           manufacturing and marketing approvals for those products in Sweden;

        e) a transfer or assignment of, or access to, as appropriate, all licences, permits,  and  authorisations  issued  by  any  governmental
           organization and held by the Notifying Party that are exclusively necessary to manufacture and/or sell the products belonging to  the
           Swedish Divestment Business;

        f) a transfer to the third party […] (or, at the purchaser’s election, an alternative third-party supplier or the purchaser  itself)  of
           all manufacturing technology and know-how necessary to enable […] (or,  at  the  purchaser’s  election,  an  alternative  third-party
           supplier or the purchaser itself) to manufacture the divested products;[291]

        g) the relevant portions of all contracts with third-party suppliers of  products  or  services  to  the  Swedish  Divestment  Business,
           including contracts with third-party contract manufacturers. In the event that such arrangements cannot be made, the Notifying  Party
           is prepared to conclude back-to-back supply agreements with the purchaser […];

        h) the existing contracts with customers in the EEA relating to the Cold and Flu Divestment Business, to the extent the customers accept
           such a transfer;

        i) customer list and customer records;

        j) the Hold Separate Manager, unless the purchaser does not require the Hold Separate Manager;

        k) transitional supply and/or transitional distribution agreements for the products to enable the continued sale of the  products  under
           the Nezeril and Nasin brands. The transitional agreement shall be in place until […] or for […] months, with the possibility of a […]
           months extension at the option of the purchaser. The transitional agreement(s) will be entered on a  reasonable  […],  in  accordance
           with good industry practice.

2 Assessment of the proposed remedies

      The Notifying Party's arguments

 198) The Notifying Party submits that the Commitment  completely  remove  the  overlap  between  GSK  and  Novartis  as  regards  topical  nasal
      decongestants in Sweden.

      Results of the market test and assessment of the commitments

 199) In general, no substantiated concerns were expressed as to the appropriateness of  the  commitments  as  a  whole.  The  vast  majority  of
      respondents to the market test consider the proposed remedy can address the concerns raised by the Commission and that  the  Cold  and  Flu
      Divestment Business, as structured in the commitments, is a viable business.[292] With respect to the duration of  the  supply  agreements,
      one respondent to the market test stressed that "a minimum transitional supply period of 3 years (ideally 5 years) as well  as  a  reliable
      access to know-how, remanufacturing and the regulatory dossiers for the products in question are indispensable".[293]

 200) According to the results of the market test, the proposed commitments ensure that, after  the  Transaction,  the  purchaser  will  exert  a
      significant competitive constrain on the combined entity.[294] Several respondents pointed out that the planned transfer  of  manufacturing
      technology to a third party provides sufficient guarantees to the purchaser. However, according to one respondent,  "a  period  of  back-up
      sourcing should be provided upon transfer to a new site in order to avoid product disruption."[295] This issue is addressed by the proposed
      transitional supply and/or distribution agreements proposed by the Notifying Party.

 201) The large majority of the respondents also indicated that neither manufacturing assets nor personnel are considered as  necessary  for  the
      viability of the Swedish Divestment Business.[296]

 202) Finally the large majority of the respondents indicated that they do not foresee  difficulties  or  risks  in  the  implementation  of  the
      commitments.[297]

3 Conclusion on the Commitments – OTC – Cold and flu nasal products

 203) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis as regards topical nasal products in Sweden.

8 COMMITMENTS – CONSUMER HEALTH – ALLERGIC RHINITIS LATVIA

 204) The Notifying Party also submitted in its First Remedy Package a commitment to solve the competition  concerns  preliminary  identified  as
      regards topical AR products in Latvia. The commitment consisted in the divestiture of the […].

 205) However, following the assessment of new evidences submitted by the Notifying Party, and included in the competitive assessment in  section
      V.5.3, the Commission concluded that the Transaction does not raise serious doubts as to its compatibility with the  internal  market  with
      regards to topical AR products in Latvia. The corresponding commitment proposed in the First Remedy Package is therefore not necessary.

9 COMMITMENTS – CONSUMER HEALTH - PAIN MANAGEMENT

1 Commitments submitted by GSK

 206) As regards the Pain management segment, GSK committed to divest assets and rights comprising GSK’s Panodil-branded pain management products
      in Sweden, including both prescription and OTC products (the "Pain Management Divestment Business").

 207) The Pain Management Divestment Business includes in particular:

        a) the Panodil trademarks in Sweden;

        b) all know-how for the manufacturing of products, as well as know-how associated with obtaining manufacturing and  marketing  approvals
           for those products in Sweden;

        c) relevant customer, credit and other records, including existing contracts with customers in Sweden;

        d) all licences, permits, and authorisations issued by any governmental organisation and held by GSK that are exclusively  necessary  to
           manufacture and/or sell the products;

        e) the obligation for the purchaser to change the artwork and trade dress for the divested products within the period of […]  months  of
           closing (further improved to […] months in the Final Commitments).

 208) Neither personnel[298] nor manufacturing assets are included in the Pain Management Divestment Business.

2 Assessment of the proposed remedies

      The Notifying Party's arguments

 209) The Notifying Party considers that the Commitments remove almost entirely the overlap between GSK and Novartis in an N2B market in  Sweden.
      As a result of the implementation of these commitments, the potential anti-competitive effects resulting from the Transaction  within  this
      product area will be removed.

      Results of the market test and assessment of the commitments

 210) In an N2B market, the 2013 market shares are as follows:

        a) GSK's Alvedon: [30-40]%;

        b) Novartis' Voltaren: [10-20]%;

        c) GSK's Panodil:[5-10]%.

 211) The Commission therefore takes the view that the divestment of GSK's Panodil  as  foreseen  in  the  Commitments  removes  almost  entirely
      Novartis' increment in an N2B market in Sweden.

 212) Overall, the market test indicated that the Commitments will remove the competition  concerns  raised  by  the  Transaction,  although  one
      competitor mentioned that "although the divestiture of a pain management brand would remove competition concerns in Sweden, the  choice  of
      Panodil may not be best suited as a viable competitor".[299] Nonetheless, the Pain  Management  Divestment  Business  removes  the  overlap
      brought by the Novartis Consumer Health Business almost entirely.

 213) No substantiated concerns were expressed as to the appropriateness of the commitments as a whole. A number of respondents  considered  that
      the duration of […] months to change the artwork and trade dress is  not  sufficient.  The  most  quoted  minimum  duration  amongst  these
      respondents was […] months.[300] Eventually, the Final Commitments addressed these concerns by increasing the duration to […] months.

 214) While a competitor submitted that "the only way to make the divested business viable would  be  to  extend  the  geographic  scope  of  the
      divestiture; for instance by including other Nordic countries (e.g., Norway and Denmark)",[301] a number of respondents to the market  test
      confirmed that the geographic scope (Sweden) was sufficient.[302] Finally, a number of respondents confirmed that both OTC and prescription
      products should be divested to ensure the viability and competitiveness of the Divestment Business.[303]

3 Conclusion on the Commitments – OTC – Pain management

 215) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis as regards pain management products in Sweden.

10 COMMITMENTS – Conclusion

 216) In light of the above, the Commission concludes that the Final Commitments are sufficient to eliminate all serious doubts identified in the
      competition analysis.

 217) The commitments in section B of the Final Commitments for MenACWY; section B of the Final Commitments  for  dT;  section  B  of  the  Final
      Commitments for smoking cessation, section B of the Final Commitments for cold sore management; section B of the Final Commitments for cold
      and flu multi-symptoms treatments; section B of the Final Commitments for cold and flu nasal products; section B of the  Final  Commitments
      for pain management of the respective Annexes constitute conditions attached to this decision, as only through  full  compliance  therewith
      can the structural changes in the relevant markets be achieved. The other commitments set out in the  Annexes  constitute  obligations,  as
      they concern the implementing steps which are necessary to achieve the modifications sought  in  a  manner  compatible  with  the  internal
      market.

       CONDITIONS AND OBLIGATIONS

 218) 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 the concentration compatible with the internal market.

 219) The achievement of the measure that gives rise to the 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)(b) 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.

 220) In accordance with the basic distinction between conditions and obligations, the decision in this case is conditional  on  full  compliance
      with the requirements set out in section B of the Final Commitments for MenACWY; section B of the Final Commitments for dT;  section  B  of
      the Final Commitments for smoking cessation, section B of the  Final  Commitments  for  cold  sore  management;  section  B  of  the  Final
      Commitments for cold and flu multi-symptoms treatments; section B of the Final Commitments for cold and flu nasal products;  section  B  of
      the Final Commitments for pain management of the respective Annexes, whereas the remaining sections of  the  Final  Commitments  constitute
      obligations on the Parties.

       CONCLUSION

 221) For the above reasons, the Commission has decided not to oppose the notified operation as modified by the Final 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
      sections B of the Final Commitments for MenACWY; section B of the Final Commitments for dT; section B of the Final Commitments for  smoking
      cessation, section B of the Final Commitments for cold sore management; section B of the Final Commitments for cold and flu  multi-symptoms
      treatments; section B of the Final Commitments for cold and flu nasal products; section B of the  Final  Commitments  for  pain  management
      annexed to the present decision and with the obligations contained in the other sections of said commitments. This decision is  adopted  in
      application of 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
                                       Member of the Commission
                                                                                                                                 January 21, 2015

                                                                 Case COMP/M.7276
                                           GlaxoSmithKline/Novartis Vaccines Business (Excl. Influenza)

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), GlaxoSmithKline plc. (“GSK”) hereby enters into the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view to rendering the proposed acquisition
of Novartis AG’s (“Novartis”) global human vaccines business, excluding flu vaccine products (the “Novartis Vaccines Business”) (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(2) 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”).

Section A.  Definitions

 1. For the purpose of the Commitments, the following terms shall have the following meaning:

    Affiliated Undertakings: undertakings controlled by GSK or Novartis, 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.

    Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

    Closing Period: the period of 3 month 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: the business or businesses as defined in Section B and in the Schedule which GSK commits to divest.

    Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by GSK and who has/have
    received from GSK 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 […] from the Effective Date.

    GSK: GlaxoSmithKline plc., the notifying party, incorporated in the UK, with registered offices at 980 Great West Road, Brentford, TW8 9GS,
    United Kingdom.

    Hold Separate Manager: the person appointed by GSK for the Divestment Business to manage the day-to-day business under the supervision of
    the Monitoring Trustee.

    Key Personnel: all personnel necessary to maintain the viability and competitiveness of the Divestment Business, as listed in the Schedule,
    including the Hold Separate Manager.

    Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by GSK, and who has/have the
    duty to monitor GSK’s compliance with the conditions and obligations attached to the Decision.

    Novartis: Novartis AG, incorporated in Switzerland, with registered offices at Forum 1, Novartis Campus, CH-4056 Basel, Switzerland.

    Parties: GSK and Novartis.

    Personnel: a number of full-time equivalents matching the number of full-time equivalents currently employed by the Divestment Business that
    will be transferred long-term to the Purchaser, except for a smaller number of employees active in R&D.

    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 in order to be approved by
    the Commission.

    Schedule: the schedule to these Commitments describing more in detail the Divestment Business.

    Technical Expert: one or more natural or legal person(s), appointed by and reporting to the Monitoring Trustee, who has/have industry
    expertise relevant to the Divestment Business.  The Technical Expert will, if this is deemed necessary by the Monitoring Trustee,[304]
    assist and advice the Monitoring Trustee with regard to all technical aspects related to the Divestment Business.  All information provided
    to the Monitoring Trustee may also be exchanged with the Technical Expert.  The Technical Expert will be independent of GSK and will not
    have or be exposed to any conflict of interest.  If the Monitoring Trustee has the necessary technical expertise, Monitoring Trustee and
    Technical Expert can be the same natural or legal person.  GSK and Purchaser shall have the right to be heard with any reasoned objections
    against technical expert candidates, e.g., lack of competence or conflict of interest.  In cases of controversy between GSK and the
    Monitoring Trustee, and/or Purchaser and the Monitoring Trustee as to the suitability of the technical expert candidate, the Commission will
    decide on the matter.

    Transitional Services: The services to be provided to the Purchaser by GSK in the period following Closing, including, but not limited to,
    R&D, Manufacturing, and Commercial services required for the supply of Nimenrix and Mencevax and their phased technology transfer to the
    Purchaser.

    Transitional Services Team: GSK personnel providing the Transitional Services.

    Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

    Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

Section B.  The commitment to divest and the Divestment Business

Commitment to divest

 2. In order to maintain effective competition, GSK commits to divest, or procure the divestiture of the Divestment Business by the end  of  the
    Trustee Divestiture Period as a going concern to a purchaser 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, GSK commits to find a purchaser and to enter into a
    final binding sale and purchase agreement for the sale of the Divestment Business within the First  Divestiture  Period.   If  GSK  has  not
    entered into such an agreement at the end of the First Divestiture Period, GSK shall grant the Divestiture Trustee an exclusive  mandate  to
    sell the Divestment Business in accordance with the procedure described in paragraph ‎30 in the Trustee Divestiture Period.

 3. [Not applicable]

 4. GSK shall be deemed to have complied with this commitment if:

   (a)      by the end of the Trustee Divestiture Period, GSK or the Divestiture Trustee has entered into a final binding sale and purchase
           agreement and the Commission approves the proposed purchaser and the terms of sale as being consistent with the Commitments in
           accordance with the procedure described in paragraph ‎30; and

    (b)     the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

 5. In order to maintain the structural effect of the Commitments, GSK shall, for a period of 10  years  after  Closing,  not  acquire,  whether
    directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice,  footnote  3)  over  the
    whole or part of the Divestment Business, unless, following the submission of a reasoned request from GSK showing good cause and accompanied
    by a report from the Monitoring Trustee (as provided in paragraph 44 of these Commitments), the Commission finds that the structure  of  the
    market has changed to such an extent that the absence of influence over the Divestment  Business  is  no  longer  necessary  to  render  the
    proposed concentration compatible with the internal market.

Structure and definition of the Divestment Business

 6. The Divestment Business consists of GSK’s Nimenrix and Mencevax meningococcal  MenACWY  vaccines  businesses,  as  further  defined  in  the
    Schedule.  The legal and functional structure of the Divestment Business as operated to date is described in the Schedule.   The  Divestment
    Business, described in more detail in the Schedule, includes  all  assets  and  staff  that  are  necessary  to  ensure  the  viability  and
    competitiveness of the Divestment Business, in particular:

    (a)     all tangible and intangible assets (including intellectual property rights) that are necessary to ensure the viability and
           competitiveness of the Divestment Business under the control of the Purchaser;

    (b)     all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business;

    (c)     all contracts, leases, commitments, and customer orders of the Divestment Business; all customer, credit, and other records of the
           Divestment Business; and

    (d)     the Personnel.

 7. The transfer of the Divestment Business will be accompanied by a phased technology transfer of the Divestment Business’ production processes
    to the Purchaser of up to […] after Closing, with interim supply of Mencevax, Nimenrix and their component elements pending  the  completion
    of the technology transfer process at full manufacturing cost (to be determined), ex-works,  at  current  quality  and  quantity  levels  or
    quantities otherwise agreed between GSK and the Purchaser that reflect changes in  customer  demand,  all  as  overseen  by  the  Monitoring
    Trustee.  In the event of a dispute between GSK and the Purchaser regarding the full manufacturing cost or the quantities, the matter  shall
    be referred to the Monitoring Trustee (together with the Technical Expert) for resolution.  To support the technology transfer process,  GSK
    will provide Transitional Services for R&D/clinical, manufacturing and  commercial  services.   GSK  also  offers  to  support  the  initial
    commercialisation of the product and physically distribute Mencevax and Nimenrix at the Purchaser’s direction for a transitional  period  of
    up to […] after Closing.  Strict firewall procedures will be adopted so as to ensure that any competitively  sensitive  information  related
    to, or arising from such service and supply arrangements (for example, product roadmaps) will not be shared with, or passed  on  to,  anyone
    outside GSK’s operations.

Section C.  Related commitments

Preservation of viability, marketability and competitiveness

 8. From the Effective Date until Closing, GSK shall preserve  or  procure  the  preservation  of  the  economic  viability,  marketability  and
    competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as  possible  any  risk  of
    loss of competitive potential of the Divestment Business.  In particular GSK undertakes:

    (a)     not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the
           Divestment Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment
           policy of the Divestment Business;

    (b)     to make available, or procure to make available, any resources required by the Purchaser for the development of the Divestment
           Business, on the basis and continuation of the existing business plans;

    (c)     to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based
           on industry practice), to encourage all Key Personnel to remain with the Divestment Business, and not to solicit or move any
           Personnel to GSK’s remaining business.  Where, nevertheless, individual members of the Key Personnel exceptionally leave the
           Divestment Business, GSK shall provide a reasoned proposal to replace the person or persons concerned to the Purchaser, Commission,
           and the Monitoring Trustee.  GSK must be able to demonstrate to the Commission that the replacement is well suited to carry out the
           functions exercised by those individual members of the Key Personnel.  The replacement shall take place under the supervision of the
           Monitoring Trustee, who shall report to the Commission.

Hold-separate obligations

 9. GSK commits, from the Effective Date until Closing, to keep the Divestment Business separate from the businesses  it  is  retaining  and  to
    ensure that unless explicitly permitted under these Commitments, in particular in relation to the Transitional Services: (i) management  and
    staff of the businesses retained by GSK have no involvement in the Divestment Business and (ii) the  Key  Personnel  and  Personnel  of  the
    Divestment Business have no involvement in any meningococcal vaccines business retained by GSK and do not report to any  individual  outside
    the Divestment Business.

10. Until Closing, GSK shall assist the Monitoring Trustee in ensuring that the Divestment Business is managed as a distinct and saleable entity
    separate from the businesses which GSK is retaining.  Immediately after the adoption of the Decision, GSK  shall  appoint  a  Hold  Separate
    Manager.  The Hold Separate Manager, who shall be part of the Key Personnel, shall manage the Divestment Business independently and  in  the
    best interest of the business with a view  to  ensuring  its  continued  economic  viability,  marketability  and  competitiveness  and  its
    independence from the businesses retained by GSK (save with respect to the Transitional Services, see above).   The  Hold  Separate  Manager
    shall closely cooperate with and report to the Monitoring Trustee, who, in case the Monitoring Trustee does not have the necessary  industry
    expertise, is assisted by the Technical Expert.  Any replacement of the Hold Separate Manager shall be subject to the procedure laid down in
    paragraph 8(c) of these Commitments.  The Commission may, after having heard GSK, require GSK to replace the Hold Separate Manager.

11. [Not applicable]

Ring-fencing

12. GSK shall implement, or procure to implement, all necessary measures to ensure that it does  not,  after  the  Effective  Date,  obtain  any
    Confidential Information relating to the Divestment Business and that any such Confidential Information obtained by GSK before the Effective
    Date will be eliminated and not be used by GSK.  In particular, the participation of the Divestment  Business  in  any  central  information
    technology network shall be severed to the extent possible, without compromising the viability of the Divestment Business.  GSK  may  obtain
    or keep information relating to the Divestment Business which is reasonably necessary for the divestiture of the Divestment Business or  the
    disclosure of which to GSK is required by law.  In order to ensure  the  effectiveness  of  the  ring-fencing  measures,  in  light  of  the
    Transitional Services required, GSK commits to create effective ring-fencing mechanism.

Non-solicitation clause

13. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do not solicit, the Key
    Personnel transferred with the Divestment Business for a period of […] after Closing.

Due diligence

14. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, GSK shall, subject to  customary
    confidentiality assurances and dependent on the stage of the divestiture process:

    (a)     provide to potential purchasers sufficient information as regards the Divestment Business;

    (b)     provide to potential purchasers sufficient information within the boundaries of applicable data privacy regulation relating to the
           Personnel and allow them reasonable access to the Personnel.

Reporting

15. GSK shall submit written reports in English on potential purchasers of the Divestment Business 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).  GSK shall submit a list of all potential purchasers having expressed interest in
    acquiring the Divestment Business 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.

16. GSK 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

17. 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 GSK and its Affiliated Undertakings (this being assessed having regard to
           the situation following the divestiture).

    (b)     The Purchaser shall be an established supplier of vaccines, which has existing R&D, manufacturing and distribution capabilities in
           the EEA.

    (c)     In particular, the Purchaser shall have an established presence in distribution channels typically used in the vaccines business in
           the EEA countries in which the Divestment Business is active, namely Austria, Belgium, Croatia, Finland, France, Germany, Hungary,
           Iceland, Italy, Luxembourg, Malta, Norway Slovenia, and UK.

    (d)     The Purchaser shall have expertise and experience in working with authorities in the EEA in order to obtain necessary regulatory
           approvals (e.g., marketing authorizations), and in having relevant interactions with relevant national bodies in the EEA that decide
           on recommendations and the vaccination schedules.

    (e)     The Purchaser shall have the financial resources, proven expertise, and incentive to maintain and develop the Divestment Business as
           a viable and active competitive force in competition with GSK and other competitors;

    (f)     The acquisition of the Divestment Business by the Purchaser must neither be likely to create, in light of the information available
           to the Commission, prima facie competition concerns nor does it 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.

18. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business  shall
    be conditional on the Commission’s approval.  When GSK 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.   GSK  must  be
    able to demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria and that the 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 Divestment Business  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 Business after the  sale,  taking
    account of the proposed purchaser.

Section E.  Trustee

I.    Appointment procedure

19. GSK shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee. GSK  commits  not
    to close the Transaction before the appointment of a Monitoring Trustee.  The Monitoring Trustee shall be assisted by the  Technical  Expert
    with regard to all technical questions related to the Divestment Business.  The Technical Expert shall be appointed by  and  report  to  the
    Monitoring Trustee (with GSK and Purchaser having the right to be heard as to the suitability of the technical expert candidates).  In cases
    of controversy between GSK and the Monitoring Trustee, and/or Purchaser and the Monitoring Trustee as to the suitability  of  the  technical
    expert candidate, the Commission will decide on the matter.

20. If GSK has not entered into a binding sale and purchase agreement regarding the Divestment Business one month before the end  of  the  First
    Divestiture Period or if the Commission has rejected a purchaser proposed by GSK at that time or thereafter, GSK shall appoint a Divestiture
    Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

21. The Trustee shall:

    (i)     at the time of appointment, be independent of GSK and its 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.

22. The Trustee and the Technical Expert shall be remunerated by GSK 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 GSK

23. No later than two weeks after the Effective Date, GSK shall submit the name or names of one or  more  natural  or  legal  persons  whom  GSK
    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, GSK shall submit a list of  one  or  more  persons  whom  GSK  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 in paragraph ‎21 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;

    (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

24. 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, GSK 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, GSK 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 GSK

25. If all the proposed Trustees are rejected, GSK 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 ‎‎19 and 23 of these Commitments.

Trustee nominated by the Commission

26. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom GSK shall appoint,  or  cause
    to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

27. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments.  The  Commission  may,  on
    its own initiative or at the request of the Trustee or GSK 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

28. 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 Business with a view to
           ensuring its continued economic viability, marketability and competitiveness and monitor compliance by GSK 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 Business, and the
               keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs 8 and 9 of
               these Commitments;

           (b)   supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph 10 of these
               Commitments;

           (c)   with respect to Confidential Information:

               – determine all necessary measures to ensure that GSK does not after the  Effective  Date  obtain  any  Confidential  Information
                 relating to the Divestment Business, save in order to carry out the required Transitional Services,

               – in particular strive for the severing of the Divestment Business’ participation in a central information technology network  to
                 the extent possible, without compromising the viability of the Divestment Business,

               – make sure that any Confidential Information relating to the Divestment Business obtained by GSK before the  Effective  Date  is
                 eliminated and will not be used by GSK, save in order to carry out the required Transitional Services and

               – decide whether such information may be disclosed to or kept by GSK as the disclosure is reasonably necessary  (beyond  what  is
                 necessary for carrying out the required Transitional Services) to allow GSK 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 Business and GSK or Affiliated
               Undertakings;

    (iii)   propose to GSK such measures as the Monitoring Trustee considers necessary to ensure GSK’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 Business, the holding separate of the Divestment Business and the non-disclosure of competitively sensitive
           information;

    (iv)    be involved in the divestiture process by reviewing and assessing potential purchasers as well as the progress of the divestiture
           process and verifying 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.

    (v)     Additionally, the Monitoring Trustee shall act as a contact point for any disagreements that might arise in negotiations between GSK
           and Purchaser.  To that end, the Monitoring Trustee shall be assisted by the Technical Expert.

    (vi)    act as a contact point for any requests by third parties, in particular potential purchasers in relation to the Commitments;

    (vii)   provide to the Commission, sending GSK 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 Business as well as the splitting of assets and the
           allocation of Personnel so that the Commission can assess whether the business is held in a manner consistent with the Commitments
           and the progress of the divestiture process as well as potential purchasers;

    (viii)  promptly report in writing to the Commission, sending GSK a non-confidential copy at the same time, if it concludes on reasonable
           grounds that GSK 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 GSK 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 Business after the Sale and as to whether the Divestment Business is sold in a manner
           consistent with the conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the
           Divestment Business without one or more Assets or not all of the Personnel affects the viability of the Divestment Business 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.

29. 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

30. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum  price  the  Divestment  Business  to  a  purchaser,
    provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and ancillary agreements) as
    in line with the Commission's Decision and the Commitments in accordance with paragraphs ‎‎17 and ‎18 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 GSK, subject to GSK’s  unconditional  obligation  to  divest  at  no
    minimum price in the Trustee Divestiture Period.

31. 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 GSK.

IV.   Duties and obligations of the Parties

32. GSK shall provide and shall cause its advisors to provide the Trustee and the Technical Expert with all such  co-operation,  assistance  and
    information as the Trustee and the Technical Expert may reasonably require to perform its tasks.  The Trustee and the Technical Expert shall
    have full and complete access to any of GSK’s or the Divestment  Business’s  books,  records,  documents,  management  or  other  personnel,
    facilities, sites and technical information necessary for fulfilling its duties under the Commitments, and GSK and the  Divestment  Business
    shall provide the Trustee and the Technical Expert upon request with copies of any document.  GSK and the  Divestment  Business  shall  make
    available to the Trustee and the Technical Expert two or more offices on their premises and shall be available  for  meetings  in  order  to
    provide the Trustee and the Technical Expert with all information necessary for the performance of its tasks.

33. GSK shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably  request  on  behalf  of  the
    management of the Divestment Business.  This shall include all administrative support functions relating to the  Divestment  Business  which
    are currently carried out at headquarters level.  GSK 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.  GSK  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.

34. GSK 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 Closing and all actions and  declarations  which  the  Divestiture  Trustee  considers
    necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist with the sale  process.   Upon
    request of the Divestiture Trustee, GSK shall cause the documents required for effecting the sale and the Closing to be duly executed.

35. GSK shall indemnify the Trustee and its employees and agents as well as the Technical Expert (each an “Indemnified  Party”)  and  hold  each
    Indemnified Party harmless against, and hereby agrees that an Indemnified Party shall have no liability to GSK for, any liabilities  arising
    out of the performance of the Trustee’s and Technical Expert’s duties under the Commitments, except to  the  extent  that  such  liabilities
    result from the wilful default, recklessness, gross negligence or bad faith of the Trustee,  Technical  Expert,  its  employees,  agents  or
    advisors.

36. At the expense of GSK, the Trustee may appoint advisors (in particular for corporate finance or legal advice),  subject  to  GSK’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 Mandate, provided that any fees and other expenses incurred  by  the
    Trustee are reasonable.  Should GSK refuse to approve the advisors proposed by the Trustee the Commission may  approve  the  appointment  of
    such advisors instead, after having heard GSK.  Only the Trustee shall be entitled to issue instructions to the advisors.  Paragraph  ‎29  of
    these Commitments shall apply mutatis mutandis.  In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served  GSK
    during the Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

37. GSK agrees that the Commission may share Confidential Information proprietary to GSK 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.

38. GSK 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 of the identity and the tasks of the Monitoring Trustee.

39. 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.

IV.   Replacement, discharge and reappointment of the Trustee

40. 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 GSK, require GSK to replace the Trustee; or

    (b)     GSK may, with the prior approval of the Commission, replace the Trustee.

41. 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 paragraph 19-26 of these Commitments.

42. 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

43. The Commission may extend the time periods foreseen in the Commitments in response to a request from GSK or, in appropriate  cases,  on  its
    own initiative.  Where GSK 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 GSK.  Only in exceptional  circumstances  shall  GSK  be  entitled  to
    request an extension within the last month of any period.

44. The Commission may further, in response to a reasoned request from GSK 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 GSK.  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.

Section G.  Entry into force

45. The Commitments shall take effect upon the date of adoption of the Decision.

      Brussels, January 21,2015

      […]
      duly authorised for and on behalf of
      GlaxoSmithKline plc.

                                                                     SCHEDULE

      1.    The Divestment Business (comprising GSK’s Nimenrix and Mencevax meningococcal MenACWY vaccines businesses) is currently integrated
           into GSK’s vaccine business, which comprises some 30 human vaccines against a large variety of bacterial and viral diseases.  It is
           not embodied in a specified legal entity.  Consequently, a carve-out of the Divestment Business will have to be achieved prior to its
           transfer to the Purchaser.  Dedicated assets and resources will be carved out by GSK prior to the sale to the Purchaser.

      2.    In accordance with paragraph 6 of these Commitments, the Divestment Business includes, but is not limited to:

      (a)   the following main tangible assets:

            • the master seed and working  seed  for  Neisseria  Meningitidis,  the  bacteria  strains  from  which  the  Nimenrix  and  Mencevax
              polysaccharides are developed and the working seed for Clostridium Tetani from which the tetanus toxoid used in the conjugation  of
              Nimenrix is developed, as part of the technology transfer process.

            • depending on the Purchaser’s existing facilities and equipment[305], a site in […], that  could  be  transformed  into  a  vaccines
              production and R&D facility for the Divestment Business if Purchaser is interested.

      (b)   the following main intangible assets:

            • the trademarks ACWYVAX and Mencevax, (as set out in Annex 1);

            • and an exclusive, worldwide, royalty-free and perpetual trademark license with a right to sub-license for  the  trademark  Nimenrix
              (as set out in Annex 1) without restrictions to its geographical use, the sale of the license, or any  other  restriction  limiting
              the Purchaser’s business practices in line with the standards of the industry, beyond the applicable laws and regulations in  force
              in the respective territories, and including the customary maintenance and renewal costs associated with the Nimenrix trademark  to
              be covered by GSK;

            • the trade-dress (i.e., total image or overall design or appearance of product or its packaging) for Nimenrix and Mencevax;

            • the registered domain names for Mencevax (Acwyvax.co.uk, mencevax.com, MenCevax.de, and mencevax.eu)  and  Nimenrix  (nimenrix.com,
              nimenrix.cz, nimenrix.co.uk and nimenrix.de);

            • exclusive worldwide licenses with a right to sub-license for the following GSK-owned patent cases (as set out in Annex 2) covering:
              (i) a specific conjugation process used for MenA and MenC in Nimenrix; (ii) the immunogenic composition  of  a  vaccine  containing
              conjugated antigens with particular saccharide sizes; (iii) the immunogenic composition comprising conjugated antigens;  conjugated
              by different methods such that some are directly  conjugated  and  some  are  conjugated  through  linkers;  (iv)  the  immunogenic
              composition comprising conjugated antigens with different ratios of saccharide protein; (v) Serum Bacterial Antibody (“SBA”) assays
              for MenA and MenW; and (vi) co-administration with DTP based vaccines;

            • exclusive worldwide licenses with a right to sub-license for patent cases (currently owned  by  Novartis  and  covering  Nimenrix),
              which, as a result of the Transaction, will be held by GSK in the future (as set out in Annex 2);

            • non-exclusive worldwide sub-license with a right to sub-license for a group of third party patents owned by the […] relating to the
              conjugation of polysaccharides to carrier proteins (as set out in Annex 2);

            • non-exclusive worldwide sub-license with a right to sub-license for a group of third party patents to which GSK acquired a  license
              as part of an agreement with […] covering quadrivalent conjugate vaccines, including Nimenrix (as set out in Annex 2);

            • copyrights to the current and previous iterations of Nimenrix and Mencevax product packaging and other related get-up;

            • know-how embodied in business records containing business information maintained exclusively for the Divestment Business  including
              all document and other material whether human, computer or machine readable and, for know-how related  to  non-transfer  technology
              (i.e., know-how related to the technology for diluent, needles and empty vials for Nimenrix and Mencevax);

            • know-how relating to the applicable quality control procedures; and

            • completed and on-going R&D studies including: […][306], […].

      (c)   the following main licences, permits and authorisations:

            • transfer of marketing authorisations for Nimenrix and Mencevax for all current marketing or pending marketing  authorisations  held
              by GSK (as set out in Annex 3), including all relevant dossiers relating to the current  or  pending  marketing  authorisation  and
              where necessary, assisting the Purchaser as much as is reasonably possible in obtaining the necessary marketing authorisations.

      (d)   the following main contracts, agreements, leases, commitments, and understandings

            • in relation to contracts with third parties providing services in support of on-going studies for  the  Divestment  Business  (e.g.
              contracts between GSK and suppliers of general supplies and logistics, clinical sample testing and  epidemiological  studies),  GSK
              will support transfer of existing contracts, use its reasonable endeavours to secure the entry of third parties into new agreements
              with the Purchaser, assist the Purchaser to the extent required to fulfil existing contractual  obligations  and,  where  contracts
              cannot be transferred, pass-through relevant goods and services if required to complete an on-going study; and

            • in relation to supply agreements for materials in instances where the Purchaser may be interested in entering into agreements  with
              GSK’s existing suppliers, GSK will assist the Purchaser in this process.

      (e)   the following customer, credit and other records:

            • in relation to the transfer of on-going tender contracts, GSK will use reasonable endeavours to transfer such contracts,  including
              the benefit of these contracts, to the Purchaser where possible;

            • GSK’s Transitional Services offers to assist Purchaser in respect of any call for new tenders relating  to  Mencevax  and  Nimenrix
              between closing and the transfer of marketing authorisation in the relevant country.

      (f)   the following personnel:

            • personnel currently working for the Divestment Business, i.e., having the relevant expertise relating  to  Nimenrix  and  Mencevax,
              including (i) R&D/clinical personnel, (ii) manufacturing and quality personnel, and (iii) commercial  personnel;  while,  with  the
              exception of one Global Neisseria Marketing Director and two Global Neisseria Sr. Marketing Managers for  commercial  none  of  the
              personnel is dedicated to the Divestment Business, depending on the Purchaser’s needs[307] and based on  GSK’s  current  estimates,
              GSK commits to take all reasonable steps, including appropriate incentive schemes (based on industry practice), to  make  available
              and transfer to Purchaser up to:

              (i)      […] R&D/clinical personnel;

              (ii)     […] manufacturing and quality personnel;

              (iii)    […] commercial personnel for the EEA; and

              (iv)     depending on Purchaser’s needs,[308] additional […] commercial personnel for countries outside the EEA.

      (g)   the following Key Personnel

            • while this depends on the Purchasers’ needs,[309] GSK has identified the following key roles for  product  expert  specialists  for
              which GSK commits to take all reasonable steps, including appropriate incentive schemes  (based  on  industry  practice),  to  make
              available and transfer these specialists to Purchaser:

                 i) Global Commercial Lead acting as General Manager: The General Manager will manage the overall day-to-day operations  of  the
                    Divestment Business and ensure compliance with ring-fencing obligations, and assist in carving-out  the  divestment  assets.
                    The Global Commercial Lead will take over this role in addition to having expert product knowledge of Nimenrix and Mencevax,
                    and being responsible for product positioning in the EU and rest of the world markets.

                ii) Medical Affairs Lead: The Medical Affairs Lead will provide the medical and scientific support  to  the  vaccines  and  lead
                    implementation success by offering medical advice and act as the medical reference contact for local country organizations.

               iii) Tender Manager: The Tender Manager will have central oversight of the tender business and will be responsible for management
                    of the local tender managers.

                iv) Manufacturing Process Expert: The Manufacturing Process Expert will have technical process expertise specific for each  step
                    of the Nimenrix and Mencevax manufacturing processes.

                 v) Regulatory Affairs Lead:  The  Regulatory  Affairs  Lead  will  develop  clinical  and  technical  packages  for  regulatory
                    submissions, handle questions from regulatory authorities, and give the regulatory inputs.

                vi) Clinical Development Lead: The Clinical Development Lead will have overall responsibility and accountability of the clinical
                    development.

            • Given that there are no key employees dedicated to the Divestment Business and that the described key roles do not currently exist,
              there are at this stage no identified individuals for the proposed Key Personnel.  GSK commits to work together with Purchaser[310]
              to identify the Key Personnel needed by Purchaser who have the experience and expertise to fulfil the  identified  functions.   GSK
              will take all reasonable steps, or procure that all reasonable steps are  being  taken,  including  appropriate  incentive  schemes
              (based on industry practice), to encourage these Key Personnel to transfer to Purchaser.

      (h)   the arrangements for the supply with the following products and provision of the following services by GSK or Affiliated Undertakings
           for a transitional period of up to […] after Closing:

            • GSK will provide technology transfer relating to the production process for the Divestment  Business  to  the  Purchaser  over  the
              course of a transitional period of up to […] at cost.  GSK will share in the cost for the technology  transfer  in  line  with  the
              standards of the industry.  […].  The technology transfer will be of  three  stages:  (i) transfer  of  the  packaging  process  to
              Purchaser, (ii) transfer of secondary production processes (formulation, filling and lyophilisation) to  Purchaser,  combined  with
              performing stability requirements and file preparation for the regulatory filings, and (iii) transfer  of  technology  for  primary
              production (production of bulk antigens, bulk carrier  proteins,  and  conjugation)  to  Purchaser,  combined  with  completion  of
              stability work and file preparation for regulatory approval;

            • GSK will, pending completion of the technology transfer  of  the  vaccine  production  and  receipt  of  the  necessary  regulatory
              approvals, supply the Purchaser under a temporary supply agreement with Nimenrix and Mencevax and the relevant components  thereof,
              mirroring the technology transfer timeline at full manufacturing cost (to be determined), ex-works, at current quality and quantity
              levels or quantities otherwise agreed between GSK and the Purchaser that reflect changes in customer demand, all as overseen by the
              Monitoring Trustee:

                 (i)   GSK will supply, from in-market inventory, directly to the Purchaser’s customers and, following, if necessary, the
                     Purchaser’s set-up of a central warehouse, supply to the Purchaser’s central warehouse finished Nimenrix and Mencevax
                     vaccines;

                 (ii)  GSK will supply, to Purchaser for packaging, naked vials to be packaged; and

                 (iii)       GSK will supply (1) for Nimenrix bulk polysaccharide antigens and bulk tetanus toxoid carrier proteins to
                     Purchaser’s site for conjugation and (2) for Mencevax bulk polysaccharide antigens direct to Purchaser for the secondary
                     production stage;

              In the event of a dispute between GSK and the Purchaser regarding the full manufacturing cost or the quantities, the matter shall
              be referred to the Monitoring Trustee (together with the Technical Expert) for resolution.

            • GSK offers to provide, to support the technology transfer process relating to the  Divestment  Business,  ring-fenced  Transitional
              Services Teams, as required:[311]

                 (i)   for R&D/clinical, a transitional service team in order to (a) finish on-going clinical studies, (b) transfer clinical
                     studies, assays and technology, (c) provide assistance for pharmacovigilence and regulatory submissions, and (d) train
                     Purchaser’s designated medical personnel;

                 (ii)  for manufacturing, to support the preparation and equipping of the Purchaser’s chosen manufacturing site(s);

                 (iii)       for commercial functions, a transitional service team to support the Purchaser to integrate the Divestment Business
                     into its salesforce and its promotional, sales, and distribution strategy.

            • GSK offers to provide, with respect to the physical distribution of the Nimenrix and Mencevax vaccines, distribution  services  for
              the Purchaser for up to […] after Closing.

      3.    The Divestment Business shall not include:

            • Due to the integration into GSK’s other vaccines activities, which account for the  large  majority  of  the  capacity  usage,  the
              existing sites where Nimenrix and Mencevax are manufactured and R&D relating to these vaccines is undertaken.

            • Due to the importance of the –rix suffix for GSK’s vaccines business, any right of Purchaser to use the –rix suffix for  any  other
              product than Nimenrix or any improvements thereof, i.e., any changes to the product falling within the scope of a variation to  the
              marketing authorization, including products that could later be developed by Purchaser using the MenACWY antigens;

            • books and records that are not used exclusively in, or do not arise exclusively out of, the Divestment  Business  or  that  GSK  is
              required by law to retain or which contain information in which any member of GSK has legal privilege.

      4.    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
           adequate substitute will be offered to potential purchasers.

                                                                                                                                          ANNEX 1

                                                         Brands in GSK's MenACWY Business

[…]

                                                                                                                                          ANNEX 2

                                                   Patents Relevant for the Divestment Business

[…]

                                                                                                                                          ANNEX 3

                                           Marketing Authorizations In GSK's MenACWY Vaccines Business

[…]

                                                                                                                                 January 21, 2015

                                                                 Case COMP/M.7276
                                           GlaxoSmithKline/Novartis Vaccines Business (Excl. Influenza)

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “Merger Regulation”), GlaxoSmithKline plc. (“GSK”) hereby enters into the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view to rendering the proposed acquisition
of Novartis AG’s (“Novartis”) global human vaccines business, excluding flu vaccine products (the “Novartis Vaccines Business”) (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(2) 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”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

   Affiliated Undertakings: undertakings controlled by GSK or Novartis, 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.

   Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

   Closing Period: the period of 3 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: the business or businesses as defined in Section B and in the Schedule which GSK commit to divest.

   Divestiture Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by GSK and who has/have
   received from GSK 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 […] from the Effective Date.

   GSK: GlaxoSmithKline plc., the notifying party, incorporated in the UK, with registered offices at 980 Great West Road, Brentford, TW8 9GS,
   United Kingdom.

   Hold Separate Manager: the person appointed by GSK for the Divestment Business to manage the day-to-day business under the supervision of the
   Monitoring Trustee.

   Manufacturing Services: the primary and secondary manufacturing services (unless and until the latter (filling and packaging) is technology
   transferred to the Purchaser) of the dT vaccines, which comprise the Divestment Business, to be provided by a designated team within GSK’s
   manufacturing organisation.

   Monitoring Trustee: one or more natural or legal person(s) who is/are approved by the Commission and appointed by GSK, and who has/have the
   duty to monitor GSK’s compliance with the conditions and obligations attached to the Decision.

   Novartis: Novartis AG, incorporated in Switzerland, with registered offices at Forum 1, Novartis Campus, CH-4056 Basel, Switzerland.

   Parties: GSK and Novartis.

   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 in order to be approved by the
   Commission.

   Schedule: the schedule to these Commitments describing more in detail the Divestment Business.

   Technical Expert: one or more natural or legal person(s) appointed by and reporting the Monitoring Trustee, who has/have expertise relevant to
   the Divestment Business.  The Technical Expert will, if this is deemed necessary by the Monitoring Trustee,[312] assist and advise the
   Monitoring Trustee with regard to all technical aspects related to the Divestment Business.  All information provided to the Monitoring
   Trustee may also be exchanged with the Technical Expert.  The Technical Expert will be independent of GSK and will not have or be exposed to
   any conflict of interest.  If the Monitoring Trustee has the necessary technical expertise, Monitoring Trustee and Technical Expert can be the
   same natural or legal person.  GSK and Purchaser shall have the right to be heard with any reasoned objections against technical expert
   candidates, e.g., lack of competence or conflict of interest.  In cases of controversy between GSK and the Monitoring Trustee, and/or
   Purchaser and the Monitoring Trustee as to the suitability of the technical expert candidate, the Commission will decide on the matter.

   Technology Transfer: at the Purchaser’s request, the technology transfer by GSK of the (1) secondary production of the relevant dT vaccines
   forming part of the Divestment Business (meaning filling and packaging activities) to the Purchaser or a CMO selected by the Purchaser and/or
   (2) primary production and formulation of the relevant dT vaccines forming part of the Divestment Business (meaning the manufacturing of the
   bulk antigens and formulation of the relevant vaccines).  The Purchaser shall decide prior to Closing whether it opts for the technology
   transfer of secondary and/or primary production.  The cost, in respect of the personnel required to carry out the technology transfer will be
   jointly borne by Purchaser and GSK in proportion to the overall value of the Divestment Business.  If the Purchaser opts for either or both of
   these technology transfers:

   (i)      the transferred technology, assets and know-how may only be used for manufacturing the products included in the Divestment Business
           (i.e., Novartis’ TD-Pur and Dif-Tet-All bivalent dT vaccines in the forms and formulations existing at the time purchased by
           Purchaser) in Germany and Italy (and, at Purchasers option, the other countries in which Novartis has a valid national marketing
           authorisation, namely Austria, Hungary, Poland, and Slovenia);

   (ii)     the transferred technology, assets and know-how shall not be used in any way whatsoever for the manufacturing, research or
           development of any single or multi-valent vaccines other than the TD-Pur and Dif-Tet-All bivalent dT vaccines in the forms and
           formulations existing at the time purchased by the Purchaser; and

   (iii)    the Purchaser shall install and maintain a strict firewall between any employees having access to such transferred technology, assets
           and know-how and any other employees involved in other diphtheria or tetanus manufacturing, research or development activities.

   Transitional Services: The services to be provided to the Purchaser by GSK in the period following Closing, including, but not limited to, R&D
   and commercial services required for the supply of the dT vaccines, which comprise the Divestment Business, and the maintenance of their
   marketing authorisations.

   Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

   Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

Section B.  The commitment to divest and the Divestment Business

Commitment to divest

2. In order to maintain effective competition, GSK commits to divest, or procure the divestiture of the Divestment Business by  the  end  of  the
   Trustee Divestiture Period as a going concern to a purchaser 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, GSK commits to find a purchaser  and  to  enter  into  a  final
   binding sale and purchase agreement for the sale of the Divestment Business within the First Divestiture Period.  If GSK has not entered  into
   such an agreement at the end of the First Divestiture Period, GSK shall grant the  Divestiture  Trustee  an  exclusive  mandate  to  sell  the
   Divestment Business in accordance with the procedure described in paragraph ‎30 in the Trustee Divestiture Period.

3. [Not applicable].

4. GSK shall be deemed to have complied with this commitment if:

      (a)   by the end of the Trustee Divestiture Period, GSK or the Divestiture Trustee has entered into a final binding sale and purchase
           agreement and the Commission approves the proposed purchaser and the terms of sale as being consistent with the Commitments in
           accordance with the procedure described in paragraph ‎18; and

      (b)   the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

5. In order to maintain the structural effect of the Commitments, GSK shall, for a period  of  10  years  after  Closing,  not  acquire,  whether
   directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over the whole
   or part of the Divestment Business, unless, following the submission of a reasoned request from GSK showing good cause and  accompanied  by  a
   report from the Monitoring Trustee (as provided in paragraph ‎44 of these Commitments), the Commission finds that the structure of  the  market
   has changed to such an extent that the absence of influence over the Divestment Business  is  no  longer  necessary  to  render  the  proposed
   concentration compatible with the internal market.

Structure and definition of the Divestment Business

6. The Divestment Business consists of  an  exclusive  distribution  agreement,  combined  with  an  overall  […]  supply  agreement  on  a  full
   manufacturing cost (ex-works) basis and the transfer of national marketing authorisations of Novartis’  TD-Pur  and  Dif-Tet-All  bivalent  dT
   vaccines business in Germany and Italy, respectively, and, at Purchasers option, the other countries in which Novartis has  a  valid  national
   marketing authorisation, namely Austria, Hungary, Poland, and Slovenia.  The legal and functional structure  of  the  Divestment  Business  as
   operated to date is described in the Schedule.  The Divestment Business, described in more detail in the Schedule, includes all assets and  in
   case of Technology Transfer employees needed by the Purchaser to ensure the viability and  competitiveness  of  the  Divestment  Business,  in
   particular:

      (a)   all tangible and intangible assets (including intellectual property rights);

      (b)   all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business;

      (c)   all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit and other records of the
           Divestment Business; and

      (d)   personnel if, at the request of the Purchaser, the Technology Transfer takes place, and to the extent that the Purchaser does not
           already have the necessary personnel.

7. Due to the nature of the Divestment Business, GSK will continue to be responsible for the primary and secondary manufacture  of  the  relevant
   dT vaccines to be distributed by the Purchaser, unless the Purchaser opts for the Technology Transfer, in which case  the  relevant  technical
   know-how and personnel, to the degree needed by Purchaser, will be transferred to the Purchaser by GSK.  The finished vaccine  packs  will  be
   supplied to the Purchaser for a total of […] at full manufacturing cost (to be determined), ex-works, as overseen by the  Monitoring  Trustee.
   In the event of a dispute between GSK and the Purchaser regarding the full manufacturing cost, the matter shall be referred to the  Monitoring
   Trustee (together with the Technical Expert) for resolution.  If the Purchaser opts for the Technology Transfer, GSK will supply the  finished
   packs on the same basis until such time as the transfer of secondary or primary production has been completed (not to exceed a  total  of  […]
   after Closing).  To support the transfer of the national marketing  authorisation  for  the  relevant  dT  vaccines,  GSK  will  provide  such
   Transitional Services as may be required pending the transfer of the  marketing  authorisation.   GSK  also  offers  to  support  the  initial
   commercialisation of the product and physically distribute the relevant dT vaccines at the Purchaser’s direction  for  a  transitional  period
   after Closing.  Strict firewall procedures will be adopted so as to ensure that any competitively sensitive information related to, or arising
   from, such service and supply arrangements will only be shared within designated teams within GSK’s operations  and,  in  particular,  not  be
   shared with, or passed on to, GSK’s commercial team.

Section C.  Related commitments

Preservation of viability, marketability and competitiveness

8. From the Effective Date until Closing, GSK  shall  preserve  or  procure  the  preservation  of  the  economic  viability,  marketability  and
   competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible any risk of  loss
   of competitive potential of the Divestment Business.  In particular GSK undertakes:

    (a)    not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the
           Divestment Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment
           policy of the Divestment Business;

    (b)    to make available, or procure to make available, sufficient resources for the development of the Divestment Business, on the basis
           and continuation of the existing business plans;

    (c)    (only in case the Purchaser (i) opts for the Technology Transfer and requires the transfer of some personnel for this activity and
           (ii) in cooperation with GSK identifies the employees needed by the Purchaser depending on its specific needs) to take all reasonable
           steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on industry practice), to
           encourage such personnel to transfer with the Divestment Business (in the event such personnel are required by the Purchaser), and
           not to solicit or move any such personnel to GSK’s remaining business.  Where, nevertheless, individual members of the personnel
           identified by GSK and Purchaser exceptionally leave the Divestment Business, GSK shall provide a reasoned proposal to replace the
           person or persons concerned to the Commission and the Monitoring Trustee. GSK must be able to demonstrate to the Commission that the
           replacement is well suited to carry out the functions exercised by those individual members of the personnel.  The replacement shall
           take place under the supervision of the Monitoring Trustee, who shall report to the Commission.

Hold-separate obligations

9. GSK commits, from the Effective Date until Closing, to keep the Divestment Business separate from the businesses it is retaining  (as  far  as
   practically possible in light of the fact that (i) primary and secondary production of the dT products forming part of the Divestment Business
   is only transferred if  the Purchaser so requires and (ii) unless the Purchaser so  requires,  no  employees  will  be  transferred  with  the
   Divestment Business) to ensure that, unless explicitly permitted under these Commitments, in particular in relation to  the  Transitional  and
   Manufacturing Services and the Technology Transfer, if any: (i) commercial staff of the competing  dT  businesses  retained  by  GSK  have  no
   involvement in the Divestment Business; (ii) personnel of the Divestment Business, if the Purchaser requests a long-term transfer of personnel
   for production of the dT vaccines forming part of the Divestment Business, have no involvement in any dT vaccine business retained by GSK.

10. Until Closing, GSK shall assist the Monitoring Trustee in ensuring that (as far as practically  possible  in  light  of  the  fact  that  (i)
   primary and secondary production of the dT products forming part of the Divestment Business is only transferred if  the Purchaser so  requires
   and (ii) unless the Purchaser so requires no employees will be transferred with the Divestment Business) the Divestment Business is managed as
   a distinct and saleable business separate from the businesses which GSK is retaining (save with  respect  to  the  required  Transitional  and
   Manufacturing Services and Technology Transfer if so requested by the Purchaser, see above).  Immediately after the adoption of the  Decision,
   GSK shall appoint a Hold Separate Manager who has no involvement with the dT activities GSK retains.  The Hold Separate Manager  shall  manage
   the Divestment Business independently and in the best interest of the business with a view  to  ensuring  its  continued  economic  viability,
   marketability and competitiveness and its independence from the businesses retained by GSK (save with respect to the required Transitional and
   Manufacturing Services and Technology Transfer if so requested by the Purchaser, see above).  At the Purchaser’s option ,  the  Hold  Separate
   Manager will transfer with the Divestment Business, but, even if not transferred, is willing to stay available post-Closing of the  Divestment
   Transaction in the context of Transitional Services rendered by GSK.  The Hold Separate Manager shall closely cooperate with and report to the
   Monitoring Trustee, who, in case the Monitoring Trustee does not have any necessary industry expertise, is assisted by the  Technical  Expert,
   and, if applicable, the Divestiture Trustee.  Any replacement of the Hold Separate Manager shall be subject to  the  procedure  laid  down  in
   paragraph 8(c) of these Commitments.  The Commission may, after having heard GSK, require GSK to replace the Hold Separate Manager.

11.  [Not applicable].

Ring-fencing

12.  GSK shall (as far as practically possible in light of the fact that (i) primary and secondary production of the dT products forming part  of
   the Divestment Business is only transferred if the Purchaser so requires and (ii) unless the Purchaser  so  requires,  no  employees  will  be
   transferred with the Divestment Business) implement, or procure to implement, all necessary measures to ensure that it  does  not,  after  the
   Effective Date, obtain any Confidential Information relating to the Divestment Business and that any such Confidential Information obtained by
   GSK before the Effective Date will be eliminated and not be  used  by  GSK,  save  in  order  to  carry  out  the  required  Transitional  and
   Manufacturing Services and Technology Transfer.  In particular, the participation of  the  Divestment  Business  in  any  central  information
   technology network shall be severed to the extent possible, without compromising the viability of the Divestment Business.  GSK may obtain  or
   keep information relating to the Divestment Business which is reasonably necessary for the divestiture  of  the  Divestment  Business  or  the
   disclosure of which to GSK is required by law.  In order to ensure that measures are effective, in light  of  the  required  Transitional  and
   Manufacturing Services and Technology Transfer (if so requested by Purchaser), GSK commits to create  additional  reasonable  mechanisms  with
   regard to the personnel involved in the provision of such services to ensure that any  Confidential  Information  is  not  shared  with  GSK’s
   commercial teams.

Non-solicitation clause

13. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated  Undertakings  do  not  solicit,  the
   personnel, if any, transferred with the Divestment Business for a period of […] after Closing.

Due diligence

14. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, GSK shall, subject  to  customary
   confidentiality assurances and dependent on the stage of the divestiture process:

    (a)    provide to potential purchasers sufficient information as regards the Divestment Business;

    (b)    provide to potential purchasers sufficient information relating to the personnel potentially to be transferred to them depending on
           each potential purchaser’s specific needs if it opts for the Technology Transfer and allow them reasonable access to such personnel.

Reporting

15.  GSK shall submit written reports in English on potential purchasers of the Divestment Business 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).  GSK shall submit a list of all potential purchasers having expressed  interest  in
   acquiring the Divestment Business 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.

16.  GSK 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

17. 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 GSK and its Affiliated Undertakings (this being assessed having regard to the
    situation following the divestiture).

    (b) The Purchaser shall have an established presence in distribution channels typically used in the vaccines business in Germany and Italy,
    and, dependent on the Purchaser’s choice, the other countries in which Novartis has a valid national marketing authorisation, namely
    Austria, Hungary, Poland, and Slovenia.

    (c) The Purchaser shall, if it chooses Technology Transfer, be an established supplier of vaccines with existing R&D and manufacturing
    capabilities in the EEA.

    (d) The Purchaser shall have expertise and experience in working with authorities in these countries in order to obtain necessary regulatory
    approvals (e.g., marketing authorizations), and in having relevant interactions with relevant national bodies in these countries that decide
    on recommendations and the vaccination schedules.

    (e) The Purchaser shall have the financial resources, proven expertise and incentive to maintain and develop the Divestment Business as a
    viable and active competitive force in competition with the Parties and other competitors.

    (f) The acquisition of the Divestment Business 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.

18. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment  Business  shall
   be conditional on the Commission’s approval.  When GSK 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.  GSK must be able
   to demonstrate to the Commission that the purchaser fulfils the Purchaser Criteria and that the 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 Divestment Business  without  one  or  more
   Assets and personnel (if any), or by substituting one or more Assets or parts of and employees (if any) with one or more different  assets  or
   employees, if this does not affect the viability and competitiveness of the Divestment Business after the sale, taking account of the proposed
   purchaser.

Section E.  Trustee

I.    Appointment procedure

19.  GSK shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee.  GSK commits  not
   to close the Concentration before the appointment of a Monitoring Trustee.  The Monitoring Trustee shall be assisted by the  Technical  Expert
   with regard to all technical questions related to the Divestment Business.  The Technical Expert shall be  appointed  by  and  report  to  the
   Monitoring Trustee (with GSK and the Purchaser having the right to be heard as to their suitability).  In cases of controversy between GSK and
   the Monitoring Trustee, and/or Purchaser and the Monitoring Trustee as to the suitability of the technical expert  candidate,  the  Commission
   will decide on the matter.

20. If GSK has not entered into a binding sale and purchase agreement regarding the Divestment Business one month before the  end  of  the  First
   Divestiture Period or if the Commission has rejected a purchaser proposed by GSK at that time or thereafter, GSK shall appoint  a  Divestiture
   Trustee.  The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

21. The Trustee shall:

    (i) at the time of appointment, be independent of GSK and its/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.

22. The Trustee and the Technical Expert shall be remunerated by GSK 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 GSK

23. No later than two weeks after the Effective Date, GSK shall submit the name or names of one  or  more  natural  or  legal  persons  whom  GSK
   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, GSK shall submit a list of one or more persons whom GSK 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 in paragraph ‎21 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;

    (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

24. 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, GSK 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, GSK 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 GSK

25. If all the proposed Trustees are rejected, GSK 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 ‎19 and 23 of these Commitments.

Trustee nominated by the Commission

26. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom GSK shall  appoint,  or  cause
   to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

27. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments.   The  Commission  may,  on
   its own initiative or at the request of the Trustee or GSK, 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

28. 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 Technical Expert and Hold Separate Manager, the on-going management of the  Divestment  Business
        with a view to ensuring its continued economic viability, marketability and competitiveness and  monitor  compliance  by  GSK  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 Business, and the
             keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs ‎8 and ‎9 of
             these Commitments;

            (b)   supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph ‎10 of these
             Commitments;

            (c)   with respect to Confidential Information:

               – determine all necessary measures to ensure that GSK does not after the  Effective  Date  obtain  any  Confidential  Information
                 relating to the Divestment Business, save in order to carry out  the  required  Transitional  and  Manufacturing  Services  and
                 Technology Transfer (if so requested by Purchaser),

               – in particular strive for the severing of the Divestment Business’ participation in a central information technology network  to
                 the extent possible, without compromising the viability of the Divestment Business,

               – make sure that any Confidential Information relating to the Divestment Business obtained by GSK before the  Effective  Date  is
                 eliminated and will not be used by GSK, save in order to carry out the required Transitional  and  Manufacturing  Services  and
                 Technology Transfer (if so requested by Purchaser), and

               – decide whether such information may be disclosed to or kept by GSK as the disclosure is reasonably necessary  (beyond  what  is
                 necessary for carrying out the required Transitional and Manufacturing Services and Technology Transfer  (if  so  requested  by
                 Purchaser)) to allow GSK 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 Business and GSK or Affiliated
             Undertakings (if such personnel allocation is required by the Purchaser);

   iii) propose to GSK such measures as the Monitoring  Trustee  considers  necessary  to  ensure  GSK’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 Business, the holding separate of the Divestment Business and the non-disclosure of competitively sensitive information;

    iv) be involved in the divestiture process by reviewing and assessing potential purchasers as  well  as  the  progress  of  the  divestiture
        process and verifying that, dependent on the stage of the divestiture process:

            (a)   potential purchasers receive sufficient and correct information relating to the Divestment Business 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 (if any personnel are required by the Purchaser).

   (v)      Additionally, the Monitoring Trustee shall act as a contact point for any disagreements that might arise in negotiations between GSK
        and the Purchaser.  To that end, the Monitoring Trustee shall be assisted by the Technical Expert.

    vi) act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

   vii) provide to the Commission, sending GSK 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 Business as well as the splitting of assets and the allocation  of
        personnel (if any) so that the Commission can assess whether the business is held in a manner consistent with the  Commitments  and  the
        progress of the divestiture process as well as potential purchasers;

  viii) promptly report in writing to the Commission, sending GSK a non-confidential copy at the  same  time,  if  it  concludes  on  reasonable
        grounds that GSK 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 GSK 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 Business after the Sale and as to whether the Divestment Business  is  sold  in  a  manner
        consistent with the conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the  Divestment
        Business without one or more Assets or not all of the personnel (if any) affects the viability of  the  Divestment  Business  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.

29. 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

30. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no  minimum  price  the  Divestment  Business  to  a  purchaser,
   provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and ancillary  agreements)  as
   in line with the Commission's Decision and the Commitments in accordance with paragraphs 17 and ‎18  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 GSK, subject to GSK’s unconditional obligation to divest at no minimum
   price in the Trustee Divestiture Period.

31. 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 GSK.

III.  Duties and obligations of the Parties

32. GSK shall provide and shall cause its advisors to provide the Trustee and the Technical Expert with all  such  co-operation,  assistance  and
   information as the Trustee and the Technical Expert may reasonably require to perform its tasks.  The Trustee and the Technical  Expert  shall
   have full and complete access to any of GSK’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  GSK  and  the  Divestment  Business
   shall provide the Trustee and the Technical Expert upon request with copies of any document.  GSK  and  the  Divestment  Business  shall  make
   available to the Trustee and the Technical Expert two or more offices on their premises and shall  be  available  for  meetings  in  order  to
   provide the Trustee and the Technical Expert with all information necessary for the performance of its tasks.

33.  GSK shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably  request  on  behalf  of  the
   management of the Divestment Business.  This shall include all administrative support functions relating to the Divestment Business which  are
   currently carried out at headquarters level.  GSK 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.  GSK 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.

34.  GSK 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 Closing and all  actions  and  declarations  which  the  Divestiture  Trustee  considers
   necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist with  the  sale  process.   Upon
   request of the Divestiture Trustee, GSK shall cause the documents required for effecting the sale and the Closing to be duly executed.

35.  GSK shall indemnify the Trustee and its employees  and  agents  and  the  Technical  Expert(each  an  “Indemnified  Party”)  and  hold  each
   Indemnified Party harmless against, and hereby agrees that an Indemnified Party shall have no liability to GSK for,  any  liabilities  arising
   out of the performance of the Trustee’s and Technical Expert’s duties under the Commitments, except to the extent that such liabilities result
   from the wilful default, recklessness, gross negligence or bad faith of the Trustee, Technical Expert, its employees, agents or advisors.

36. At the expense of GSK, the Trustee may appoint advisors (in particular for corporate finance or legal  advice),  subject  to  GSK’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 Mandate, provided that any fees and other expenses incurred  by  the  Trustee  are
   reasonable.  Should GSK refuse to approve the advisors proposed by the Trustee the Commission may approve the  appointment  of  such  advisors
   instead, after having heard GSK.  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  GSK  during  the
   Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

37.  GSK agrees that the Commission may share Confidential Information proprietary to GSK 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.

38. GSK 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.

39. 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.

IV.   Replacement, discharge and reappointment of the Trustee

40. 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 GSK, require GSK to replace the Trustee; or

   (b)      GSK may, with the prior approval of the Commission, replace the Trustee.

41. 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.

42. 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

43. The Commission may extend the time periods foreseen in the Commitments in response to a request from GSK or, in  appropriate  cases,  on  its
   own initiative. Where GSK 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 GSK.  Only in exceptional circumstances shall GSK be  entitled  to  request  an
   extension within the last month of any period.

44. The Commission may further, in response to a reasoned request from GSK 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 GSK. 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.

Section G.  Entry into force

45. The Commitments shall take effect upon the date of adoption of the Decision.

      Brussels, January 21, 2015

      […]
      duly authorised for and on behalf of
      GlaxoSmithKline plc.

                                                                     SCHEDULE

      1.    The Divestment Business, comprising an exclusive distribution agreement, combined with a […] supply agreement on a full manufacturing
           cost (ex-works) basis, and the transfer of national marketing authorisations of Novartis’ TD-Pur and Dif-Tet-All bivalent dT vaccines
           business in Germany and Italy, respectively, and, at Purchasers option, the other countries in which Novartis has a valid national
           marketing authorisation, namely Austria, Hungary, Poland, and Slovenia.  Novartis’ TD-Pur and Dif-Tet-All vaccines business in these
           countries is currently fully integrated in Novartis’s broader vaccine business.  There are no dedicated production assets nor
           employees, and it is not embodied in a specified legal entity.  Consequently, the legal and functional changes necessary to permit
           the operation of the Divestment Business will have to be achieved prior to its transfer to the Purchaser.

      2.    In accordance with paragraph ‎6 of these Commitments, the Divestment Business includes, but is not limited to:

      (a)   the following main tangible assets:

         • all of the Divestment Business’ records, commercial documentation, and promotional materials for Germany and Italy and, dependent  on
           the Purchaser’s choice, the other countries in which Novartis has valid national marketing authorisations in the EEA;

         • in-market stocks of finished packs of the relevant dT vaccines, at full manufacturing cost (to be determined), ex-works, as  overseen
           by the Monitoring Trustee. Such finished packs will be supplied by GSK to the Purchaser’s  customers  as  part  of  the  transitional
           distribution services until such time as the Purchaser is able to undertake such distribution itself; and,

         • if, at the Purchaser’s option, there is a technology transfer of the primary production of the diphtheria and tetanus  antigens,  GSK
           will provide the required working seed (subject to the protections set  out  under  ‘Technology  Transfer’  in  Section  A  of  these
           Commitments).

      (b)   the following main intangible assets:

         • the trademarks and trade dress (i.e., total image or overall design or appearance of product or its packaging) for  Novartis’  TD-Pur
           and Dif-Tet-All in Germany and Italy and, dependent on the Purchaser’s choice as to the other countries in which Novartis  has  valid
           marketing authorisations in the EEA, the other trademarks at a Community level.

      (c)   the following main licences, permits and authorisations:

         • transfer of the current national marketing authorisations for Novartis’ TD-Pur and Dif-Tet-All in Germany  and  Italy,  respectively,
           and, dependent on the Purchaser’s choice, the other countries for  which  Novartis  holds  a  national  marketing  authorisation  for
           bivalent dT vaccines in the EEA, namely Austria, Hungary, Poland and Slovenia,  including  all  relevant  dossiers  relating  to  the
           current or pending marketing authorisation and where necessary, assisting  the  Purchaser  as  much  as  is  reasonably  possible  in
           maintaining the marketing authorisations (including any variations in the marketing authorisation such as those occasioned by changes
           in the manufacturing process or product information).

      (d)   [Not Applicable]

      (e)   the following customer, credit and other records:

         • in relation to the transfer of on-going tender contracts, GSK will use reasonable endeavours to transfer  such  contracts,  including
           the benefit of these contracts, to the Purchaser where possible; and,

         • as part of Transitional Services GSK offers to assist the Purchaser in respect of any call for new tenders relating to  the  relevant
           dT vaccines between closing and the transfer of marketing authorisation in the relevant country.

      (f)   personnel that the Purchaser needs long-term (in addition to the temporary support offered by GSK for manufacturing of the dT
           products forming part of the Divestment Business) in case the Purchaser opts for the Technology Transfer.

         • Due to the nature of the remedy proposed, no personnel (and in particular no key employees) are envisaged being  transferred  to  the
           Purchaser.  However, if the Purchaser opts for the Technology  Transfer,  GSK  offers,  in  addition  to  transferring  the  relevant
           technical know-how to the Purchaser, to transfer such personnel as may be required  for the primary and/or  secondary  production  of
           the dT products forming part of the Divestment Business by the Purchaser (to the extent that the Purchaser does not already have  the
           necessary personnel and expertise).  GSK is willing to cooperate with the  Purchaser  to  identify  the  personnel  required  by  the
           Purchaser and to transfer such personnel within the applicable legal limitations.

      (g)   the arrangements for the supply with the following products or services by GSK or Affiliated Undertakings for a period of up to [...]
           after Closing:

         • GSK will supply, for a maximum period of […] after Closing, the Purchaser with finished packs of TD-Pur and  Dif-Tet-All  ,  at  full
           manufacturing cost (to be determined), ex-works, as overseen by the Monitoring Trustee.  In the event of a dispute  between  GSK  and
           the Purchaser regarding the full manufacturing cost, the matter shall be referred  to  the  Monitoring  Trustee  (together  with  the
           Technical Expert) for resolution.  GSK commits to provide the Purchaser with vaccines up to a volume per  year  that  corresponds  to
           Novartis’ annual average 2011-2013 bivalent dT vaccines sales in the EEA +[30-40]%.

         • If the Purchaser chooses to have the secondary production for TD-Pur and Dif-Tet-All transferred to it (or a chosen  CMO),  GSK  will
           provide the technology transfer relating to such secondary production processes and transfer the relevant  technical  know-how.   The
           technology transfer will be a staged process whose composition and  duration  will  depend  on  the  nature  and  facilities  of  the
           Purchaser.

               o Pending completion of the technology transfer relating to the secondary production steps, GSK offers  to  supply  the  Purchaser
                 under a temporary supply agreement with the finished packs until the transfer of secondary production is  completed.   Following
                 completion of the technology transfer of secondary manufacturing, if so  requested  by  the  Purchaser,  GSK  will  provide  the
                 Purchaser with formulated tetanus and diphtheria antigens for filling and  packaging  (again  up  to  a  volume  per  year  that
                 corresponds to Novartis’ annual average 2011-2013 bivalent dT vaccines sales in the EEA +[30-40]%).

         • If the Purchaser chooses, additionally, to have the technology and know-how for the primary production and formulation for TD-Pur and
           Dif-Tet-All transferred to it (or a chosen CMO), GSK will provide the technology transfer relating to such production  processes  and
           transfer the relevant technical know-how.  In  this  scenario,  the  transferred  technology  and  know-how  may  only  be  used  for
           manufacturing bivalent dT vaccines and not for the development and/or manufacturing of any other (combination)  vaccine  (as  further
           provided for under ‘Technology Transfer’ in Section A of these Commitments).  Such transfer will relate to  the  existing  production
           process, and GSK will not be obliged to develop (and then transfer) new know-how for a production process at a  materially  different
           scale and/or for materially different volumes.  GSK will share in the cost for such technology transfer in proportion to the  overall
           value of the Divestment Business and in line with the standards of the industry.  […].  The know-how transferred to  manufacture  the
           dT antigens will be limited to use in the transferred vaccines (TD-Pur and Dif-Tet-All).  The technology transfer will  be  a  staged
           process whose composition and duration will depend on the nature and facilities of the Purchaser.

               o Pending completion of the technology transfer relating to the primary production and formulation steps, GSK offers to supply the
                 Purchaser under a temporary supply agreement with the formulated diphtheria and tetanus antigens until the transfer  of  primary
                 production and formulation is completed.

         • GSK offers to support the process of transferring of national marketing authorisations.

         • GSK offers to provide, with respect to the physical distribution of the relevant dT vaccine in Italy and Germany  and,  dependent  on
           the Purchasers choice, the other countries in which Novartis has a national marketing  authorisation  in  the  EEA,  namely  Austria,
           Hungary, Poland and Slovenia, distribution services for the Purchaser temporarily after Closing.

      3.    The Divestment Business shall not include:

         • Due the nature of the Divestment Business, it will not include any other assets, licenses, authorisations, other than those described
           above in this Schedule.  In particular, no sites, production equipment, key employees or personnel will be transferred.  No personnel
           will be transferred unless the Purchaser opts to have primary and/or secondary production transferred to it  and  requires  personnel
           for the primary (bulk antigen manufacturing), formulation,  or  secondary  stages  of  production  (filling  and  packaging),  to  be
           transferred to it.  In case the Purchaser needs certain employees, these are to be identified through discussion between GSK and  the
           Purchaser and, depending on Purchaser’s needs, these will be included as part of the Divestment Business.

         • If the Purchaser chooses to have the technology and know-how for the primary  production  and  formulation  transferred  to  it,  the
           diphtheria and tetanus antigens manufactured using such transferred technology and know-how may not be used  for  any  other  purpose
           other than the development and/or manufacturing of bivalent dT vaccines (as further  provided  for  under  ‘Technology  Transfer’  in
           Section A of these Commitments).

      4.    If there is any asset which is not covered by paragraph 2 of this Schedule but which is both used in the Divestment Business and
           necessary for the continued viability and competitiveness of the Divestment Business, that asset or adequate substitute will be
           offered to potential purchasers.

                                      Case COMP/M.7276 – GlaxoSmithKline / Novartis Consumer Health Business

                COMMITMENTS TO THE EUROPEAN COMMISSION relating to gsk’s niquitin SMOKING CESSATION business in the EEA AND TURKEY

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the  “Merger  Regulation”),  GlaxoSmithKline  (“GSK”)  hereby  enters  into  the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view  to  rendering  GSK’s  acquisition  of
sole control over a company named GSK Consumer Healthcare (“GSKCH”)  (the  “Concentration”),  comprising  the  consumer  healthcare  business  of
GSK[313] and the over-the-counter business of Novartis AG,[314] compatible with the internal market and the functioning of the EEA Agreement.

The Commitments shall take effect upon the date of adoption of the Commission’s decision pursuant to Article 6(1)(b) of the Merger Regulation  to
declare the Concentration compatible with the internal market and the functioning of the EEA Agreement  (the  “Decision”).  This  text  shall  be
interpreted in light of the Commission’s 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”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

      Affiliated Undertakings: undertakings controlled by GSK, including  GSKCH,  or  by  Novartis,  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 ‎5 ‎(a), ‎(b), ‎(c), ‎(d), (e) and ‎(f), and described in more detail in the Schedule.

      Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

      Closing Period: the period of 3 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.

      Divested Products: GSK’s nicotine replacement therapy products sold by the Divestment Business under the NiQuitin trademark in the EEA  and
      in Turkey.

      Divestment Business: assets and rights comprising GSK’s NiQuitin business in the EEA and in Turkey, as further defined in Section B and  in
      the attached Schedule, which GSK commits to divest.

      Divestiture Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by the  Commission  and
      appointed by GSK and who has/have received from GSK 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 […] from the Effective Date.

      GSK: GlaxoSmithKline plc., incorporated under the laws of England and Wales, with its registered office at 980 Great West Road,  Brentford,
      TW8 9GS, United Kingdom.

      Hold Separate Manager: the person appointed by GSK for the Divestment Business to manage the day-to-day business under the  supervision  of
      the Monitoring Trustee.

      Key Personnel: all personnel necessary to maintain the viability and competitiveness of the Divestment Business, as listed in the Schedule,
      including the Hold Separate Manager.

      Monitoring Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by  the  Commission  and
      appointed by GSK, and who has/have the duty to monitor GSK’s compliance with the conditions and obligations attached to the Decision.

      Novartis: Novartis AG, incorporated under the laws of Switzerland, with its registered office at Forum 1, Novartis Campus,  CH-4056  Basel,
      Switzerland.

      Parties: GSK and Novartis.

      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 ‎19 of these Commitments that the Purchaser must fulfil in order to be  approved  by
      the Commission.

      Schedule: the schedule to these Commitments describing in more detail the Divestment Business.

      Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

      Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

Section B.  The Commitment to Divest and the Divestment Business

Commitment to Divest

2. In order to maintain effective competition, GSK commits to divest, or procure the divestiture of the Divestment Business by  the  end  of  the
   Trustee Divestiture Period as a going concern to a purchaser and on terms of sale approved by the Commission in accordance with the  procedure
   described in paragraph ‎20 of these Commitments. To carry out the divestiture, GSK commits to find a  purchaser  and  to  enter  into  a  final
   binding sale and purchase agreement (which will be subject to final approval by the Commission) for the sale of the Divestment Business within
   the First Divestiture Period. If GSK has not entered into such an agreement at the end of the First Divestiture Period, GSK  shall  grant  the
   Divestiture Trustee an exclusive mandate to sell the Divestment Business in accordance with the procedure described in  paragraph  ‎32  in  the
   Trustee Divestiture Period.

3. GSK shall be deemed to have complied with this commitment if:

      (a)   by the end of the Trustee Divestiture Period, GSK or the Divestiture Trustee has entered into  a  final  binding  sale  and  purchase
           agreement and the Commission approves the proposed purchaser and the terms of sale  as  being  consistent  with  the  Commitments  in
           accordance with the procedure described in paragraph ‎20; and

      (b)   the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

4. In order to maintain the structural effect of the Commitments, GSK shall, for a period  of  10  years  after  Closing,  not  acquire,  whether
   directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over the whole
   or part of the Divestment Business, unless, following the submission of a reasoned request from GSK showing good cause and  accompanied  by  a
   report from the Monitoring Trustee (as provided in paragraph ‎46 of these Commitments), the Commission finds that the structure of  the  market
   has changed to such an extent that the absence of influence over the Divestment Business  is  no  longer  necessary  to  render  the  proposed
   concentration compatible with the internal market.

Structure and Definition of the Divestment Business

5. The Divestment Business consists of GSK’s nicotine replacement therapy (“NRT”) business, marketed under the brand name NiQuitin,  in  the  EEA
   and in Turkey.  The legal and functional structure of the Divestment Business  as  operated  to  date  is  described  in  the  Schedule.   The
   Divestment Business, described in more detail in the Schedule, includes all assets and staff that contribute to the current operation  or  are
   necessary to ensure the viability and competitiveness of the Divestment Business, in particular:

      all tangible and intangible assets (including intellectual property rights and relevant internet domain names), by way of  transfer,  sale,
           assignment or licence, necessary to ensure the viability and  competitiveness  of  the  Divestment  Business,  as  specified  in  the
           Schedule;

      all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business,  as  specified
           in the Schedule;

      all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit and other records of the Divestment
           Business, as specified in the Schedule;

      all contracts with suppliers, including contracts with contract manufacturers that produce the  Divested  Products,  as  specified  in  the
           Schedule;

      the Key Personnel and, if required by the Purchaser, up to […] additional personnel, as specified in the Schedule; and

      at the option of the Purchaser, transitional agreements with GSK or Affiliated Undertakings for the supply  of  products  and/or  technical
           assistance, as specified in the Schedule.

6. For the avoidance of doubt, the Divestment Business shall not include:

      intellectual property rights which do not contribute to the current operation of the Divestment Business;

      the GSK company name, mark, or logo in any form;

      any GSK R&D facilities;

      any GSK manufacturing facilities, or equipment held at such facilities, used to manufacture goods for the Divestment Business;

      any personnel other than the Key Personnel listed in Annex 1 and, if required  by  the  Purchaser,  up  to  […]  additional  personnel,  as
           specified in the Schedule;

      books and records required to be retained pursuant to any statute, rule, regulation or ordinance, provided that GSK will provide copies  of
           such documents necessary for the Divestment Business to the Purchaser, upon request;

      general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or tax
           records, provided that GSK will provide copies of such documents necessary  for  the  Divestment  Business  to  the  Purchaser,  upon
           request; and

      GSK’s NiQuitin business, and any rights relating exclusively thereto, outside the EEA and Turkey.

Section C.  Related commitments

Preservation of Viability, Marketability and Competitiveness

7. From the Effective Date until Closing, GSK  shall  preserve  or  procure  the  preservation  of  the  economic  viability,  marketability  and
   competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible any risk of  loss
   of competitive potential of the Divestment Business. In particular GSK undertakes:

      not to carry out any action that might have a significant adverse impact on the value, management  or  competitiveness  of  the  Divestment
           Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment  policy  of
           the Divestment Business;

      to make available, or procure to make available, sufficient resources for the development of the Divestment  Business,  on  the  basis  and
           continuation of the existing business plans;

      to take all reasonable steps, or procure that all reasonable steps are being taken,  including  appropriate  incentive  schemes  (based  on
           industry practice), to encourage all Key Personnel to remain with the Divestment Business,  consistent  with  paragraph  ‎8  of  these
           Commitments. The Monitoring Trustee shall determine whether GSK has taken or  procured  all  reasonable  steps  in  this  regard,  in
           accordance with Section E of these Commitments. Where, nevertheless, individual members of the Key Personnel exceptionally leave  the
           Divestment Business prior to Closing, GSK shall provide a reasoned proposal to  replace  the  person  or  persons  concerned  to  the
           Commission and the Monitoring Trustee. GSK must be able to demonstrate to the Commission that the replacement is well suited to carry
           out the functions exercised by those individual members of the Key Personnel. The replacement shall take place under the  supervision
           of the Monitoring Trustee, who shall report to the Commission;

      to take all reasonable steps, or procure that all reasonable steps are being taken, to ensure that the  Divestment  Business  continues  to
           receive all the necessary support from GSKCH it needs to allow it to meet the Divestment Business’ 2015 business plan. In particular,
           this shall mean that GSKCH will ensure that current resources available for the brand marketing, sales, regulatory affairs and supply
           chain management for the Divested Products will continue during the Hold Separate Period to ensure that the Divestment Business’ 2015
           business plan is achieved. The incentive programmes for personnel involved in the Divestment Business shall continue  throughout  the
           Hold Separate Period to be dependent upon the success of the Divestment Business. In the event that such personnel become  unable  to
           perform their roles in the Divestment Business (e.g., as a result of resignation), GSK shall replace such personnel with  appropriate
           alternatives to ensure the delivery of the Divestment Business’ 2015 business plan.  GSKCH  representatives  and  the  Hold  Separate
           Manager will hold regular meetings to discuss achievement of the Divestment Business’ goals and  the  need  for  any  adjustments  in
           resource or personnel to ensure the goals are achieved. The  Hold  Separate  Manager  may  request  additional  resources  reasonably
           necessary to meet the Divestment Business’ 2015 business plan. GSK shall make available such additional resources. To the extent  GSK
           disagrees with the need for these additional resources, the Monitoring Trustee shall assess and have the final authority to determine
           whether the additional resources requested are reasonably necessary. Notwithstanding the above, consistent  with  GSK’s  ring-fencing
           obligations, sales and marketing personnel who work on the NiQuitin brand, during the Hold Separate Period, shall not work on  brands
           of Novartis directly competing with the Divestment Business.

8. Key Personnel (including, for the avoidance of doubt, the Hold Separate Manager) and up to […]  additional  personnel,  as  specified  in  the
   Schedule, will transfer to the Purchaser with the Divestment Business unless the Purchaser does not require it.[315] With respect to such  Key
   Personnel and the up to […] additional personnel who receive an offer of employment from  the  Purchaser  (conditional  on  or  following  the
   Closing), GSK shall do the following:

      not prevent, prohibit or restrict or threaten to prevent, prohibit or restrict  the  Key  Personnel  or  additional  personnel  from  being
           employed by the Purchaser, and not offer any incentive to the Key Personnel or additional personnel to decline  employment  with  the
           Purchaser; and

      if the Key Personnel or additional personnel accept such offer of employment from the Purchaser, GSK shall cooperate with the Purchaser  in
           effecting transfer of the Key Personnel and additional personnel to the employ of the Purchaser.

Hold-Separate Obligations

9. GSK commits, from the Effective Date until Closing, to keep the Divestment Business separate from the business(es)  it  is  retaining  and  to
   ensure that the Key Personnel have no involvement in any business retained by GSK and do not report to any individual outside  the  Divestment
   Business.

10. Until Closing, GSK commits to apply its existing incentive scheme governing the remuneration of its employees in respect  of  any  activities
   relating to the Divestment Business. GSK further commits not to reduce the total amount of employee time currently dedicated to the Divestment
   Business, without prejudice to paragraph ‎12 below.

11. Until Closing, GSK shall assist the Monitoring Trustee in ensuring that the Divestment  Business  is  managed  as  a  distinct  and  saleable
   commercial entity separate from the business(es) which GSK is retaining. Immediately after the adoption of the Decision, GSK shall  appoint  a
   Hold Separate Manager. The Hold Separate Manager, who shall be part of the Key Personnel, shall manage the Divestment  Business  independently
   and in the best interest  of  the  Divestment  Business  with  a  view  to  ensuring  its  continued  economic  viability,  marketability  and
   competitiveness and its independence from the businesses retained by GSK.

12. Until Closing, consistent with the commitment in paragraph ‎7, GSK  commits  to  make  available  to  the  Hold  Separate  Manager  sufficient
   resources (including personnel) reasonably necessary to ensure the development of the Divestment Business on the basis and continuation of the
   existing business plans. The Monitoring Trustee shall assess the reasonableness of any requests for resources from the Hold  Separate  Manager
   and GSK’s performance under this commitment, in accordance with Section E of these Commitments.

13. The Hold Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee.  Any
   replacement of the Hold Separate Manager shall be subject to the procedure laid down in paragraph ‎7‎(c) of these  Commitments.  The  Commission
   may, after having heard GSK, require GSK to replace the Hold Separate Manager.

Ring-Fencing

14. GSK shall implement, or procure to implement, all necessary measures to ensure that it  does  not,  after  the  Effective  Date,  obtain  any
   Confidential Information relating to the Divestment Business, except as is necessary to  ensure  the  viability  of  the  Divestment  Business
   (including as is necessary for GSK to provide transitional services to the Divestment Business).  In  particular,  the  participation  of  the
   Divestment Business in any central information technology network shall be severed to the extent possible, without compromising the  viability
   of the Divestment Business. GSK may obtain or keep information relating to the Divestment Business  which  is  reasonably  necessary  for  the
   divestiture of the Divestment Business or the disclosure of which to GSK is required by law.

Non-Solicitation Clause

15. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do not solicit, the  Key
   Personnel or the up to […] additional personnel transferred with the Divestment Business for a period of […] after Closing.

Due Diligence

16. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, GSK shall, subject  to  customary
   confidentiality assurances and dependent on the stage of the divestiture process:

      provide to potential purchasers sufficient information as regards the Divestment Business; and

      provide to potential purchasers sufficient information relating to the Key Personnel and up to […] additional personnel,  as  specified  in
           the Schedule, and allow them reasonable access to the Key Personnel and such  additional  personnel.  The  Monitoring  Trustee  shall
           determine whether GSK has provided reasonable access to the personnel described in this paragraph 16(b), in accordance with Section E
           of these Commitments.

Reporting

17. GSK shall submit written reports in English on potential purchasers of the Divestment Business 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). GSK shall submit a list of all potential purchasers having  expressed  interest  in
   acquiring the Divestment Business 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.

18. GSK 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

19. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:

      the Purchaser shall be independent of and unconnected to GSK and Novartis and their Affiliated Undertakings  (this  being  assessed  having
           regard to the situation following the divestiture);

      the Purchaser shall have experience in the supply of consumer healthcare products in the EEA (not  necessarily  limited  to  pharmaceutical
           products);

      the Purchaser shall have an established presence in and/or access to distribution  channels  typically  used  in  the  consumer  healthcare
           business in each of the EEA countries in which the Divestment Business is active;

      the Purchaser shall have experience in the marketing, promotion, sales and distribution of branded consumer healthcare products in the  EEA
           (not necessarily limited to pharmaceutical products);

      the Purchaser shall have experience in working with authorities in the EEA in obtaining necessary  regulatory  approvals  (e.g.,  marketing
           authorisations);

      the Purchaser shall have the financial resources, proven experience, and incentive to maintain and develop the  Divestment  Business  as  a
           viable and active competitive force in the EEA in competition with the Parties and other competitors; and

      the acquisition of the Divestment Business 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.

20. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment  Business  shall
   be conditional on the Commission’s approval. When GSK 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. GSK must be  able
   to demonstrate to the Commission that the Purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in a  manner
   consistent with the Commission’s Decision and the Commitments. The sale and purchase agreement shall contain a purchase price that is  finally
   determined at Closing and not be dependent on the Divestment Business’ performance after Closing (i.e.,  the  purchase  price  should  not  be
   conditional on the performance of the Divestment Business after Closing or subject to royalties).  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
   Divestment Business without one or more Assets or parts of the Key Personnel, or by substituting one or  more  Assets  or  parts  of  the  Key
   Personnel with one or more different assets or different personnel, if  this  does  not  affect  the  viability  and  competitiveness  of  the
   Divestment Business after the sale, taking account of the proposed purchaser.

Section E.  Trustee

I.    Appointment Procedure

21. GSK shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee.  GSK  commits  not
   to close the Concentration before the appointment of the Monitoring Trustee.

22. If GSK has not entered into a binding sale and purchase agreement regarding the Divestment Business one month before the  end  of  the  First
   Divestiture Period or if the Commission has rejected a purchaser proposed by GSK at that time or thereafter, GSK shall appoint  a  Divestiture
   Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

23. The Trustee shall:

      at the time of appointment, be independent of GSK and Novartis and their Affiliated Undertakings;

      possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment  banker  or
           consultant or auditor; and

      neither have nor become exposed to a Conflict of Interest.

24. The Trustee shall be remunerated by GSK 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 GSK
25. No later than two weeks after the Effective Date, GSK shall submit the name or names of one  or  more  natural  or  legal  persons  whom  GSK
   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, GSK shall submit a list of one or more persons whom GSK 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 in paragraph ‎23 and shall include:

      the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under these
           Commitments;

      the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks; and

      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
26. 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, GSK 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, GSK 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 GSK
27. If all the proposed Trustees are rejected, GSK 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 ‎21 and ‎25 of these Commitments.

   Trustee Nominated by the Commission
28. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom GSK shall  appoint,  or  cause
   to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

29. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The Commission may, on  its
   own initiative or at the request of the Trustee or GSK, 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

30. The Monitoring Trustee shall:

      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;

      oversee, in close co-operation with the Hold Separate Manager, the on-going management of the Divestment Business with a view  to  ensuring
           its continued economic viability, marketability and competitiveness and monitor compliance by GSK with the conditions and obligations
           attached to the Decision. To that end the Monitoring Trustee shall:

                 monitor the preservation of the economic viability, marketability and  competitiveness  of  the  Divestment  Business,  and  the
                    keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs ‎7 and  ‎9
                    of these Commitments;

                 supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph ‎11 of  these
                    Commitments;

                 with respect to Confidential Information:

                     – determine all necessary measures to ensure that GSK does not after the Effective Date obtain any Confidential  Information
                       relating to the Divestment Business,

                     – in particular strive for the severing of the Divestment  Business’  participation  in  a  central  information  technology
                       network to the extent possible, without compromising the viability of the Divestment Business,

                     – make sure that any Confidential Information relating to the Divestment Business obtained by GSK before the Effective  Date
                       is eliminated and will not be used by GSK and

                     – decide whether such information may be disclosed to or kept by GSK as the disclosure is reasonably necessary to allow  GSK
                       to carry out the divestiture or as the disclosure is required by law; and

                 monitor the splitting of assets and the allocation of Key Personnel between  the  Divestment  Business  and  GSK  or  Affiliated
                    Undertakings;

      propose to GSK such measures as the Monitoring Trustee considers necessary to ensure GSK’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 Business consistent with Section C of these Commitments, the holding separate of the  Divestment  Business  and  the  non-
           disclosure of competitively sensitive information;

      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:

                potential purchasers receive sufficient and correct information relating to the Divestment Business and the Key Personnel, and up
                    to […] additional personnel, as specified in  the  Schedule,  in  particular  by  reviewing,  if  available,  the  data  room
                    documentation, the information memorandum and the due diligence process, and

                potential purchasers are granted reasonable (in the view of the Monitoring Trustee) access to the Key Personnel  and  up  to  […]
                    additional personnel, as specified in the Schedule;

      act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

      provide to the Commission, sending GSK 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 Business as well as the splitting of assets and the  allocation
           of Key Personnel so that the Commission can assess whether the business is held in a manner consistent with the Commitments  and  the
           progress of the divestiture process as well as potential purchasers;

      promptly report in writing to the Commission, sending GSK a non-confidential copy at the same time, if it concludes on  reasonable  grounds
           that GSK is failing to comply with these Commitments;

      within one week after receipt of the documented proposal referred to in paragraph ‎20  of  these  Commitments,  submit  to  the  Commission,
           sending GSK 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 Business after the Sale and as to whether the Divestment Business is sold in  a  manner
           consistent with the conditions and obligations attached to the Decision,  in  particular,  if  relevant,  whether  the  Sale  of  the
           Divestment Business without one or more Assets or not all of the Key Personnel affects the viability of the Divestment Business after
           the sale, taking account of the proposed purchaser; and

      assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

31. 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

32. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no  minimum  price  the  Divestment  Business  to  a  purchaser,
   provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and ancillary  agreements)  as
   in line with the Commission’s Decision and the Commitments in accordance with paragraphs ‎19 and  ‎20  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 GSK, subject to GSK’s unconditional obligation to divest at no minimum
   price in the Trustee Divestiture Period.

33. 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 GSK.

III.  Duties and Obligations of the Parties

34. GSK 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  GSK’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 GSK and the Divestment Business shall provide the Trustee upon request with copies of  any  document.  GSK  and  the
   Divestment Business shall make available to the Trustee one or 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.

35. GSK shall provide the Monitoring Trustee with all managerial and administrative support that it may  reasonably  request  on  behalf  of  the
   management of the Divestment Business. This shall include all administrative support functions relating to the Divestment Business  which  are
   currently carried out at headquarters level. GSK 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. GSK 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.

36. GSK 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 Closing and all  actions  and  declarations  which  the  Divestiture  Trustee  considers
   necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist  with  the  sale  process.  Upon
   request of the Divestiture Trustee, GSK shall cause the documents required for effecting the sale and the Closing to be duly executed.

37. GSK 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 GSK for,  any  liabilities  arising  out  of  the  performance  of  the
   Trustee’s duties under the 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.

38. At the expense of GSK, the Trustee may appoint advisors (including in respect of such matters as: corporate finance, legal advice,  technical
   requirements, R&D, clinical/regulatory, manufacturing, and distribution), subject to GSK’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 Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. Should GSK refuse to  approve
   the advisors proposed by the Trustee the Commission may approve the appointment of such advisors instead, after having  heard  GSK.  Only  the
   Trustee shall be entitled to issue instructions to the advisors. Paragraph ‎37 of these  Commitments  shall  apply  mutatis  mutandis.  In  the
   Trustee Divestiture Period, the Divestiture Trustee may use advisors who served GSK during the Divestiture Period if the  Divestiture  Trustee
   considers this in the best interest of an expedient sale.

39. GSK agrees that the Commission may share Confidential Information proprietary to GSK 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.

40. GSK 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.

41. 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.

IV.   Replacement, Discharge and Reappointment of the Trustee
42. 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:

      the Commission may, after hearing the Trustee and GSK, require GSK to replace the Trustee; or

      GSK may, with the prior approval of the Commission, replace the Trustee.

43. If the Trustee is removed according to paragraph ‎42 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 ‎21-‎28 of these Commitments.

44. Unless removed according to paragraph ‎42 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

45. The Commission may extend the time periods foreseen in the Commitments in response to a request from GSK or, in  appropriate  cases,  on  its
   own initiative. Where GSK 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 GSK. Only in exceptional  circumstances  shall  GSK  be  entitled  to  request  an
   extension within the last month of any period.

46. The Commission may further, in response to a reasoned request from GSK  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 GSK. 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.

47. If the approval of the GSK/Novartis Consumer Health Business transaction by another antitrust  authority  is  made  subject  to  requirements
   that:

      are potentially inconsistent with these Commitments; or

      would, when combined with the obligations in these Commitments, result in the divestiture of assets or  businesses  beyond  that  which  is
           necessary to maintain or restore effective competition in the EEA,

   GSK may request a review and adjustment of these Commitments in order to avoid such inconsistencies or obligations beyond those necessary to
   restore effective competition.

Section G.  Entry into Force

48. The Commitments shall take effect upon the date of adoption of the Decision.

Brussels, January 21, 2015

[…]

duly authorised for and on behalf of

GlaxoSmithKline plc.

                                                                     SCHEDULE

 The Divestment Business is operated by GSK as part of GSK’s Consumer Healthcare division.

 In accordance with paragraph ‎5 of these Commitments, the Divestment Business will include:

      a transfer (by way of sale) of the following main tangible assets: all finished goods inventory, supplies, sales and  promotional  material
           relating exclusively to the Divestment Business (i.e., not relating to the retained business of GSK, Novartis, or GSKCH) held at  the
           date of Closing;

      a transfer (by way of sale, assignment or licence, as appropriate)  of  the  following  main  intangible  assets  insofar  as  they  relate
           exclusively to the Divestment Business (i.e., not relating to the retained business of GSK, Novartis or GSKCH):

           the trademark NiQuitin in the EEA and in Turkey;

           rights to any domain names within the EEA and Turkey that relate exclusively to the Divestment Business (the transfer to be  effected
                 by means of withdrawal and re-registration);

           patents for the EEA and Turkey held by GSK in relation to the Divestment Business, which are listed in Annex 2;

           all copyrights in the EEA and Turkey related to the Divestment Business, covering,  inter  alia,  information  booklets  and  website
                 content;

           all know-how for the manufacturing of products by the Divestment Business as well as know-how associated with obtaining manufacturing
                 and marketing approvals for those products in the EEA and in Turkey. The know-how is embodied in design history files, technical
                 files, drawings, product specifications, manufacturing process descriptions, validation documentation, packaging specifications,
                 and quality control standards; and

           an irrevocable, assignable, sub-licensable and royalty-free licence to all copyrights and patents and access  to  all  know-how,  for
                 exclusive use in and limited to the EEA and Turkey, relating to any existing pipeline product intended to be marketed in the EEA
                 or Turkey under the NiQuitin brand. GSK will also provide, at the option of the Purchaser, technical assistance to the Purchaser
                 in relation to the transfer of all pipeline projects in order to enable the Purchaser successfully to continue  the  development
                 of such projects without delay.

           For the avoidance of doubt, GSK will retain ownership of intangible assets that do not relate exclusively to the Divestment Business
           (i.e., intangible assets which also relate to the retained business of GSK) (e.g., existing R&D relating to GSK smoking cessation
           products that are marketed outside the EEA/Turkey and/or are not marketed under the NiQuitin brand). However, in respect of such
           shared intangible assets, GSK will provide the Purchaser with an irrevocable, assignable, sub-licensable and royalty-free licence to
           all copyrights and patents and access to all know-how, on a non-exclusive basis, for use in and limited to the EEA and Turkey. The
           Monitoring Trustee shall supervise GSK’s performance in this regard, in accordance with Section E of the Commitments;

      a transfer or assignment of, or access  to,  as  appropriate,  all  licences,  permits,  and  authorisations  issued  by  any  governmental
           organisation and held by GSK that are exclusively necessary to manufacture and/or sell  the  products  belonging  to  the  Divestment
           Business (i.e. not necessary to manufacture and/or sell the products belonging to the retained business of GSK, Novartis  or  GSKCH),
           including any dossiers relating to current or pending authorisations available to GSK and, where necessary, assistance related to the
           transfer to the Purchaser of such licences, permits, and authorisations concerning the Divestment Business, and providing  assistance
           to the Purchaser to make any necessary regulatory filings and obtain any  necessary  authorisations.  For  the  avoidance  of  doubt,
           licences that are held by, required for the continued operation of, and specific to any manufacturing site will be retained  by  that
           manufacturing site and will not be transferred to the Purchaser;

      a transfer to […] (or, at the Purchaser’s election, an alternative third party supplier or  the  Purchaser  itself)  of  all  manufacturing
           technology and know-how necessary to enable […] (or, at the  Purchaser’s  election,  an  alternative  third  party  supplier  or  the
           Purchaser itself) to manufacture NiQuitin patches for the Divestment Business. GSK will use its reasonable best efforts to facilitate
           such a transfer. The Monitoring Trustee shall supervise  GSK’s  efforts  in  this  regard,  in  accordance  with  Section  E  of  the
           Commitments;

           without limitation to the above, GSK commits to use its reasonable best efforts to assign or sub-license, or to procure that […] will
              license, to […] (or, at the Purchaser’s election, to an alternative third party supplier or the Purchaser itself), on an exclusive
              basis, for use in and limited to the EEA and Turkey, technology that […] currently licenses to GSK for use  in  the  manufacturing
              process for NiQuitin patches for the Divestment Business. The Monitoring Trustee shall supervise GSK’s efforts in this regard,  in
              accordance with Section E of the Commitments;

      a transfer to […] (or, at the Purchaser’s election, an alternative third party supplier or  the  Purchaser  itself)  of  all  manufacturing
           technology and know-how necessary to enable […] (or, at the  Purchaser’s  election,  an  alternative  third  party  supplier  or  the
           Purchaser itself) to manufacture NiQuitin lozenges for the  Divestment  Business.  GSK  will  use  its  reasonable  best  efforts  to
           facilitate such a transfer. The Monitoring Trustee shall supervise GSK’s efforts in this regard, in accordance with Section E of  the
           Commitments;

      a transfer or assignment of, as appropriate, the following additional contracts, agreements, leases, commitments and understandings to  the
           extent exclusively related to the Divestment Business (i.e., not relating to the retained business of GSK, Novartis or GSKCH):

           GSK will use its reasonable best efforts to transfer to the Purchaser the supply agreement(s) with […] relating to  orally-dissolving
              NiQuitin strips or to enable the Purchaser to conclude a new supply agreement with […] in relation to  orally-dissolving  NiQuitin
              strips for the Divestment Business. In the event that such arrangements cannot be made, GSK is prepared to  conclude  back-to-back
              supply agreements with the Purchaser on an […];

           GSK will use its reasonable best efforts to transfer to the Purchaser the supply agreement(s) with […] relating to NiQuitin  gums  or
              to enable the Purchaser to conclude a new supply agreement with […] in relation to NiQuitin gums for the Divestment  Business.  In
              the event that such arrangements cannot be made, GSK is prepared to conclude back-to-back supply agreements with the Purchaser  on
              an […]; and

           GSK will use its reasonable best efforts to transfer GSK’s existing distribution agreements and contracts with customers, or the part
              of such agreements or contracts, pertaining to the Divestment Business to the Purchaser.

           The Monitoring Trustee shall supervise GSK’s efforts in this regard, in accordance with Section E of the Commitments;

      the transfer of the following customer, credit and other records to the extent exclusively related to the Divestment  Business  (i.e.,  not
           relating to the retained business of GSK, Novartis or GSKCH): GSK’s customer lists and customer records;

      if required by the Purchaser, the Key Personnel listed in Annex 1 and up to […] additional personnel with suitable skills and experience in
           […];

      the arrangements for the supply of the following products or services by GSK or Affiliated Undertakings for a transitional period in  order
           to maintain the economic viability and competitiveness of the Divestment Business:

            if required by the Purchaser, GSK is prepared to conclude a transitional contract manufacturing and  packaging  agreement  with  the
                  Purchaser for NiQuitin patches, and to use its reasonable best efforts to procure that […] enters into  a  packaging  agreement
                  with the Purchaser for secondary packaging services in relation to NiQuitin patches, until the transfer of technology and know-
                  how relating to the manufacture of NiQuitin patches is complete.  In the event that such arrangements with […] cannot be  made,
                  GSK shall conclude back-to-back agreements with the Purchaser on a reasonable […] in accordance  with  good  industry  practice
                  under the supervision of the Monitoring Trustee.[316]  GSK’s transitional contract manufacturing and packaging  agreement  with
                  the Purchaser shall be concluded on a reasonable […] in accordance with good industry practice under  the  supervision  of  the
                  Monitoring Trustee.  The transitional contract manufacturing agreement may be extended at the request of the Purchaser and with
                  the consent of GSK based on a report of the Monitoring Trustee;

            if required by the Purchaser, GSK is prepared to conclude a transitional contract manufacturing  agreement  for  NiQuitin  mini  and
                  large lozenges, and a transitional vial packaging agreement for NiQuitin mini and large lozenges, and  to  use  its  reasonable
                  best efforts to procure that […] enters into a packaging agreement with  the  Purchaser  for  blister  packaging  services  for
                  NiQuitin large lozenges, until the transfer of technology and know-how relating to the manufacture of NiQuitin mini  and  large
                  lozenges is complete.  In the event that such arrangements with […] cannot be made, GSK shall conclude back-to-back  agreements
                  with the Purchaser on a reasonable […] in accordance with good industry  practice  under  the  supervision  of  the  Monitoring
                  Trustee. GSK’s transitional contract manufacturing and  packaging  agreement  with  the  Purchaser  shall  be  concluded  on  a
                  reasonable […] in accordance with good industry practice under the supervision of  the  Monitoring  Trustee.  The  transitional
                  contract manufacturing may be extended at the request of the Purchaser and with the consent of GSK based on  a  report  of  the
                  Monitoring Trustee; and

            if required by the Purchaser, GSK is prepared to conclude a transitional  supply  and/or  transitional  distribution  agreement  for
                  NiQuitin gums and/or NiQuitin orally-dissolving strips until such time as the required changes to the marketing  authorisations
                  and artwork of these respective products have been completed.  Any such  transitional supply and  distribution  agreement  with
                  the Purchaser would be concluded on a reasonable […] in accordance with good industry practice under  the  supervision  of  the
                  Monitoring Trustee.

            if required by the Purchaser, GSK is prepared to collaborate with the Purchaser to identify any reasonable need for  any  additional
                  transitional service agreements to be concluded between GSK and the Purchaser.

           Following the expiry of the transitional supply agreements above, the Purchaser will either use its own manufacturing site and
           equipment or use a third-party contract manufacturer for manufacturing and packaging.

 The Divestment Business shall not include:

      intellectual property rights which do not contribute to the current operation of the Divestment Business;

      the GSK company name, mark, or logo in any form;

      any GSK R&D facilities;

      any GSK manufacturing facilities, or equipment held at such facilities, used to manufacture goods for the Divestment Business;

      any personnel other than the Key Personnel listed in Annex 1 and, if required  by  the  Purchaser,  up  to  […]  additional  personnel,  as
           specified in paragraph 2(h) of this Schedule;

      books and records required to be retained pursuant to any statute, rule, regulation or ordinance, provided that GSK will provide copies  of
           such documents necessary for the Divestment Business to the Purchaser, upon request;

      general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or tax
           records provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon request;
           and

      GSK’s NiQuitin business, and any rights relating exclusively thereto, outside the EEA and Turkey.

 The Monitoring Trustee shall supervise GSK’s implementation of this Schedule, in accordance with Section E of the Commitments.

 GSK acknowledges that the Purchaser may elect to carry out itself all or some of the manufacturing  and/or  distribution  activities  that  are
       currently carried out by third parties for the Divestment Business. Nothing in this Schedule or in the Commitments shall be  construed  as
       restricting the Purchaser’s freedom in this regard.

                                                                     Annex 1
                                                                  Key Personnel

The Key Personnel are:

            • [Names of employees]

                                                                     Annex 2

                                                    Patents relating to the NiQuitin Business

[…]

                                      Case COMP/M.7276 – GlaxoSmithKline / Novartis Consumer Health Business

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION
                             RELATING TO TOPICAL OVER-THE-COUNTER COLD SORE MANAGEMENT PRODUCTS IN THE EEA AND TURKEY

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the  “Merger  Regulation”),  GlaxoSmithKline  (“GSK”)  hereby  enters  into  the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view  to  rendering  GSK’s  acquisition  of
sole control over a company named GSK Consumer Healthcare (“GSKCH”)  (the  “Concentration”),  comprising  the  consumer  healthcare  business  of
GSK[317] and the over-the-counter business of Novartis AG,[318] compatible with the internal market and the functioning of the EEA Agreement.

The Commitments shall take effect upon the date of adoption of the Commission’s decision pursuant to Article 6(1)(b) of the Merger Regulation  to
declare the Concentration compatible with the internal market and the functioning of the EEA Agreement  (the  “Decision”).  This  text  shall  be
interpreted in light of the Commission’s 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”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

    Affiliated Undertakings: undertakings controlled by GSK, including GSKCH, or by Novartis, 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 5 (a), (b), (c), (d) and (e), and described in more detail in the Schedule.

    Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

    Closing Period: the period of 3 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.

    Divested Products: Novartis’ topical over-the-counter Cold Sore Management (“CSM”) products  sold  by  the  Divestment  Business  under  the
    Divested Trademarks in the EEA and Turkey.

    Divested Trademarks: all trademarks and tradenames relating to: (i) the products sold  under  Novartis’  Fenivir,  Pencivir,  Vectavir,  and
    Vectatone brands in all EEA jurisdictions, and (ii) the products sold under the Vectavir brand in Turkey.

    Divestment Business: Novartis’ topical over-the-counter Cold Sore Management (“CSM”) business, comprising the  Licensed  Trademark  and  the
    Divested Products in the EEA and in Turkey, as further defined in Section B and in the attached Schedule, which GSK commits to divest.

    Divestiture Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by  the  Commission  and
    appointed by GSK and who has/have received from GSK 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 […] from the Effective Date.

    GSK: GlaxoSmithKline plc., incorporated under the laws of England and Wales, with its registered office at 980 Great West  Road,  Brentford,
    TW8 9GS, United Kingdom.

    Hold Separate Manager: the person appointed by GSK for the Divestment Business to manage the day-to-day business under  the  supervision  of
    the Monitoring Trustee.

    Licensed Trademark:  Novartis’ Fenistil trademark for the marketing of topical over-the-counter CSM products in the United Kingdom  and  the
    Netherlands.

    Monitoring Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved  by  the  Commission  and
    appointed by GSK, and who has/have the duty to monitor GSK’s compliance with the conditions and obligations attached to the Decision.

    Novartis: Novartis AG, incorporated under the laws of Switzerland, with its registered office at Forum 1, Novartis  Campus,  CH-4056  Basel,
    Switzerland.

    Parties: GSK and Novartis.

    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 22 of these Commitments that the Purchaser must fulfil in order to  be  approved  by
    the Commission.

    Schedule: the schedule to these Commitments describing in more detail the Divestment Business.

    Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

    Trustee Divestiture Period: the period of […]  from the end of the First Divestiture Period.

Section B.  The Commitment to Divest and the Divestment Business

Commitment to Divest

 2. In order to maintain effective competition, GSK commits to divest, or procure the divestiture of, the Divestment Business by the end of  the
    Trustee Divestiture Period as a going concern to a purchaser and on terms of  sale  approved  by  the  Commission  in  accordance  with  the
    procedure described in paragraph 23 of these Commitments.  To carry out the divestiture, GSK commits to find a purchaser and to enter into a
    final binding sale and purchase agreement (which will be subject to final approval by  the  Commission)  for  the  sale  of  the  Divestment
    Business within the First Divestiture Period.  If GSK has not entered into such an agreement at the end of the First Divestiture Period, GSK
    shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business in  accordance  with  the  procedure  described  in
    paragraph 35 in the Trustee Divestiture Period.

 3. GSK shall be deemed to have complied with this commitment if:

    (a)    by the end of the Trustee Divestiture Period, GSK or the Divestiture Trustee has entered into a final binding sale and purchase
         agreement and the Commission approves the proposed purchaser and the terms of sale as being consistent with the Commitments in
         accordance with the procedure described in paragraph 23; and

    (b)    the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

 4. In order to maintain the structural effect of the Commitments, GSK shall, for a period of 10  years  after  Closing,  not  acquire,  whether
    directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice,  footnote  3)  over  the
    whole or part of the Divestment Business, unless, following the submission of a reasoned request from GSK showing good cause and accompanied
    by a report from the Monitoring Trustee (as provided in paragraph 49 of these Commitments), the Commission finds that the structure  of  the
    market has changed to such an extent that the absence of influence over the Divestment  Business  is  no  longer  necessary  to  render  the
    proposed concentration compatible with the internal market.

Structure and Definition of the Divestment Business

 5. The Divestment Business consists of Novartis’ topical over-the counter topical Cold Sore Management (“CSM”)  business  in  the  EEA  and  in
    Turkey, comprising the Divested Products, the Divested Trademarks, and the Licensed Trademark. The legal and  functional  structure  of  the
    Divestment Business as operated to date is described in the Schedule. The Divestment Business, described in more  detail  in  the  Schedule,
    includes all assets that contribute to the current operation or are necessary to ensure the viability and competitiveness of the  Divestment
    Business, in particular:

    (a)    all tangible and intangible assets (including intellectual property rights and relevant internet domain names), by way of transfer,
         sale, assignment or licence, necessary to ensure the viability and competitiveness of the Divestment Business, including the Divested
         Trademarks and the Licensed Trademark, as specified in the Schedule;

    (b)    all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business, as
         specified in the Schedule;

    (c)    all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit and other records of the
         Divestment Business, as specified in the Schedule;

    (d)    the Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager), as specified in the Schedule; and

    (e)    at the option of the Purchaser, transitional agreements with the Parties or Affiliated Undertakings for the supply of products and/or
         technical assistance, as specified in the Schedule.

 6. GSK will ensure, or cause Novartis to ensure, that strict firewall procedures will be  adopted  so  as  to  ensure  that  any  competitively
    sensitive information related to, or arising from such supply arrangements (for example, product roadmaps)  will  not  be  shared  with,  or
    passed on to, anyone other than Novartis and the Purchaser.

 7. For the avoidance of doubt, the Divestment Business shall not include:

    (a)    any production or R&D facilities or equipment held at such facilities used to manufacture the Divested Products;

    (b)    any ongoing R&D or pipeline products relating to systemic CSM products;

    (c)    intellectual property rights which do not contribute to the current operation of the Divestment Business;

    (d)    the Fenistil brand or trademark outside the United Kingdom and outside the Netherlands and for any use other than for the Divested
         Product;

    (e)    the GSK or Novartis company names, marks, or logos in any form;

    (f)    any personnel other than the Hold Separate Manager;

    (g)    books and records required to be retained pursuant to any statute, rule, regulation or ordinance, provided that GSK will cause
         Novartis to provide copies of such documents necessary for the Divestment Business to the Purchaser, upon  request; and

    (h)    general books of account and books of original entry that comprise Novartis’ or any of its Affiliated Undertakings’ permanent
         accounting or tax records, provided that GSK will cause Novartis to provide copies of such documents necessary for the Divestment
         Business to the Purchaser, upon request.

Section C.  Related commitments

Preservation of Viability, Marketability and Competitiveness

 8. From the Effective Date until Closing, GSK shall preserve  or  procure  the  preservation  of  the  economic  viability,  marketability  and
    competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as  possible  any  risk  of
    loss of competitive potential of the Divestment Business. In particular, GSK undertakes:

    (a)    not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the
         Divestment Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment
         policy of the Divestment Business;

    (b)    to make available, or procure to make available, sufficient resources for the development of the Divestment Business, on the basis
         and continuation of the existing business plans;

    (c)    to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
         industry practice), to encourage the Hold Separate Manager to remain with the Divestment Business, consistent with paragraph 9 of these
         Commitments. The Monitoring Trustee shall determine whether GSK has taken or procured all reasonable steps in this regard, in accordance
         with Section E of these Commitments. Where, nevertheless, the Hold Separate Manager leaves the Divestment Business, GSK shall provide,
         or shall cause Novartis to provide, a reasoned proposal to replace the Hold Separate Manager to the Commission and the Monitoring
         Trustee. GSK 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;

    (d)    to take all reasonable steps, or procure that all reasonable steps are being taken, to ensure that the Divestment Business continues
         to receive all the necessary support from GSKCH it needs to allow it to meet the Divestment Business’ 2015 business plan. In particular,
         this shall mean that GSKCH will ensure that current resources available for the brand marketing, sales, regulatory affairs and supply
         chain management for the Divested Products will continue during the Hold Separate Period to ensure that the Divestment Business’ 2015
         business plan is achieved. The annual incentive programmes for personnel involved in the Divestment Business shall continue throughout
         the Hold Separate Period to be dependent upon the success of the Divestment Business. In the event that such personnel become unable to
         perform their roles in the Divestment Business (e.g., as a result of resignation), GSK shall replace such personnel with appropriate
         alternatives to ensure the delivery of the Divestment Business’ 2015 business plan is achieved. GSKCH representatives and the Hold
         Separate Manager will hold regular meetings to discuss achievement of the Divestment Business’ goals and the need for any adjustments in
         resource or personnel to ensure the goals are achieved. The Hold Separate Manager may request additional resources reasonably necessary
         to meet the Divestment Business’ 2015 business plan. GSK shall make available such additional resources. To the extent GSK disagrees
         with the need for these additional resources, the Monitoring Trustee shall assess and have the final authority to determine whether the
         additional resources requested are reasonably necessary. Notwithstanding the above, consistent with GSK’s ring-fencing obligations,
         sales and marketing personnel who work on the Divested Trademarks, during the Hold Separate Period, shall not work on brands of GSK
         directly competing with the Divestment Business.

 9. The Hold Separate Manager will transfer to the Purchaser with the  Divestment  Business  unless  the  Purchaser  does  not  require  such  a
    transfer.[319] In case the Hold Separate Manager receives an offer of employment  from  the  Purchaser  (conditional  on  or  following  the
    Closing), GSK shall do the following:

    (a)    not prevent, prohibit or restrict or threaten to prevent, prohibit or restrict the Hold Separate Manager from being employed by the
         Purchaser, and not offer any incentive to the Hold Separate Manager to decline employment with the Purchaser;

    (b)    if the Hold Separate Manager accepts such offer of employment from the Purchaser, GSK shall cooperate with the Purchaser in effecting
         transfer of the Hold Separate Manager to the employ of the Purchaser.

Hold-Separate Obligations

10. GSK commits, from the Effective Date until Closing, to keep the Divestment Business separate from the business(es) it is retaining.

11. Until Closing, GSK commits to apply its existing incentive scheme governing the remuneration of its employees in respect of  any  activities
    relating to the Divestment Business. GSK further commits not to reduce the  total  amount  of  employee  time  currently  dedicated  to  the
    Divestment Business, without prejudice to paragraph 13 below.

12. Until Closing, GSK shall assist the Monitoring Trustee in ensuring that the Divestment Business  is  managed  as  a  distinct  and  saleable
    commercial entity separate from the business(es) which GSK is retaining. Immediately after the adoption of the Decision, GSK shall appoint a
    Hold Separate Manager. The Hold Separate Manager shall manage the Divestment  Business  independently  and  in  the  best  interest  of  the
    Divestment Business with a view to ensuring its continued economic viability, marketability and competitiveness and  its  independence  from
    the businesses retained by GSK.

13. Until Closing, consistent with the commitment in paragraph 8, GSK commits  to  make  available  to  the  Hold  Separate  Manager  sufficient
    resources (including personnel) reasonably necessary to ensure the development of the Divestment Business on the basis and  continuation  of
    the existing business plans. The Monitoring Trustee shall assess the reasonableness of any requests for resources  from  the  Hold  Separate
    Manager and GSK’s performance under this commitment, in accordance with Section E of these Commitments.

14. The Hold Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee. Any
    replacement of the Hold Separate Manager shall be subject to the procedure laid down in paragraph 8(c) of these Commitments. The  Commission
    may, after having heard GSK, require GSK to replace the Hold Separate Manager.

Ring-Fencing

15. GSK shall implement, or procure to implement, all necessary measures to ensure that it does  not,  after  the  Effective  Date,  obtain  any
    Confidential Information relating to the Divestment Business, except as is necessary to ensure the  viability  of  the  Divestment  Business
    (including as is necessary for GSK to provide transitional services to the Divestment Business). In particular,  the  participation  of  the
    Divestment Business in any central information technology network shall  be  severed  to  the  extent  possible,  without  compromising  the
    viability of the Divestment Business. GSK may obtain or keep information relating to the Divestment Business which is  reasonably  necessary
    for the divestiture of the Divestment Business or the disclosure of which to GSK is required by law.

Non-Competition

16. GSK commits not to launch in the EEA or Turkey any topical or systemic OTC CSM product that contains the active ingredients  penciclovir  or
    famciclovir for a period of […] years after Closing.

17. GSK commits not to launch any Fenistil-branded OTC product in the United Kingdom during the time period it takes the Purchaser  to  re-brand
    the Fenistil product in the United Kingdom, but in any event for a period no longer than […] years.

Non-Solicitation Clause

18. GSK undertakes, subject to customary limitations, not to solicit, and to procure that Affiliated  Undertakings  do  not  solicit,  the  Hold
    Separate Manager transferred with the Divestment Business for a period of […] after Closing.

Due Diligence

19. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, GSK shall, subject to  customary
    confidentiality assurances and dependent on the stage of the divestiture process:

    (a)    provide to potential purchasers sufficient information as regards the Divestment Business;

    (b)    allow potential purchasers reasonable access to the Hold Separate Manager. The Monitoring Trustee shall  determine  whether  GSK  has
         provided reasonable access to the Hold Separate Manager, in accordance with Section E of these Commitments.

Reporting

20. GSK shall submit written reports in English on potential purchasers of the Divestment Business 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). GSK shall submit a list of all potential purchasers having expressed interest  in
    acquiring the Divestment Business 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.

21. GSK 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

22. 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 GSK and Novartis and their Affiliated Undertakings (this being assessed
         having regard to the situation following the divestiture);

    (b)    The Purchaser shall have experience in the supply of consumer healthcare products in the EEA (not necessarily limited to
         pharmaceutical products);

    (c)    The Purchaser shall have an established presence in and/or access to distribution channels typically used in the consumer healthcare
         business in each of the EEA countries in which the Divestment Business is active;

    (d)    The Purchaser shall have experience in the marketing, promotion, sales and distribution of branded consumer healthcare products in
         the EEA (not necessarily limited to pharmaceutical products);

    (e)    The Purchaser shall have experience in working with authorities in the EEA in obtaining necessary regulatory approvals (e.g.,
         marketing authorisations);

    (f)    The Purchaser shall have the financial resources, proven expertise, and incentive to maintain and develop the Divestment Business as
         a viable and active competitive force in the EEA in competition with the Parties and other competitors; and

    (g)    The acquisition of the Divestment Business 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.

23. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business  shall
    be conditional on the Commission’s approval. When GSK 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.  GSK  must  be
    able to demonstrate to the Commission that the Purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in  a
    manner consistent with the Commission's Decision and the Commitments. The sale and purchase agreement shall contain a purchase price that is
    finally determined at Closing and not be dependent on the Divestment Business’ performance after Closing (i.e., the  purchase  price  should
    not be conditional on the performance of the Divestment Business after Closing or subject to royalties). 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 Divestment Business without one or more Assets, or by substituting one or more Assets with one or more different assets,  if  this  does
    not affect the viability and competitiveness of the Divestment Business after the sale, taking account of the proposed purchaser.

Section E.  Trustee

I.    Appointment Procedure

24. GSK shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee. GSK  commits  not
    to close the Concentration before the appointment of the Monitoring Trustee.

25. If GSK has not entered into a binding sale and purchase agreement regarding the Divestment Business one month before the end  of  the  First
    Divestiture Period or if the Commission has rejected a purchaser proposed by GSK at that time or thereafter, GSK shall appoint a Divestiture
    Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

26. The Trustee shall:

    (a)    at the time of appointment, be independent of GSK and Novartis and their Affiliated Undertakings;

    (b)    possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment
         banker or consultant or auditor; and

    (c)    neither have nor become exposed to a Conflict of Interest.

27. The Trustee shall be remunerated by GSK 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 GSK

28. No later than two weeks after the Effective Date, GSK shall submit the name or names of one or  more  natural  or  legal  persons  whom  GSK
    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, GSK shall submit a list of  one  or  more  persons  whom  GSK  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 in paragraph 26 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; and

    (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

29. 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, GSK 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, GSK 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 GSK

30. If all the proposed Trustees are rejected, GSK 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 24 and 29 of these Commitments.

      Trustee Nominated by the Commission

31. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom GSK shall appoint,  or  cause
    to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

32. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The Commission may, on its
    own initiative or at the request of the Trustee or GSK, 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

33. The Monitoring Trustee shall:

    (a)    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.

    (b)    oversee, in close co-operation with the Hold Separate Manager, the on-going management of the Divestment Business with a view to
         ensuring its continued economic viability, marketability and competitiveness and monitor compliance by GSK with the conditions and
         obligations attached to the Decision. To that end the Monitoring Trustee shall:

         (i)      monitor the preservation of the economic viability, marketability and competitiveness  of  the  Divestment  Business,  and  the
             keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs 8  and  10  of
             these Commitments;

         (ii)     supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph 12 of these
             Commitments; and

         (iii)    with respect to Confidential Information:

                – determine all necessary measures to ensure that GSK does not after the  Effective  Date  obtain  any  Confidential  Information
                  relating to the Divestment Business,

                – in particular strive for the severing of the Divestment Business’ participation in a central information technology network  to
                  the extent possible, without compromising the viability of the Divestment Business,

                – make sure that any Confidential Information relating to the Divestment Business obtained by GSK before the  Effective  Date  is
                  eliminated and will not be used by GSK,

                – decide whether such information may be disclosed to or kept by GSK as the disclosure is reasonably necessary to  allow  GSK  to
                  carry out the divestiture or as the disclosure is required by law; and

         (iv)     monitor the splitting of assets between the Divestment Business and GSK or Affiliated Undertakings;

    (c)    propose to GSK such measures as the Monitoring Trustee considers necessary to ensure GSK’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 Business consistent with Section C of these Commitments, the holding separate of the Divestment Business and the non-
         disclosure of competitively sensitive information;

    (d)    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:

         (i)      potential purchasers receive sufficient and correct information relating to the Divestment Business in particular by reviewing,
             if available, the data room documentation, the information memorandum and the due diligence process, and

         (ii)     potential purchasers are granted reasonable (in the view of the Monitoring Trustee) access to the Hold Separate Manager;

    (e)    act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

    (f)    provide to the Commission, sending GSK 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 Business as well as the splitting of assets so that the
         Commission can assess whether the business is held in a manner consistent with the Commitments and the progress of the divestiture
         process as well as potential purchasers;

    (g)    promptly report in writing to the Commission, sending GSK a non-confidential copy at the same time, if it concludes on reasonable
         grounds that GSK is failing to comply with these Commitments;

    (h)    within one week after receipt of the documented proposal referred to in paragraph 23 of these Commitments, submit to the Commission,
         sending GSK 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 Business after the Sale and as to whether the Divestment Business is sold in a manner
         consistent with the conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the Divestment
         Business without one or more Assets affects the viability of the Divestment Business after the sale, taking account of the proposed
         purchaser; and

    (i)    assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

34. 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

35. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum  price  the  Divestment  Business  to  a  purchaser,
    provided that the Commission has approved both the Purchaser and the final binding sale and purchase agreement (and ancillary agreements) as
    in line with the Commission’s Decision and the Commitments in accordance with paragraphs 22 and 23 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 GSK, subject to GSK’s  unconditional  obligation  to  divest  at  no
    minimum price in the Trustee Divestiture Period.

36. 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 GSK.

III.  Duties and Obligations of the Parties

37. GSK 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 GSK’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 GSK and the Divestment Business shall provide the Trustee upon request with copies of any document.  GSK  and  the
    Divestment Business shall make available to the Trustee one or 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.

38. GSK shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably  request  on  behalf  of  the
    management of the Divestment Business. This shall include all administrative support functions relating to the Divestment Business which are
    currently carried out at headquarters level. GSK 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. GSK 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.

39. GSK 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 Closing and all actions and  declarations  which  the  Divestiture  Trustee  considers
    necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist with the  sale  process.  Upon
    request of the Divestiture Trustee, GSK shall cause the documents required for effecting the sale and the Closing to be duly executed.

40. GSK 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 GSK for, any liabilities  arising  out  of  the  performance  of  the
    Trustee’s duties under the 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.

41. At the expense of GSK, the Trustee may appoint advisors (including in respect of such matters as: corporate finance, legal advice, technical
    requirements, R&D, clinical/regulatory, manufacturing, and distribution), subject to GSK’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 Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. Should  GSK  refuse  to
    approve the advisors proposed by the Trustee the Commission may approve the appointment of such advisors instead, after  having  heard  GSK.
    Only the Trustee shall be entitled to issue instructions to the advisors. Paragraph 40 of these Commitments shall apply mutatis mutandis. In
    the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served GSK during the Divestiture  Period  if  the  Divestiture
    Trustee considers this in the best interest of an expedient sale.

42. GSK agrees that the Commission may share Confidential Information proprietary to GSK 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.

43. GSK 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.

44. 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.

IV.   Replacement, Discharge and Reappointment of the Trustee

45. 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 GSK, require GSK to replace the Trustee; or

    (b)    GSK may, with the prior approval of the Commission, replace the Trustee.

46. If the Trustee is removed according to paragraph 45 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 24-31 of these Commitments.

47. Unless removed according to paragraph 45 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

48. The Commission may extend the time periods foreseen in the Commitments in response to a request from GSK or, in appropriate  cases,  on  its
    own initiative. Where GSK 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 GSK. Only in  exceptional  circumstances  shall  GSK  be  entitled  to
    request an extension within the last month of any period.

49. The Commission may further, in response to a reasoned request from GSK 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 GSK. 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.

50. If the approval of the GSK/Novartis Consumer Health Business transaction by another antitrust authority  is  made  subject  to  requirements
    that:

    (a)    are potentially inconsistent with these Commitments; or

    (b)    would, when combined with the obligations in these Commitments, result in the divestiture of assets or businesses beyond that which
         is necessary to maintain or restore effective competition in the EEA,

  GSK may request a review and adjustment of these Commitments in order to avoid such inconsistencies or obligations beyond  those  necessary  to
    restore effective competition.

Section G.  Entry into Force

51. The Commitments shall take effect upon the date of adoption of the Decision.

Brussels, January 21, 2015

[…]
duly authorised for and on behalf of
GlaxoSmithKline plc.

                                                                     SCHEDULE

 1. The Divestment Business is operated by Novartis as part of Novartis’ Consumer Healthcare division.

 2. In accordance with paragraph 5 of these Commitments, the Divestment Business will include:

        a) A transfer (by way of sale) of the following main tangible assets: all finished goods inventory, supplies, sales and promotional
           material relating exclusively to the Divestment Business (i.e., not relating to the retained business of GSK, Novartis or GSKCH) held
           at the date of Closing.

        b) A transfer (by way of sale, assignment or license, as appropriate) of the following main intangible assets insofar as they relate
           exclusively to the Divestment Business (i.e., not related to the retained business of GSK, Novartis, or GSKCH):

           (i)   the Divested Trademarks in the EEA and in Turkey;

           (ii)  rights to any domain names within the EEA and Turkey that relate exclusively to the Divestment Business  (the  transfer  to  be
                 effected by means of withdrawal and re-registration);

           (iii)       patents for the EEA and Turkey held by Novartis in relation to the Divestment Business, which are listed in Annex 1;

           (iv)  all copyrights in the EEA and Turkey related to the Divestment Business, covering, inter alia, information booklets and website
                 content;

           (v)   all know-how for the manufacturing of products by the Divestment  Business  as  well  as  know-how  associated  with  obtaining
                 manufacturing and marketing approvals for those products in the EEA and in Turkey. The know-how is embodied  in  design  history
                 files, technical  files,  drawings,  product  specifications,  manufacturing  process  descriptions,  validation  documentation,
                 packaging specifications, and quality control standards; and

           (vi)  an irrevocable, assignable, sub-licensable, royalty-free, license to all copyrights and patents and access to all know-how, for
                 exclusive use in and limited to the EEA and Turkey, relating to any  existing  topical  CSM  pipeline  product  intended  to  be
                 marketed in the EEA and Turkey under the Divested Trademarks. GSK will also provide, at the option of the  Purchaser,  technical
                 assistance to the Purchaser in relation to the transfer of all pipeline projects in order to enable the  Purchaser  successfully
                 to continue the development of such projects without delay.

For the avoidance of doubt, GSK or Novartis, as applicable, will retain ownership of intangible assets that do not relate exclusively to the
Divestment Business (i.e., intangible assets which relate to the retained business of GSK or Novartis, as applicable), (e.g., existing R&D
relating to GSK, Novartis, or GSKCH topical CSM products that are marketed outside the EEA and Turkey, and/or are not marketed under the
Divested Trademarks). However, in respect of such shared assets GSK will, or will cause Novartis to, provide the Purchaser with an irrevocable,
assignable, sub-licensable, royalty-free license to all copyrights and patents and access to all know-how on a non-exclusive basis, for use in
and limited to the EEA and Turkey. The Monitoring Trustee shall supervise GSK’s performance in this regard, in accordance with Section E of the
Commitments.

        c) A transfer of, assignment of, or access to, as appropriate, all licences, permits, and authorisations issued by any governmental
           organization and held by Novartis that are exclusively necessary to manufacture and/or sell the products belonging to the Divestment
           Business (i.e., not necessary to manufacture and/or sell the products belonging to the retained business of GSK, Novartis or GSKCH),
           including any dossiers relating to current or pending authorisations available to Novartis and, where necessary, assistance related
           to the transfer to the Purchaser of such licences, permits, and authorisations concerning the Divestment Business, and providing
           assistance to the Purchaser to make any necessary regulatory filings and obtain any necessary authorisations;

        d) An assignment of an exclusive licence (containing usual and customary provisions related to quality control and the use, enforcement
           and maintenance of the Licensed Trademark and its associated goodwill) for the United Kingdom and the Netherlands for […] years to
           the Licensed Trademark for the marketing of topical over-the-counter cold sore management products, followed by a […]-year “black-
           out” period, during which GSK will abstain from using the Licensed Trademark in the cold sore management segment in the United
           Kingdom and the Netherlands, along with a commitment by GSK not to launch any Fenistil-branded OTC product in the United Kingdom
           during the time period it takes the Purchaser to re-brand the Fenistil product in the United Kingdom, but in any event for a period
           no longer than […] years;

        e) A transfer or assignment of, as appropriate, the following main contracts, agreements, leases, commitments and understandings to the
           extent exclusively related to the Divestment Business (i.e., not relating to the retained business of GSK, Novartis or GSKCH):

           (i)   GSK will use its reasonable best efforts to transfer, or cause Novartis to transfer, or assign, as appropriate,  all  contracts
                 with third-party suppliers of products or services to the  Divestment  Business,  including  current  Novartis  in-house  supply
                 arrangements for the API and finished products in place at Closing. In the event that such arrangements cannot be made,  GSK  is
                 prepared to conclude back-to-back supply agreements with the Purchaser on an […];

           (ii)  GSK will use its reasonable best efforts to transfer, or cause Novartis to transfer, or assign,  as  appropriate,  distribution
                 agreements or the part of such agreements pertaining to the Divestment Business to the Purchaser; and

           (iii)       GSK will, or will cause Novartis to, use its reasonable best efforts to enter into a supply  agreement  with  a  suitable
                 third-party manufacturer for the supply of the active ingredient penciclovir to the Divestment Business, to be in place no later
                 than 6 months after the Effective Date for supply to commence as of the expiry of the transitional penciclovir supply  agreement
                 referenced in Paragraph 2(h) below. This supply agreement shall be assigned to the Purchaser, and  shall  be  revocable  in  the
                 event the Purchaser prefers to source penciclovir from an alternate source (or  produce  it  in-house).  Alternatively,  at  the
                 Purchaser’s request, GSK will use its reasonable best efforts to support the Purchaser in concluding a new supply agreement with
                 a third-party manufacturer for the supply of penciclovir to the Divestment Business.

           The Monitoring Trustee shall supervise GSK’s efforts in this regard, in accordance with Section E of the Commitments;

        f) The transfer of the following customer, credit and other records to the extent exclusively related to the Divestment Business (i.e.,
           not relating to the retained business of GSK, Novartis or GSKCH): Novartis’ customer lists and customer records;

        g) The Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager); and

        h) The arrangements for the supply of the following products or services by Novartis or Affiliated Undertakings for a transitional
           period in order to maintain the economic viability and competitiveness of the Divestment Business:

            (i)   If required by the Purchaser, GSK will, or will cause Novartis to, enter into an agreement, for a transitional period not
                 extending beyond […], to supply the active ingredient penciclovir to the Divestment Business. Notwithstanding, in the event that
                 the Purchaser has not been able to obtain an alternative source of penciclovir through the process set out in paragraph (e)(iii)
                 above, GSK will, or will cause Novartis to, enter into an agreement to supply penciclovir to the Divestment Business at
                 sufficient volumes to enable the production of finished topical CSM products to cover a transitional period of […] months from
                 Closing as well as additional […] months if required by the Purchaser. GSK’s or Novartis’ transitional contract manufacturing
                 agreement with the Purchaser would be concluded on a reasonable […][320] in accordance with good industry practice and under the
                 supervision of the Monitoring Trustee; and

            (ii)  If required by the Purchaser, GSK will, or will cause Novartis, to enter into an agreement to supply finished topical CSM
                 products to the Divestment Business for a transitional period not extending beyond […]. Notwithstanding, the agreement will
                 provide for sufficient supply of finished products to cover a transitional period of […] months from Closing as well as
                 additional […] months if required by the Purchaser. GSK’s or Novartis’ transitional contract manufacturing and packaging
                 agreement with the Purchaser would be concluded on a reasonable […] in accordance with good industry practice and under the
                 supervision of the Monitoring Trustee.

            (iii) If required by the Purchaser, GSK is prepared to collaborate with the Purchaser to identify any reasonable need for any
                 transitional service agreements to be concluded between GSK and/or Novartis, as appropriate, and the Purchaser.

      Following the expiry of the transitional supply agreement, the Purchaser will either use its own manufacturing site and equipment or use a
third-party contract manufacturer for manufacturing and packaging. To enable the Purchaser, or a contract manufacturer on behalf of the
Purchaser, to manufacture the Divested Products, GSK commits to transfer or license, or cause Novartis to transfer or license, any specific
manufacturing technology to the Purchaser.

3.    The Divestment Business shall not include:

(a)   any production or R&D facilities or equipment held at such facilities used to manufacture the Divested Products;

(b)   any ongoing R&D or pipeline products relating to systemic CSM products;

(c)   intellectual property rights which do not contribute to the current operation of the Divestment Business;

(d)   the Fenistil brand or trademark outside the United Kingdom and outside the Netherlands and for any use other than for the Divested
Product;

(e)   the GSK or Novartis company names, marks and logos in any form;

(f)   any personnel other than the Hold Separate Manager;

(g)   books and records required to be retained pursuant to any statute, rule, regulation or ordinance, provided that GSK will cause Novartis to
provide copies of such documents necessary for the Divestment Business to the Purchaser, upon request; and

(h)   general books of account and books of original entry that comprise Novartis’ or any of its Affiliated Undertakings’ permanent accounting
or tax records, provided that GSK will cause Novartis to provide copies of such documents necessary for the Divestment Business to the
Purchaser, upon reasoned request from the Purchaser.

4.    The Monitoring Trustee shall supervise GSK’s implementation of this Schedule, in accordance with Section E of the Commitments.

5.    GSK acknowledges that the Purchaser may elect to have all or some of the manufacturing carried out  by  third-parties  for  the  Divestment
    Business. Nothing in this Schedule or in the Commitments shall be construed as restricting the Purchaser’s freedom in this regard.

                                                                     Annex 1
                                                   Patents Relating to the Divestment Business

[…]

                                      Case COMP/M.7276 – GlaxoSmithKline / Novartis Consumer Health Business

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION
                                               RELATING TO COLDREX cold and flu products IN THE EEA

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the  “Merger  Regulation”),  GlaxoSmithKline  (“GSK”)  hereby  enters  into  the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view  to  rendering  GSK’s  acquisition  of
sole control over a company named GSK Consumer Healthcare (“GSKCH”)  (the  “Concentration”),  comprising  the  consumer  healthcare  business  of
GSK[321] and the over-the-counter business of Novartis AG,[322] compatible with the internal market and the functioning of the EEA Agreement.

The Commitments shall take effect upon the date of adoption of the Commission’s decision pursuant to Article 6(1)(b) of the Merger Regulation  to
declare the Concentration compatible with the internal market and the functioning of the EEA Agreement (the  “Decision”).   This  text  shall  be
interpreted in light of the Commission’s 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”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

      Affiliated Undertakings: undertakings controlled by GSK, including GSKCH, or Novartis, 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 5 (a), (b), (c), (d), (e), and (f) and described in more detail in the Schedule.

      Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

      Closing Period: the period of 3 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.

      Divested Products: GSK’s cold and flu products sold, or intended as of the date of the  Commitments  to  be  launched,  by  the  Divestment
      Business under the Coldrex and Coldrex Lary trademarks (including multi- and single-symptom Coldrex products) in the EEA.

      Divestment Business: assets and rights comprising GSK’s Coldrex- and Coldrex Lary-branded cold  and  flu  products  (including  multi-  and
      single-symptom Coldrex products) in the EEA, as further defined in Section B and the attached Schedule, which GSK commits to divest.

      Divested Trademarks: GSK’s Coldrex and Coldrex-Lary trademarks in the EEA.

      Divestiture Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by the  Commission  and
      appointed by GSK and who has/have received from GSK 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 […] from the Effective Date.

      GSK: GlaxoSmithKline plc., incorporated under the laws of England and Wales, with its registered office at 980 Great West Road,  Brentford,
      TW8 9GS, United Kingdom.

      Hold Separate Manager: the person appointed by GSK for the Divestment Business to manage the day-to-day business under the  supervision  of
      the Monitoring Trustee.

      Monitoring Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by  the  Commission  and
      appointed by GSK, and who has/have the duty to monitor GSK’s compliance with the conditions and obligations attached to the Decision.

      Novartis: Novartis AG, incorporated under the laws of Switzerland, with its registered office at Forum 1, Novartis Campus,  CH-4056  Basel,
      Switzerland.

      Parties: GSK and Novartis.

      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 19 of these Commitments that the Purchaser must fulfil in order to be  approved  by
      the Commission.

      Schedule: the schedule to these Commitments describing in more detail the Divestment Business.

      Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

      Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

Section B.  The Commitment to Divest and the Divestment Business

Commitment to Divest

 2. In order to maintain effective competition, GSK commits to divest, or procure the divestiture of the Divestment Business by the end  of  the
    Trustee Divestiture Period as a going concern to a purchaser and on terms of  sale  approved  by  the  Commission  in  accordance  with  the
    procedure described in paragraph 20 of these Commitments. To carry out the divestiture, GSK commits to find a purchaser and to enter into  a
    final binding sale and purchase agreement (which will be subject to final approval by  the  Commission)  for  the  sale  of  the  Divestment
    Business within the First Divestiture Period. If GSK has not entered into such an agreement at the end of the First Divestiture Period,  GSK
    shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business in  accordance  with  the  procedure  described  in
    paragraph 32 in the Trustee Divestiture Period.

 3. GSK shall be deemed to have complied with this commitment if:

(a)   by the end of the Trustee Divestiture Period, GSK or the Divestiture Trustee has entered into a final binding sale and purchase agreement
and the Commission approves the proposed purchaser and the terms of sale as being consistent with the Commitments in accordance with the
procedure described in paragraph 20; and

(b)   the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

 4. In order to maintain the structural effect of the Commitments, GSK shall, for a period of 10  years  after  Closing,  not  acquire,  whether
    directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice,  footnote  3)  over  the
    whole or part of the Divestment Business, unless, following the submission of a reasoned request from GSK showing good cause and accompanied
    by a report from the Monitoring Trustee (as provided in paragraph 46 of these Commitments), the Commission finds that the structure  of  the
    market has changed to such an extent that the absence of influence over the Divestment  Business  is  no  longer  necessary  to  render  the
    proposed concentration compatible with the internal market.

Structure and Definition of the Divestment Business

 5. The Divestment Business consists of GSK’s Coldrex and Coldrex Lary cold and  flu  products  (including  multi-  and  single-symptom  Coldrex
    products) in the EEA, comprising the Divested Products and the Divested Trademarks. The legal and functional  structure  of  the  Divestment
    Business as operated to date is described in the Schedule. The Divestment Business, described in more detail in the Schedule,  includes  all
    assets that contribute to the current operation or are necessary to ensure the viability and competitiveness of the Divestment Business,  in
    particular:

(a)   all tangible and intangible assets (including intellectual property rights and relevant internet domain names) by way of transfer, sale,
assignment or licence, necessary to ensure the viability and competitiveness of the Divestment Business, including the Divested Trademarks, as
specified in the Schedule;

(b)   all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business, as specified
in the Schedule;

(c)   all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit and other records of the
Divestment Business, as specified in the Schedule;

(d)   all contracts with suppliers, including contracts with contract manufacturers that produce the Divested Products, as specified in the
Schedule;

(e)   the Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager), as specified in the Schedule; and

(f)   at the option of the Purchaser, transitional agreements with GSK or Affiliated Undertakings for the supply of products and/or technical
assistance, as specified in the Schedule.

 6. For the avoidance of doubt, the Divestment Business shall not include:

(a)   any production or R&D facilities or equipment held at such facilities used to manufacture the Divested Products;

(b)   intellectual property rights which do not contribute to the current operation of the Divestment Business;

(c)   the GSK company name, mark, or logo in any form;

(d)   any personnel other than the Hold Separate Manager;

(e)   books and records required to be retained by GSK or any of its Affiliated Undertakings pursuant to any statute, rule, regulation or
ordinance, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned request
from the Purchaser; and

(f)   general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or
tax records, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned
request from the Purchaser.

Section C.  Related Commitments

Preservation of Viability, Marketability and Competitiveness

 7. From the Effective Date until Closing, GSK shall preserve  or  procure  the  preservation  of  the  economic  viability,  marketability  and
    competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as  possible  any  risk  of
    loss of competitive potential of the Divestment Business. In particular GSK undertakes:

(a)   not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the Divestment
Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment policy of the
Divestment Business;

(b)   to make available, or procure to make available, sufficient resources for the development of the Divestment Business, on the basis and
continuation of the existing business plans;

(c)   to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
industry practice), to encourage the Hold Separate Manager to remain with the Divestment Business, consistent with paragraph 8 of these
Commitments.  The Monitoring Trustee shall determine whether GSK has taken or procured all reasonable steps in this regard, in accordance with
Section E of these Commitments. Where, nevertheless, the Hold Separate Manager leaves the Divestment Business prior to Closing, GSK shall
provide a reasoned proposal to replace the Hold Separate Manager to the Commission and the Monitoring Trustee. GSK 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;

(d)   to take all reasonable steps, or procure that all reasonable steps are being taken, to ensure that the Divestment Business continues to
receive all the necessary support from GSKCH it needs to allow it to meet the Divestment Business’ 2015 business plan. In particular, this shall
mean that GSKCH will ensure that current resources available for the brand marketing, sales, regulatory affairs and supply chain management for
the Divested Products will continue during the Hold Separate Period to ensure that the Divestment Business’ 2015 business plan is achieved.  The
annual incentive programmes for personnel involved in the Divestment Business shall continue throughout the Hold Separate Period to be dependent
upon the success of the Divestment Business.  In the event that such personnel become unable to perform their roles in the Divestment Business
(e.g., as a result of resignation), GSK shall replace such personnel with appropriate alternatives to ensure the delivery of the Divestment
Business’ 2015 business plan.  GSKCH representatives and the Hold Separate Manager will hold regular meetings to discuss achievement of the
Divestment Business’ goals and the need for any adjustments in resource or personnel to ensure the goals are achieved.  The Hold Separate
Manager may request additional resources reasonably necessary to meet the Divestment Business’ 2015 business plan.  GSK shall make available
such additional resources. To the extent GSK disagrees with the need for these additional resources, the Monitoring Trustee shall assess and
have the final authority to determine whether the additional resources requested are reasonably necessary.

 8. The Hold Separate Manager will transfer to the Purchaser with the  Divestment  Business  unless  the  Purchaser  does  not  require  such  a
    transfer.[323]  In case the Hold Separate Manager receives an offer of employment from  the  Purchaser  (conditional  on  or  following  the
    Closing), GSK shall do the following:

(a)   not prevent, prohibit or restrict or threaten to prevent, prohibit or restrict the Hold Separate Manager from being employed by the
Purchaser, and not offer any incentive to the Hold Separate Manager to decline employment with the Purchaser; and

(b)   if the Hold Separate Manager accepts such offer of employment from the Purchaser, GSK shall cooperate with the Purchaser in effecting
transfer of the Hold Separate Manager to the employ of the Purchaser.

Hold-Separate Obligations

 9. GSK commits, from the Effective Date until Closing, to keep the Divestment Business separate from the business(es) it is retaining.

10. Until Closing, GSK commits to apply its existing incentive scheme governing the remuneration of its employees in respect of  any  activities
    relating to the Divestment Business. GSK further commits not to reduce the  total  amount  of  employee  time  currently  dedicated  to  the
    Divestment Business, without prejudice to paragraph 12 below.

11. Until Closing, GSK shall assist the Monitoring Trustee in ensuring that the Divestment Business  is  managed  as  a  distinct  and  saleable
    commercial entity separate from the business(es) which GSK is retaining. Immediately after the adoption of the Decision, GSK shall appoint a
    Hold Separate Manager. The Hold Separate Manager shall manage the Divestment  Business  independently  and  in  the  best  interest  of  the
    Divestment Business with a view to ensuring its continued economic viability, marketability and competitiveness and  its  independence  from
    the businesses retained by GSK.

12. Until Closing, consistent with the commitment in paragraph 7, GSK commits  to  make  available  to  the  Hold  Separate  Manager  sufficient
    resources (including personnel) reasonably necessary to ensure the development of the Divestment Business on the basis and  continuation  of
    the existing business plans. The Monitoring Trustee shall assess the reasonableness of any requests for resources  from  the  Hold  Separate
    Manager and GSK’s performance under this commitment, in accordance with Section E of these Commitments.

13. The Hold Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee. Any
    replacement of the Hold Separate Manager shall be subject to the procedure laid down in paragraph 7(c) of these Commitments. The  Commission
    may, after having heard GSK, require GSK to replace the Hold Separate Manager.

Ring-Fencing

14. GSK shall implement, or procure to implement, all necessary measures to ensure that it does  not,  after  the  Effective  Date,  obtain  any
    Confidential Information relating to the Divestment Business, except as is necessary to ensure the  viability  of  the  Divestment  Business
    (including as is necessary for GSK to provide transitional services to the Divestment Business).  In particular, the  participation  of  the
    Divestment Business in any central information technology network shall  be  severed  to  the  extent  possible,  without  compromising  the
    viability of the Divestment Business. GSK may obtain or keep information relating to the Divestment Business which is  reasonably  necessary
    for the divestiture of the Divestment Business or the disclosure of which to GSK is required by law.

Non-Solicitation Clause

15. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings  do  not  solicit,  the
    Hold Separate Manager transferred with the Divestment Business for a period of […] after Closing.

Due Diligence

16. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, GSK shall, subject to  customary
    confidentiality assurances and dependent on the stage of the divestiture process:

(a)   provide to potential purchasers sufficient information as regards the Divestment Business;

(b)   allow potential purchasers reasonable access to the Hold Separate Manager.  The Monitoring Trustee shall determine whether GSK has
provided reasonable access to the Hold Separate Manager, in accordance with Section E of these Commitments.

Reporting

17. GSK shall submit written reports in English on potential purchasers of the Divestment Business 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). GSK shall submit a list of all potential purchasers having expressed interest  in
    acquiring the Divestment Business 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.

18. GSK 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

19. 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 GSK and Novartis and their Affiliated Undertakings (this being assessed having
regard to the situation following the divestiture);

(b)   The Purchaser shall have experience in the supply of consumer healthcare products in the EEA (not necessarily limited to pharmaceutical
products);

(c)   The Purchaser shall have an established presence in and/or access to distribution channels typically used in the consumer healthcare
business in each of the EEA countries in which the Divestment Business is active;

(d)   The Purchaser shall have experience in the marketing, promotion, sales and distribution of branded consumer healthcare products in the EEA
(not necessarily  limited to pharmaceutical products);

(e)   The Purchaser shall have experience in working with authorities in the EEA in obtaining necessary regulatory approvals (e.g., marketing
authorisations); and

(f)   The Purchaser shall have the financial resources, proven experience, and incentive to maintain and develop the Divestment Business as a
viable and active competitive force in the EEA in competition with the Parties and other competitors.

(g)   The acquisition of the Divestment Business 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.

20. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business  shall
    be conditional on the Commission’s approval. When GSK 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.  GSK  must  be
    able to demonstrate to the Commission that the Purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in  a
    manner consistent with the Commission’s Decision and the Commitments.  The sale and purchase agreement shall contain a purchase  price  that
    is finally determined at Closing and not be dependent on the Divestment Business’ performance after Closing (i.e., the purchase price should
    not be conditional on the performance of the Divestment Business after Closing or subject to royalties). 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 Divestment Business without one or more Assets, or by substituting one or more Assets with one or more different assets,  if  this  does
    not affect the viability and competitiveness of the Divestment Business after the sale, taking account of the proposed purchaser.

Section E.  Trustee

I.    Appointment Procedure

21. GSK shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee. GSK  commits  not
    to close the Concentration before the appointment of a Monitoring Trustee.

22. If GSK has not entered into a binding sale and purchase agreement regarding the Divestment Business one month before the end  of  the  First
    Divestiture Period or if the Commission has rejected a purchaser proposed by GSK at that time or thereafter, GSK shall appoint a Divestiture
    Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

23. The Trustee shall:

(a)   at the time of appointment, be independent of GSK and Novartis and their Affiliated Undertakings;

(b)   possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment banker or
consultant or auditor; and

(c)   neither have nor become exposed to a Conflict of Interest.

24. The Trustee shall be remunerated by GSK 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 GSK

25. Not later than two weeks after the Effective Date, GSK shall submit the name or names of one or more  natural  or  legal  persons  whom  GSK
    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, GSK shall submit a list of  one  or  more  persons  whom  GSK  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 in paragraph 23 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; and

(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

26. 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, GSK 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, GSK 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 GSK

27. If all the proposed Trustees are rejected, GSK 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 21 and 25 of these Commitments.

      Trustee Nominated by the Commission

28. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom GSK shall appoint,  or  cause
    to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

29. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The Commission may, on its
    own initiative or at the request of the Trustee or GSK, 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

30. The Monitoring Trustee shall:

(a)   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;

(b)   oversee, in close co-operation with the Hold Separate Manager, the on-going management of the Divestment Business with a view to ensuring
its continued economic viability, marketability and competitiveness and monitor compliance by GSK with the conditions and obligations attached
to the Decision. To that end the Monitoring Trustee shall:

           (i)   monitor the preservation of the economic viability, marketability and competitiveness  of  the  Divestment  Business,  and  the
                 keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs 7 and 9  of
                 these Commitments;

           (ii)  supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph 11 of these
                 Commitments; and

           (iii) with respect to Confidential Information:

                – determine all necessary measures to ensure that GSK does not after the  Effective  Date  obtain  any  Confidential  Information
                  relating to the Divestment Business,

                – in particular strive for the severing of the Divestment Business’ participation in a central information technology network  to
                  the extent possible, without compromising the viability of the Divestment Business,

                – make sure that any Confidential Information relating to the Divestment Business obtained by GSK before the  Effective  Date  is
                  eliminated and will not be used by GSK and

                – decide whether such information may be disclosed to or kept by GSK as the disclosure is reasonably necessary to  allow  GSK  to
                  carry out the divestiture or as the disclosure is required by law; and

           (iv)  monitor the splitting of assets between the Divestment Business and GSK or Affiliated Undertakings;

(c)   propose to GSK such measures as the Monitoring Trustee considers necessary to ensure GSK’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
Business, consistent with Section C of these Commitments, the holding separate of the Divestment Business and the non-disclosure of
competitively sensitive information;

(d)   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:

           (i)   potential purchasers receive sufficient and correct information relating to the Divestment Business in particular by reviewing,
                 if available, the data room documentation, the information memorandum and the due diligence process, and

           (ii)  potential purchasers are granted reasonable (in the view of the Monitoring Trustee) access to the Hold Separate Manager;

(e)   act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

(f)   provide to the Commission, sending GSK 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 Business as well as the splitting of assets so that the Commission can
assess whether the business is held in a manner consistent with the Commitments and the progress of the divestiture process as well as potential
purchasers;

(g)   promptly report in writing to the Commission, sending GSK a non-confidential copy at the same time, if it concludes on reasonable grounds
that GSK is failing to comply with these Commitments;

(h)   within one week after receipt of the documented proposal referred to in paragraph 20 of these Commitments, submit to the Commission,
sending GSK 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 Business after the Sale and as to whether the Divestment Business is sold in a manner consistent with the
conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the Divestment Business without one or more
Assets affects the viability of the Divestment Business after the sale, taking account of the proposed purchaser; and

(i)   assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

31. 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

32. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum  price  the  Divestment  Business  to  a  purchaser,
    provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and ancillary agreements) as
    in line with the Commission’s Decision and the Commitments in accordance with paragraphs 19 and 20 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 GSK, subject to GSK’s  unconditional  obligation  to  divest  at  no
    minimum price in the Trustee Divestiture Period.

33. 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 GSK.

III.  Duties and Obligations of the Parties

34. GSK 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 GSK’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 GSK and the Divestment Business shall provide the Trustee upon request with copies of any document.  GSK  and  the
    Divestment Business shall make available to the Trustee one or 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.

35. GSK shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably  request  on  behalf  of  the
    management of the Divestment Business. This shall include all administrative support functions relating to the Divestment Business which are
    currently carried out at headquarters level. GSK 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. GSK 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.

36. GSK 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 Closing and all actions and  declarations  which  the  Divestiture  Trustee  considers
    necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist with the  sale  process.  Upon
    request of the Divestiture Trustee, GSK shall cause the documents required for effecting the sale and the Closing to be duly executed.

37. GSK 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 GSK for, any liabilities  arising  out  of  the  performance  of  the
    Trustee’s duties under the 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.

38. At the expense of GSK, the Trustee may appoint advisors (including in respect of such matters as: corporate finance, legal advice, technical
    requirements, R&D, clinical/regulatory, manufacturing, and distribution), subject to GSK’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 Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. Should  GSK  refuse  to
    approve the advisors proposed by the Trustee the Commission may approve the appointment of such advisors instead, after  having  heard  GSK.
    Only the Trustee shall be entitled to issue instructions to the advisors. Paragraph 37 of these Commitments shall apply mutatis mutandis. In
    the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served GSK during the Divestiture  Period  if  the  Divestiture
    Trustee considers this in the best interest of an expedient sale.

39. GSK agrees that the Commission may share Confidential Information proprietary to GSK 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.

40. GSK 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.

41. 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.

IV.   Replacement, Discharge and Reappointment of the Trustee

42. 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 GSK, require GSK to replace the Trustee; or

(b)   GSK may, with the prior approval of the Commission, replace the Trustee.

43. If the Trustee is removed according to paragraph 42 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 21-28 of these Commitments.

44. Unless removed according to paragraph 42 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

45. The Commission may extend the time periods foreseen in the Commitments in response to a request from GSK or, in appropriate  cases,  on  its
    own initiative. Where GSK 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 GSK. Only in  exceptional  circumstances  shall  GSK  be  entitled  to
    request an extension within the last month of any period.

46. The Commission may further, in response to a reasoned request from GSK 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 GSK. 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.

Section G.  Entry into Force

The Commitments shall take effect upon the date of adoption of the Decision.
Brussels, January 21, 2015

[…]
duly authorised for and on behalf of
GlaxoSmithKline plc.
47.
                                                                     SCHEDULE

 1.   The Divestment Business is operated by GSK as part of GSK’s Consumer Healthcare division.

 2.   In accordance with paragraph 5 of these Commitments, the Divestment Business will include:

(a)   A transfer (by way of sale) of the following main tangible assets: all finished goods inventory, supplies, sales and promotional material
relating exclusively to the Divestment Business (i.e. not relating to the retained business of GSK, Novartis or GSKCH) held at the date of
Closing.

(b)   A transfer (by way of assignment or licence, as appropriate) of the following main intangible assets insofar as they relate exclusively to
the Divestment Business (i.e. not relating to the retained business of GSK, Novartis or GSKCH):

           (i)   the Coldrex and Coldrex Lary trademarks in the EEA;

           (ii)  all copyrights in the EEA related to the Divestment Business, covering, inter alia, information booklets and website content to
                 the extent necessary for the Divestment Business; and

           (iii)       rights to any domain names within the EEA that relate exclusively to the Divestment Business (the transfer to be effected
                 by means of withdrawal and re-registration); and

           (iv)  all know-how for the manufacturing of products by the Divestment  Business  as  well  as  know-how  associated  with  obtaining
                 manufacturing and marketing approvals for those products in the EEA. The know-how is embodied in design history files, technical
                 files, drawings, product specifications, manufacturing process descriptions, validation documentation, packaging specifications,
                 and quality control standards to the extent necessary for the Divestment Business; and

           (v)   an irrevocable, assignable, sub-licensable and royalty-free licence to all copyrights and patents and access  to  all  know-how
                 for exclusive use in and limited to the EEA relating to any existing pipeline product intended to be marketed in the  EEA  under
                 the Coldrex and Coldrex Lary brands. GSK will also provide, at  the  option  of  the  Purchaser,  technical  assistance  to  the
                 Purchaser in relation to the transfer of all pipeline projects in order to enable the Purchaser  successfully  to  continue  the
                 development of such projects without delay.

      For the avoidance of doubt, GSK will retain ownership of intangible assets that do not relate exclusively to the Divestment Business (i.e.
intangible assets which also relate to the retained business of GSK) (e.g., existing R&D relating to GSK cold and flu products that are marketed
outside of the EEA and/or are not marketed under the Coldrex or Coldrex Lary brands. However, in respect of such shared intangible assets, GSK
will provide the Purchaser with an irrevocable, assignable, sub-licensable and royalty-free licence to all copyrights and patents and access to
all know-how, on a non-exclusive basis for use in and limited to the EEA. The Monitoring Trustee shall supervise GSK’s performance in this
regard, in accordance with Section E of the Commitments;

(c)   A transfer or assignment of, or access to, as appropriate, all licences, permits, and authorisations issued by any governmental
organisation and held by GSK that are exclusively necessary to manufacture and/or sell the products belonging to the Divestment Business (i.e.
not necessary to manufacture and/or sell the products belonging to the retained business of GSK, Novartis or GSKCH), including any dossiers
relating to current or pending authorisations available to GSK and, where necessary, assistance related to the transfer to the Purchaser of such
licences, permits, and authorisations concerning the Divestment Business, and providing assistance to the Purchaser to make any necessary
regulatory filings and obtain any necessary authorisations. For the avoidance of doubt, licences that are held by, required for the continued
operation of, and specific to, any manufacturing site will be retained by that manufacturing site and will not be transferred to the Purchaser;

(d)   A transfer to a third party manufacturer or the Purchaser itself, at the Purchaser’s election, of all manufacturing technology and know-
how necessary to enable the third party manufacturer or the Purchaser itself at the Purchaser’s election, to manufacture Coldrex or Coldrex Lary
products for the Purchaser for the Divestment Business. GSK will use its reasonable best efforts to facilitate such a transfer. The Monitoring
Trustee shall supervise GSK’s efforts in this regards, in accordance with Section E of the Commitments;

(e)   A transfer or assignment of, as appropriate, the following main contracts, agreements, leases, commitments and understandings to the
extent exclusively related to the Divestment Business (i.e. not relating to the retained business of GSK, Novartis or GSKCH):

           (i)   GSK will use its reasonable best efforts to transfer to the Purchaser  the  relevant  portions  of  the  supply  and  packaging
                 agreement with […] relating to Coldrex and Coldrex Lary products or to enable  the  Purchaser  to  conclude  a  new  supply  and
                 packaging agreement with […] in relation to Coldrex and Coldrex Lary products for the Divestment Business.  In  the  event  that
                 such arrangements cannot be made, GSK is prepared to conclude back-to-back supply agreements with the Purchaser on an […];

           (ii)  GSK will use its reasonable best efforts to transfer GSK’s existing contracts  with  customers  in  the  EEA  relating  to  the
                 products belonging to the Divestment Business with the consent of the customers.

      The Monitoring Trustee shall supervise GSK’s efforts in this regard, in accordance with Section E of the Commitments.;

(f)   The transfer of the following customer, credit and other records to the extent exclusively related to the Divestment Business (i.e. not
relating to the retained business of GSK or GSKCH): GSK’s customer list and customer records;

(g)   The Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager); and

(h)   The arrangements for the supply of the following products or services by GSK or Affiliated Undertakings for a transitional period in order
to maintain the economic viability and competitiveness of the Divestment Business:

           (i)   If required by the Purchaser, GSK is prepared to conclude a transitional contract manufacturing and  packaging  agreement  with
                 the Purchaser for the Divested Products and use its reasonable best efforts to procure that […]  enter  into  manufacturing  and
                 packaging agreements with the Purchaser with respect to the Divested Products  they  manufacture  and  package  for  GSK.  GSK’s
                 transitional contract manufacturing agreement with the Purchaser would be concluded on a reasonable […] in accordance with  good
                 industry practice under the supervision of the Monitoring Trustee. These transitional arrangements shall be in place  until  the
                 later of receipt of the last of the specified set of approvals or […] months from Closing (with the possibility of a  […]  month
                 extension at the option of the Purchaser). The transitional arrangements may also be further extended  at  the  request  of  the
                 Purchaser and with the consent of GSK based on a report of the Monitoring Trustee; and

           (ii)  If required by the Purchaser, GSK is prepared to collaborate with the  Purchaser  to  identify  any  reasonable  need  for  any
                 additional transitional service agreements to be concluded between GSK and the Purchaser.

      Following the expiry of the transitional supply agreement, the Purchaser will either use its own manufacturing site and equipment or use  a
      third-party contract manufacturer for manufacturing and packaging. To enable the Purchaser, or a contract manufacturer  on  behalf  of  the
      Purchaser, to manufacture the Divested Products, GSK commits to transfer or licence or cause Novartis to transfer or licence  any  specific
      manufacturing technology to the Purchaser.

 3.   The Divestment Business shall not include:

(a)   any production or R&D facilities or equipment held at such facilities;

(b)   intellectual property rights which do not contribute to the current operation of the Divestment Business;

(c)   the GSK company name, mark, or logo in any form;

(d)   any personnel other than the Hold Separate Manager;

(e)   books and records required to be retained by GSK or any of its Affiliated Undertakings pursuant to any statute, rule, regulation or
ordinance, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned request
from the Purchaser; and

(f)   general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or
tax records, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned
request from the Purchaser.

 4.   The Monitoring Trustee shall supervise GSK’s implementation of this Schedule, in accordance with Section E of the Commitments.

 5.   GSK acknowledges that the Purchaser may elect to carry out itself all or some of the manufacturing and/or distribution activities that  are
    currently carried out by third parties for the Divestment Business. Nothing in this Schedule or in the Commitments  shall  be  construed  as
    restricting the Purchaser’s freedom in this regard.

                                      Case COMP/M.7276 – GlaxoSmithKline / Novartis Consumer Health Business

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION
                                                    RELATING TO COLD & FLU PRODUCTS IN SWEDEN

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the  “Merger  Regulation”),  GlaxoSmithKline  (“GSK”)  hereby  enters  into  the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view  to  rendering  GSK’s  acquisition  of
sole control over a company named GSK Consumer Healthcare (“GSKCH”)  (the  “Concentration”),  comprising  the  consumer  healthcare  business  of
GSK[324] and the over-the-counter business of Novartis AG,[325] compatible with the internal market and the functioning of the EEA Agreement.

The Commitments shall take effect upon the date of adoption of the Commission’s decision pursuant to Article 6(1)(b) of the Merger Regulation  to
declare the Concentration compatible with the internal market and the functioning of the EEA Agreement  (the  “Decision”).  This  text  shall  be
interpreted in light of the Commission’s 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”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

      Affiliated Undertakings: undertakings controlled by GSK, including GSKCH, or Novartis, 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 ‎5 (a), (b), (c), (d), (e) and (f) and described in more detail in the Schedule.

      Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

      Closing Period: the period of 3 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.

      Divested Products: GSK’s cold & flu products sold by the Divestment Business under the Nasin and Nezeril trademarks in Sweden.

      Divested Trademarks: GSK’s Nasin and Nezeril trademarks in Sweden.

      Divestment Business: GSK’s business comprising the Divested Products in Sweden, as further  defined  in  Section  B  and  in  the  attached
      Schedule, which GSK commits to divest.

      Divestiture Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by the  Commission  and
      appointed by GSK and who has/have received from GSK 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 […] from the Effective Date.

      GSK: GlaxoSmithKline plc., incorporated under the laws of England and Wales, with its registered office at 980 Great West Road,  Brentford,
      TW8 9GS, United Kingdom.

      Hold Separate Manager: the person appointed by GSK for the Divestment Business to manage the day-to-day business under the  supervision  of
      the Monitoring Trustee.

      Monitoring Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by  the  Commission  and
      appointed by GSK, and who has/have the duty to monitor GSK’s compliance with the conditions and obligations attached to the Decision.

      Novartis: Novartis AG, incorporated under the laws of Switzerland, with its registered office at Forum 1, Novartis Campus,  CH-4056  Basel,
      Switzerland.

      Parties: GSK and Novartis.

      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 ‎19 of these Commitments that the Purchaser must fulfil in order to be  approved  by
      the Commission.

      Schedule: the schedule to these Commitments describing in more detail the Divestment Business.

      Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

      Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

Section B.  The Commitment to Divest and the Divestment Business

Commitment to Divest

 2. In order to maintain effective competition, GSK commits to divest, or procure the divestiture of the Divestment Business by the end  of  the
    Trustee Divestiture Period as a going concern to a purchaser and on terms of  sale  approved  by  the  Commission  in  accordance  with  the
    procedure described in paragraph ‎20 of these Commitments. To carry out the divestiture, GSK commits to find a purchaser and to enter into  a
    final binding sale and purchase agreement (which will be subject to final approval by  the  Commission)  for  the  sale  of  the  Divestment
    Business within the First Divestiture Period. If GSK has not entered into such an agreement at the end of the First Divestiture Period,  GSK
    shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business in  accordance  with  the  procedure  described  in
    paragraph ‎32 in the Trustee Divestiture Period.

 3. GSK shall be deemed to have complied with this commitment if:

(a)   by the end of the Trustee Divestiture Period, GSK or the Divestiture Trustee has entered into a final binding sale and purchase agreement
and the Commission approves the proposed purchaser and the terms of sale as being consistent with the Commitments in accordance with the
procedure described in paragraph ‎20; and

(b)   the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

 4. In order to maintain the structural effect of the Commitments, GSK shall, for a period of 10  years  after  Closing,  not  acquire,  whether
    directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice,  footnote  3)  over  the
    whole or part of the Divestment Business, unless, following the submission of a reasoned request from GSK showing good cause and accompanied
    by a report from the Monitoring Trustee (as provided in paragraph ‎46 of these Commitments), the Commission finds that the structure  of  the
    market has changed to such an extent that the absence of influence over the Divestment  Business  is  no  longer  necessary  to  render  the
    proposed concentration compatible with the internal market.

Structure and Definition of the Divestment Business

 5. The Divestment Business consists of GSK’s consumer healthcare cold & flu business in  Sweden,  comprising  the  Divested  Products  and  the
    Divested Trademarks. The legal and functional structure of the Divestment Business as operated to date is described  in  the  Schedule.  The
    Divestment Business, described in more detail in the Schedule, includes all assets that contribute to the current operation or are necessary
    to ensure the viability and competitiveness of the Divestment Business, in particular:

(a)   all tangible and intangible assets (including intellectual property rights and relevant internet domain names) by way of transfer, sale,
assignment or licence, necessary to ensure the viability and competitiveness of the Divestment Business, including the Divested Trademarks, as
specified in the Schedule;

(b)   all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business, as specified
in the Schedule;

(c)   all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit and other records of the
Divestment Business, as specified in the Schedule;

(d)   all contracts with suppliers, including contracts with contract manufacturers that produce the Divested Products, as specified in the
Schedule;

(e)   the Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager), as specified in the Schedule; and

(f)   at the option of the Purchaser, transitional agreements with GSK or Affiliated Undertakings for the supply of products and/or technical
assistance, as specified in the Schedule.

 6. For the avoidance of doubt, the Divestment Business shall not include:

(a)   any production or R&D facilities or equipment held at such facilities;

(b)   intellectual property rights which do not contribute to the current operation of the Divestment Business;

(c)   the GSK company name, mark, or logo in any form;

(d)   any personnel other than the Hold Separate Manager;

(e)   books and records required to be retained pursuant to any statute, rule, regulation or ordinance, provided that GSK will provide copies of
such documents necessary for the Divestment Business to the Purchaser, upon request; and

(f)   general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or
tax records, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon request.

Section C.  Related Commitments

Preservation of Viability, Marketability and Competitiveness

 7. From the Effective Date until Closing, GSK shall preserve  or  procure  the  preservation  of  the  economic  viability,  marketability  and
    competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as  possible  any  risk  of
    loss of competitive potential of the Divestment Business. In particular GSK undertakes:

(a)   not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the Divestment
Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment policy of the
Divestment Business;

(b)   to make available, or procure to make available, sufficient resources for the development of the Divestment Business, on the basis and
continuation of the existing business plans;

(c)   to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
industry practice), to encourage the Hold Separate Manager to remain with the Divestment Business, consistent with paragraph ‎8 of these
Commitments. The Monitoring Trustee shall determine whether GSK has taken or procured all reasonable steps in this regard, in accordance with
Section E of these Commitments. Where, nevertheless, the Hold Separate Manager leaves the Divestment Business, GSK shall provide a reasoned
proposal to replace the Hold Separate Manager to the Commission and the Monitoring Trustee. GSK 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;

(d)   to take all reasonable steps, or procure that all reasonable steps are being taken, to ensure that the Divestment Business continues to
receive all the necessary support from GSKCH it needs to allow it to meet the Divestment Business’ 2015 business plan. In particular, this shall
mean that GSKCH will ensure that current resources available for the brand marketing, sales, regulatory affairs and supply chain management for
the Divested Products will continue during the Hold Separate Period to ensure that the Divestment Business’ 2015 business plan is achieved. The
incentive programmes for personnel involved in the Divestment Business shall continue throughout the Hold Separate Period to be dependent upon
the success of the Divestment Business. In the event that such personnel become unable to perform their roles in the Divestment Business (e.g.,
as a result of resignation), GSK shall replace such personnel with appropriate alternatives to ensure the delivery of the Divestment Business’
2015 business plan. GSKCH representatives and the Hold Separate Manager will hold regular meetings to discuss achievement of the Divestment
Business’ goals and the need for any adjustments in resource or personnel to ensure the goals are achieved. The Hold Separate Manager may
request additional resources reasonably necessary to meet the Divestment Business’ 2015 business plan. GSK shall make available such additional
resources. To the extent GSK disagrees with the need for these additional resources, the Monitoring Trustee shall assess and have the final
authority to determine whether the additional resources requested are reasonably necessary. Notwithstanding the above, consistent with GSK’s
ring-fencing obligations, sales and marketing personnel who work on the Divested Trademarks, during the Hold Separate Period, shall not work on
brands of Novartis directly competing with the Divestment Business.

 8. The Hold Separate Manager will transfer to the Purchaser with the  Divestment  Business  unless  the  Purchaser  does  not  require  such  a
    transfer.[326]  In case the Hold Separate Manager receives an offer of employment from  the  Purchaser  (conditional  on  or  following  the
    Closing), GSK shall do the following:

(i)   not prevent, prohibit or restrict or threaten to prevent, prohibit or restrict the Hold Separate Manager from being employed by the
Purchaser, and not offer any incentive to the Hold Separate Manager to decline employment with the Purchaser; and

(ii)  if the Hold Separate Manager accepts such offer of employment from the Purchaser, GSK shall cooperate with the Purchaser in effecting
transfer of the Hold Separate Manager to the employ of the Purchaser.

Hold-Separate Obligations

 9. GSK commits, from the Effective Date until Closing, to keep the Divestment Business separate from the business(es) it is retaining.

10. Until Closing, GSK commits to apply its existing incentive scheme governing the remuneration of its employees in respect of  any  activities
    relating to the Divestment Business. GSK further commits not to reduce the  total  amount  of  employee  time  currently  dedicated  to  the
    Divestment Business, without prejudice to paragraph ‎12 below.

11. Until Closing, GSK shall assist the Monitoring Trustee in ensuring that the Divestment Business  is  managed  as  a  distinct  and  saleable
    commercial entity separate from the business(es) which GSK is retaining. Immediately after the adoption of the Decision, GSK shall appoint a
    Hold Separate Manager. The Hold Separate Manager shall manage the Divestment  Business  independently  and  in  the  best  interest  of  the
    Divestment Business with a view to ensuring its continued economic viability, marketability and competitiveness and  its  independence  from
    the businesses retained by GSK.

12. Until Closing, consistent with the commitment in paragraph ‎7, GSK commits  to  make  available  to  the  Hold  Separate  Manager  sufficient
    resources (including personnel) reasonably necessary to ensure the development of the Divestment Business on the basis and  continuation  of
    the existing business plans. The Monitoring Trustee shall assess the reasonableness of any requests for resources  from  the  Hold  Separate
    Manager and GSK’s performance under this commitment, in accordance with Section E of these Commitments.

13. The Hold Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee. Any
    replacement of the Hold Separate Manager shall be subject to the procedure laid down in paragraph ‎7(c) of these Commitments. The  Commission
    may, after having heard GSK, require GSK to replace the Hold Separate Manager.

Ring-Fencing

14. GSK shall implement, or procure to implement, all necessary measures to ensure that it does  not,  after  the  Effective  Date,  obtain  any
    Confidential Information relating to the Divestment Business, except as is necessary to ensure the  viability  of  the  Divestment  Business
    (including as is necessary for GSK to provide transitional services to the Divestment Business). In particular,  the  participation  of  the
    Divestment Business in any central information technology network shall  be  severed  to  the  extent  possible,  without  compromising  the
    viability of the Divestment Business. GSK may obtain or keep information relating to the Divestment Business which is  reasonably  necessary
    for the divestiture of the Divestment Business or the disclosure of which to GSK is required by law.

Non-Solicitation Clause

15. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings  do  not  solicit,  the
    Hold Separate Manager transferred with the Divestment Business for a period of […] after Closing.

Due Diligence

16. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, GSK shall, subject to  customary
    confidentiality assurances and dependent on the stage of the divestiture process:

(a)   provide to potential purchasers sufficient information as regards the Divestment Business;

(b)   allow potential purchasers reasonable access to the Hold Separate Manager. The Monitoring Trustee shall determine whether GSK has provided
reasonable access to the Hold Separate Manager, in accordance with Section E of these Commitments.

Reporting

17. GSK shall submit written reports in English on potential purchasers of the Divestment Business 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). GSK shall submit a list of all potential purchasers having expressed interest  in
    acquiring the Divestment Business 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.

18. GSK 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

19. 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 GSK and Novartis and their Affiliated Undertakings (this being assessed having
regard to the situation following the divestiture);

(b)   The Purchaser shall have experience in the supply of consumer healthcare products in the EEA (not necessarily limited to pharmaceutical
products);

(c)   The Purchaser shall have an established presence in and/or access to distribution channels typically used in the consumer healthcare
business in each of the EEA countries in which the Divestment Business is active;

(d)   The Purchaser shall have experience in the marketing, promotion, sales and distribution of branded consumer healthcare products in the EEA
(not necessarily limited to pharmaceutical products);

(e)   The Purchaser shall have experience in working with authorities in the EEA in obtaining necessary regulatory approvals (e.g., marketing
authorisations);

(f)   The Purchaser shall have the financial resources, proven experience, and incentive to maintain and develop the Divestment Business as a
viable and active competitive force in the EEA in competition with the Parties and other competitors; and

(g)   The acquisition of the Divestment Business 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.

20. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business  shall
    be conditional on the Commission’s approval. When GSK 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.  GSK  must  be
    able to demonstrate to the Commission that the Purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in  a
    manner consistent with the Commission’s Decision and the Commitments. The sale and purchase agreement shall contain a purchase price that is
    finally determined at Closing and not be dependent on the Divestment Business’ performance after Closing (i.e., the  purchase  price  should
    not be conditional on the performance of the Divestment Business after Closing or subject to royalties). 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 Divestment Business without one or more Assets, or by substituting one or more Assets with one or more different assets,  if  this  does
    not affect the viability and competitiveness of the Divestment Business after the sale, taking account of the proposed Purchaser.

Section E.  Trustee

I.    Appointment Procedure

21. GSK shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee. GSK  commits  not
    to close the Concentration before the appointment of a Monitoring Trustee.

22. If GSK has not entered into a binding sale and purchase agreement regarding the Divestment Business one month before the end  of  the  First
    Divestiture Period or if the Commission has rejected a purchaser proposed by GSK at that time or thereafter, GSK shall appoint a Divestiture
    Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

23. The Trustee shall:

(a)   at the time of appointment, be independent of GSK and Novartis and their Affiliated Undertakings;

(b)   possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment banker or
consultant or auditor; and

(c)   neither have nor become exposed to a Conflict of Interest.

24. The Trustee shall be remunerated by GSK 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 GSK

25. No later than two weeks after the Effective Date, GSK shall submit the name or names of one or  more  natural  or  legal  persons  whom  GSK
    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, GSK shall submit a list of  one  or  more  persons  whom  GSK  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 in paragraph ‎23 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; and

(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

26. 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, GSK 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, GSK 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 GSK

27. If all the proposed Trustees are rejected, GSK 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 ‎21 and ‎26 of these Commitments.

      Trustee Nominated by the Commission

28. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom GSK shall appoint,  or  cause
    to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

29. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The Commission may, on its
    own initiative or at the request of the Trustee or GSK, 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

30. The Monitoring Trustee shall:

(a)   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.

(b)   oversee, in close co-operation with the Hold Separate Manager, the on-going management of the Divestment Business with a view to ensuring
its continued economic viability, marketability and competitiveness and monitor compliance by GSK with the conditions and obligations attached
to the Decision. To that end the Monitoring Trustee shall:

           (i)   monitor the preservation of the economic viability, marketability and competitiveness  of  the  Divestment  Business,  and  the
                 keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs ‎7 and ‎9  of
                 these Commitments;

           (ii)  supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph ‎11 of these
                 Commitments;

           (iii) with respect to Confidential Information:

                – determine all necessary measures to ensure that GSK does not after the  Effective  Date  obtain  any  Confidential  Information
                  relating to the Divestment Business,

                – in particular strive for the severing of the Divestment Business’ participation in a central information technology network  to
                  the extent possible, without compromising the viability of the Divestment Business,

                – make sure that any Confidential Information relating to the Divestment Business obtained by GSK before the  Effective  Date  is
                  eliminated and will not be used by GSK, and

                – decide whether such information may be disclosed to or kept by GSK as the disclosure is reasonably necessary to  allow  GSK  to
                  carry out the divestiture or as the disclosure is required by law; and

           (iv)  monitor the splitting of assets between the Divestment Business and GSK or Affiliated Undertakings;

(c)   propose to GSK such measures as the Monitoring Trustee considers necessary to ensure GSK’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
Business, consistent with Section C of these Commitments, the holding separate of the Divestment Business and the non-disclosure of
competitively sensitive information;

(d)   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:

           (i)   potential purchasers receive sufficient and correct information relating to the Divestment Business in particular by reviewing,
                 if available, the data room documentation, the information memorandum and the due diligence process, and

           (ii)  potential purchasers are granted reasonable (in the view of the Monitoring Trustee) access to the Hold Separate Manager;

(e)   act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

(f)   provide to the Commission, sending GSK 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 Business as well as the splitting of assets so that the Commission can
assess whether the business is held in a manner consistent with the Commitments and the progress of the divestiture process as well as potential
purchasers;

(g)   promptly report in writing to the Commission, sending GSK a non-confidential copy at the same time, if it concludes on reasonable grounds
that GSK is failing to comply with these Commitments;

(h)   within one week after receipt of the documented proposal referred to in paragraph ‎20 of these Commitments, submit to the Commission,
sending GSK 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 Business after the Sale and as to whether the Divestment Business is sold in a manner consistent with the
conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the Divestment Business without one or more
Assets affects the viability of the Divestment Business after the sale, taking account of the proposed purchaser; and

(i)   assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

31. 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

32. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum  price  the  Divestment  Business  to  a  purchaser,
    provided that the Commission has approved both the purchaser and the final binding sale and purchase agreement (and ancillary agreements) as
    in line with the Commission’s Decision and the Commitments in accordance with paragraphs ‎19 and ‎20 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 GSK, subject to GSK’s  unconditional  obligation  to  divest  at  no
    minimum price in the Trustee Divestiture Period.

33. 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 GSK.

III.  Duties and Obligations of the Parties

34. GSK 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 GSK’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 GSK and the Divestment Business shall provide the Trustee upon request with copies of any document.  GSK  and  the
    Divestment Business shall make available to the Trustee one or 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.

35. GSK shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably  request  on  behalf  of  the
    management of the Divestment Business. This shall include all administrative support functions relating to the Divestment Business which are
    currently carried out at headquarters level. GSK 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. GSK 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.

36. GSK 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 Closing and all actions and  declarations  which  the  Divestiture  Trustee  considers
    necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist with the  sale  process.  Upon
    request of the Divestiture Trustee, GSK shall cause the documents required for effecting the sale and the Closing to be duly executed.

37. GSK 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 GSK for, any liabilities  arising  out  of  the  performance  of  the
    Trustee’s duties under the 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.

38. At the expense of GSK, the Trustee may appoint advisors (including in respect of such matters as: corporate finance, legal advice, technical
    requirements, R&D, clinical/regulatory, manufacturing, and distribution), subject to GSK’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 Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. Should  GSK  refuse  to
    approve the advisors proposed by the Trustee the Commission may approve the appointment of such advisors instead, after  having  heard  GSK.
    Only the Trustee shall be entitled to issue instructions to the advisors. Paragraph ‎37 of these Commitments shall apply mutatis mutandis. In
    the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served GSK during the Divestiture  Period  if  the  Divestiture
    Trustee considers this in the best interest of an expedient sale.

39. GSK agrees that the Commission may share Confidential Information proprietary to GSK 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.

40. GSK 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.

41. 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.

IV.   Replacement, Discharge and Reappointment of the Trustee

42. 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 GSK, require GSK to replace the Trustee; or

(b)   GSK may, with the prior approval of the Commission, replace the Trustee.

43. If the Trustee is removed according to paragraph ‎42 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 ‎21-‎28 of these Commitments.

44. Unless removed according to paragraph ‎42 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

45. The Commission may extend the time periods foreseen in the Commitments in response to a request from GSK or, in appropriate  cases,  on  its
    own initiative. Where GSK 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 GSK. Only in  exceptional  circumstances  shall  GSK  be  entitled  to
    request an extension within the last month of any period.

46. The Commission may further, in response to a reasoned request from GSK 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 GSK. 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.

Section G.  Entry into Force

47. The Commitments shall take effect upon the date of adoption of the Decision.

Brussels, January 21, 2015

[…]
duly authorised for and on behalf of
GlaxoSmithKline plc.
48.
                                                                     SCHEDULE

 1.   The Divestment Business is operated by GSK as part of GSK’s Consumer Healthcare division.

 2.   In accordance with paragraph ‎5 of these Commitments, the Divestment Business will include:

(a)   A transfer (by way of sale) of the following main tangible assets: all finished goods inventory, supplies, and sales and promotional
material, relating exclusively to the Divestment Business (i.e., not relating to the retained business of GSK, Novartis or GSKCH) held at the
date of Closing.

(b)   A transfer (by way of assignment or licence, as appropriate) of the following main intangible assets insofar as they relate exclusively to
the Divestment Business (i.e., not relating to the retained business of GSK, Novartis or GSKCH):

           (i)   the Divested Trademarks; and

           (ii)  all copyrights related to the Divestment Business, covering, inter alia, information booklets and website content; and

           (iii)       rights to any domain names within Sweden that relate exclusively to the Divestment Business (the transfer to be  effected
                 by means of withdrawal and re-registration); and

           (iv)  all know-how for the manufacturing of products by the Divestment  Business  as  well  as  know-how  associated  with  obtaining
                 manufacturing and marketing approvals for those products in Sweden. The know-how is embodied in design history files,  technical
                 files, drawings, product specifications, manufacturing process descriptions, validation documentation, packaging specifications,
                 and quality control standards.

      For the avoidance of doubt, GSK will retain ownership of existing and future intangible assets that do not relate exclusively to the
Divestment Business (i.e., intangible assets which also relate to the retained businesses of GSK) (e.g., existing R&D relating to GSK cold and
flu products that are marketed outside of Sweden and/or that are not marketed under the Nasin or Nezeril brands). However, in respect of such
shared intangible assets, GSK will provide the Purchaser with an irrevocable, assignable, sub-licensable and royalty-free licence to all
copyrights and patents and access to all know-how, on a non-exclusive basis for use in and limited to Sweden. The Monitoring Trustee shall
supervise GSK’s performance in this regard, in accordance with Section E of the Commitments.

(c)   A transfer or assignment of, or access to, as appropriate, all licences, permits, and authorisations issued by any governmental
organization and held by GSK that are exclusively necessary to manufacture and/or sell the products belonging to the Divestment Business (i.e.,
not necessary to manufacture and/or sell the products belonging to the retained business of GSK, Novartis or GSKCH), including any dossiers
relating to current or pending authorisations available to GSK and, where necessary, assistance related to the transfer to the Purchaser of such
licences, permits, and authorisations concerning the Divestment Business, and providing assistance to the Purchaser to make any necessary
regulatory filings and obtain any necessary authorisations;

(d)   A transfer to […] (or, at the Purchaser’s election, an alternative third-party supplier or the Purchaser itself) of all manufacturing
technology and know-how necessary to enable […] (or, at the Purchaser’s election, an alternative third-party supplier or the Purchaser itself)
to manufacture the Divested Products;

(e)   A transfer or assignment of, as appropriate, the following main contracts, agreements, leases, commitments and understandings to the
extent exclusively related to the Divestment Business (i.e., not relating to the retained business of GSK, Novartis or GSKCH):

           (i)   GSK will use its reasonable best efforts to transfer to the Purchaser the relevant portions of all contracts  with  third-party
                 suppliers of products or services to the Divestment Business, including contracts with  third-party  contract  manufacturers  in
                 place at Closing. In the event that such arrangements cannot be made, GSK is prepared to conclude back-to-back supply agreements
                 with the Purchaser on an […];

           (ii)  GSK will use its reasonable best efforts to transfer GSK’s existing contracts with customers in Sweden relating to the products
                 belonging to the Divestment Business with the consent of the customers.

      The Monitoring Trustee shall supervise GSK’s efforts in this regard, in accordance with Section E of the Commitments;

(f)   The transfer of the following customer, credit and other records to the extent exclusively related to the Divestment Business (i.e., not
relating to the retained businesses of GSK, Novartis or GSKCH): GSK’s customer list and customer records;

(g)   The Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager);

(h)   The arrangements for the supply of the following products or services by GSK or Affiliated Undertakings for a transitional period in order
to maintain the economic viability and competitiveness of the Divestment Business:

           (i)   If required by the Purchaser, GSK  is  prepared  to  conclude  with  the  Purchaser  transitional  supply  and/or  transitional
                 distribution agreements for the Divested Products to enable the continued sale of the  products  under  the  Nezeril  and  Nasin
                 brands for the benefit of the Purchaser. These transitional agreements with the Purchaser would be concluded on a reasonable […]
                 in accordance with good industry practice under the supervision of the Monitoring Trustee. These transitional arrangements shall
                 be in place until the later of receipt of the last of the specified set of approvals  or  […]  months  from  Closing  (with  the
                 possibility of a […] month extension at the option of the Purchaser).  These  transitional  arrangements  may  also  be  further
                 extended at the request of the Purchaser and with the consent of GSK based on a report of the Monitoring Trustee; and

           (ii)  If required by the Purchaser, GSK is prepared to collaborate with the  Purchaser  to  identify  any  reasonable  need  for  any
                 additional transitional service agreements to be concluded between GSK and the Purchaser.

 3.   The Divestment Business shall not include:

(a)   any production or R&D facilities or equipment held at such facilities;

(b)   intellectual property rights which do not contribute to the current operation of the Divestment Business;

(c)   the GSK company name, mark, or logo in any form;

(d)   any personnel other than the Hold Separate Manager;

(e)   books and records required to be retained pursuant to any statute, rule, regulation or ordinance, provided that GSK will provide copies of
such documents necessary for the Divestment Business to the Purchaser, upon request; and

(f)   general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or
tax records, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon request.

 4.   The Monitoring Trustee shall supervise GSK’s implementation of this Schedule, in accordance with Section E of the Commitments.

 5.   GSK acknowledges that the Purchaser may elect to carry out itself all or some of the manufacturing and/or distribution activities that  are
    currently carried out by third parties for the Divestment Business. Nothing in this Schedule or in the Commitments  shall  be  construed  as
    restricting the Purchaser’s freedom in this regard.

                                      Case COMP/M.7276 – GlaxoSmithKline / Novartis Consumer Health Business

                                                      COMMITMENTS TO THE EUROPEAN COMMISSION
                                              RELATING TO PANODIL PAIN MANAGEMENT PRODUCTS IN SWEDEN

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the  “Merger  Regulation”),  GlaxoSmithKline  (“GSK”)  hereby  enters  into  the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the “Commission”) with a view  to  rendering  GSK’s  acquisition  of
sole control over a company named GSK Consumer Healthcare (“GSKCH”)  (the  “Concentration”),  comprising  the  consumer  healthcare  business  of
GSK[327] and the over-the-counter business of Novartis AG,[328] compatible with the internal market and the functioning of the EEA Agreement.

The Commitments shall take effect upon the date of adoption of the Commission’s decision pursuant to Article 6(1)(b) of the Merger Regulation  to
declare the Concentration compatible with the internal market and the functioning of the EEA Agreement  (the  “Decision”).  This  text  shall  be
interpreted in light of the Commission’s 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”).

Section A.  Definitions

1. For the purpose of the Commitments, the following terms shall have the following meaning:

      Affiliated Undertakings: undertakings controlled by GSK, including  GSKCH,  or  by  Novartis,  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), (c), (d), (e) and (f) and described in more detail in the Schedule.

      Closing: the transfer of the legal title to the Divestment Business to the Purchaser.

      Closing Period: the period of 3 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.

      Divested Products: GSK’s pain management products sold by the Divestment Business under the Panodil trademark in Sweden.

      Divestment Business: assets and rights comprising GSK’s Panodil-branded pain management products in Sweden, as further defined in Section B
      and in the attached Schedule, which GSK commits to divest.

      Divested Trademarks: Panodil trademarks in Sweden.

      Divestiture Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by the  Commission  and
      appointed by GSK and who has/have received from GSK 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 […] from the Effective Date.

      GSK: GlaxoSmithKline plc., incorporated under the laws of England and Wales, with its registered office at 980 Great West Road,  Brentford,
      TW8 9GS, United Kingdom.

      Hold Separate Manager: the person appointed by GSK for the Divestment Business to manage the day-to-day business under the  supervision  of
      the Monitoring Trustee.

      Monitoring Trustee: one or more natural or legal person(s), independent from GSK and Novartis, who is/are approved by  the  Commission  and
      appointed by GSK, and who has/have the duty to monitor GSK’s compliance with the conditions and obligations attached to the Decision.

      Novartis: Novartis AG, incorporated under the laws of Switzerland, with its registered office at Forum 1, Novartis Campus,  CH-4056  Basel,
      Switzerland.

      Parties: GSK and Novartis.

      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 20 of these Commitments that the Purchaser must fulfil in order to be  approved  by
      the Commission.

      Purchaser Obligation: the obligation on the Purchaser to change the artwork and trade dress for the Divested Products within the period  of
      […] months of Closing.

      Schedule: the schedule to these Commitments describing in more detail the Divestment Business.

      Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.

      Trustee Divestiture Period: the period of […] from the end of the First Divestiture Period.

Section B.  The Commitment to Divest and the Divestment Business

Commitment to Divest

   2. In order to maintain effective competition, GSK commits to divest, or procure the divestiture of the Divestment Business,  subject  to  the
      Purchaser Obligation, by the end of the Trustee Divestiture Period as a going concern to a purchaser and on terms of sale approved  by  the
      Commission in accordance with the procedure described in paragraph 21 of these Commitments. To carry out the divestiture,  GSK  commits  to
      find a purchaser and to enter into a final binding sale and purchase agreement (which will be subject to final approval by the  Commission)
      for the sale of the Divestment Business within the First Divestiture Period. If GSK has not entered into such an agreement at  the  end  of
      the First Divestiture Period, GSK shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business, subject to  the
      Purchaser Obligation, in accordance with the procedure described in paragraph 33 in the Trustee Divestiture Period.

   3. GSK shall be deemed to have complied with this commitment if:

(a)   by the end of the Trustee Divestiture Period, GSK or the Divestiture Trustee has entered into a final binding sale and purchase agreement
and the Commission approves the proposed purchaser and the terms of sale as being consistent with the Commitments in accordance with the
procedure described in paragraph 21; and

(b)   the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.

   4. In order to maintain the structural effect of the Commitments, GSK shall, for a period of 10 years  after  Closing,  not  acquire,  whether
      directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote  3)  over  the
      whole or part of the Divestment Business, unless, following the  submission  of  a  reasoned  request  from  GSK  showing  good  cause  and
      accompanied by a report from the Monitoring Trustee (as provided in paragraph 47 of these  Commitments),  the  Commission  finds  that  the
      structure of the market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary  to
      render the proposed concentration compatible with the internal market.

   5. In order to further support the effect of the Commitments, GSK shall commit  not  to  enter  the  over-the-counter  and  prescription  pain
      management space in Sweden with the Panadol brand for a period of […] after closing.

Structure and Definition of the Divestment Business

   6. The Divestment Business consists of GSK’s Panodil pain management products in Sweden, comprising the Divested  Products  and  the  Divested
      Trademarks.  The legal and functional structure of the Divestment Business as operated to date is described in the Schedule. The Divestment
      Business, described in more detail in the Schedule, includes all assets that contribute to the current operation or are necessary to ensure
      the viability and competitiveness of the Divestment Business, in particular:

(a)   all tangible and intangible assets (including intellectual property rights and relevant internet domain names) by way of transfer, sale,
assignment or licence, necessary to ensure the viability and competitiveness of the Divestment Business, including the Divested Trademarks, as
specified in the Schedule;

(b)   all licences, permits and authorisations issued by any governmental organisation for the benefit of the Divestment Business, as specified
in the Schedule;

(c)   all contracts, leases, commitments and customer orders of the Divestment Business; all customer, credit and other records of the
Divestment Business, as specified in the Schedule;

(d)   all contracts with suppliers, including contracts with contract manufacturers that produce the Divested Products, as specified in the
Schedule;

(e)   the Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager), as specified in the Schedule; and

      (f)   at the option of the Purchaser, transitional agreements with GSK or Affiliated Undertakings for the supply of products and/or
           technical assistance, as specified in the Schedule.

   7. For the avoidance of doubt, the Divestment Business shall not include:

(a)   any production or R&D facilities or equipment held at such facilities used to manufacture the Divested Products;

(b)   intellectual property rights which do not contribute to the current operation of the Divestment Business;

(c)   the GSK company name, mark, or logo in any form;

(d)   any personnel other than the Hold Separate Manager;

(e)   books and records required to be retained by GSK or any of its Affiliated Undertakings pursuant to any statute, rule, regulation or
ordinance, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned request
from the Purchaser; and

(f)   general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or
tax records, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned
request from the Purchaser.

The sale of the Divestment Business will be subject to the Purchaser Obligation.

Section C.  Related Commitments

Preservation of Viability, Marketability and Competitiveness

   8. From the Effective Date until Closing, GSK shall preserve or  procure  the  preservation  of  the  economic  viability,  marketability  and
      competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible  any  risk  of
      loss of competitive potential of the Divestment Business. In particular GSK undertakes:

(a)   not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the Divestment
Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment policy of the
Divestment Business;

(b)   to make available, or procure to make available, sufficient resources for the development of the Divestment Business, on the basis and
continuation of the existing business plans;

(c)   to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on
industry practice), to encourage the Hold Separate Manager to remain with the Divestment Business, consistent with paragraph 9 of these
Commitments. The Monitoring Trustee shall determine whether GSK has taken or procured all reasonable steps in this regard, in accordance with
Section E of these Commitments. Where, nevertheless, the Hold Separate Manager leaves the Divestment Business prior to Closing, GSK shall
provide a reasoned proposal to replace the Hold Separate Manager to the Commission and the Monitoring Trustee. GSK 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;

(d)   to take all reasonable steps, or procure that all reasonable steps are being taken, to ensure that the Divestment Business continues to
receive all the necessary support from GSKCH it needs to allow it to meet the Divestment Business’ 2015 business plan. In particular, this shall
mean that GSKCH will ensure that current resources available for the brand marketing, sales, regulatory affairs and supply chain management for
the Divested Products will continue during the Hold Separate Period to ensure that the Divestment Business’ 2015 business plan is achieved. The
incentive programmes for personnel involved in the Divestment Business shall continue throughout the Hold Separate Period to be dependent upon
the success of the Divestment Business.  In the event that such personnel become unable to perform their roles in the Divestment Business (e.g.,
as a result of resignation), GSK shall replace such personnel with appropriate alternatives to ensure the delivery of the Divestment Business’
2015 business plan. GSKCH representatives and the Hold Separate Manager will hold regular meetings to discuss achievement of the Divestment
Business’ goals and the need for any adjustments in resource or personnel to ensure the goals are achieved. The Hold Separate Manager may
request additional resources reasonably necessary to meet the Divestment Business’ 2015 business plan. GSK shall make available such additional
resources. To the extent GSK disagrees with the need for these additional resources, the Monitoring Trustee shall assess and have the final
authority to determine whether the additional resources requested are reasonably necessary.

 9. The Hold Separate Manager will transfer to the Purchaser with the  Divestment  Business  unless  the  Purchaser  does  not  require  such  a
    transfer.[329] In case the Hold Separate Manager receives an offer of employment  from  the  Purchaser  (conditional  on  or  following  the
    Closing), GSK shall do the following:

    (a)    not prevent, prohibit or restrict or threaten to prevent, prohibit or restrict the Hold Separate Manager from being employed by the
         Purchaser, and not offer any incentive to the Hold Separate Manager to decline employment with the Purchaser; and

    (b)    if the Hold Separate Manager accepts such offer of employment from the Purchaser, GSK shall cooperate with the Purchaser in effecting
         transfer of the Hold Separate Manager to the employ of the Purchaser.

Hold-Separate Obligations

  10. GSK commits, from the Effective Date until Closing, to keep the Divestment Business separate from the business(es) it is retaining.

  11. Until Closing, GSK commits to apply its existing incentive scheme governing the remuneration of its employees in respect of any  activities
      relating to the Divestment Business. GSK further commits not to reduce the total  amount  of  employee  time  currently  dedicated  to  the
      Divestment Business, without prejudice to paragraph 13 below.

  12. Until Closing, GSK shall assist the Monitoring Trustee in ensuring that the Divestment Business is  managed  as  a  distinct  and  saleable
      commercial entity separate from the business(es) which GSK is retaining. Immediately after the adoption of the Decision, GSK shall  appoint
      a Hold Separate Manager. The Hold Separate Manager shall manage the Divestment Business independently and  in  the  best  interest  of  the
      Divestment Business with a view to ensuring its continued economic viability, marketability and competitiveness and its  independence  from
      the businesses retained by GSK.

  13. Until Closing, consistent with the commitment in paragraph 8, GSK commits to  make  available  to  the  Hold  Separate  Manager  sufficient
      resources (including personnel) reasonably necessary to ensure the development of the Divestment Business on the basis and continuation  of
      the existing business plans. The Monitoring Trustee shall assess the reasonableness of any requests for resources from  the  Hold  Separate
      Manager and GSK’s performance under this commitment, in accordance with Section E of these Commitments.

  14. The Hold Separate Manager shall closely cooperate with and report to the Monitoring Trustee and, if applicable,  the  Divestiture  Trustee.
      Any replacement of the Hold Separate Manager shall be subject to the procedure laid down  in  paragraph  8(c)  of  these  Commitments.  The
      Commission may, after having heard GSK, require GSK to replace the Hold Separate Manager.

Ring-Fencing

  15. GSK shall implement, or procure to implement, all necessary measures to ensure that it does not,  after  the  Effective  Date,  obtain  any
      Confidential Information relating to the Divestment Business, except as is necessary to ensure the viability  of  the  Divestment  Business
      (including as is necessary for GSK to provide transitional services to the Divestment Business). In particular, the  participation  of  the
      Divestment Business in any central information technology network shall be  severed  to  the  extent  possible,  without  compromising  the
      viability of the Divestment Business. GSK may obtain or keep information relating to the Divestment Business which is reasonably  necessary
      for the divestiture of the Divestment Business or the disclosure of which to GSK is required by law.

Non-Solicitation Clause

  16. The Parties undertake, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings do  not  solicit,  the
      Hold Separate Manager transferred with the Divestment Business for a period of […] after Closing.

Due Diligence

  17. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business, GSK shall, subject to customary
      confidentiality assurances and dependent on the stage of the divestiture process:

      (a)   provide to potential purchasers sufficient information as regards the Divestment Business;

      (b)   allow potential purchasers reasonable access to the Hold Separate Manager. The Monitoring Trustee shall  determine  whether  GSK  has
           provided reasonable access to the Hold Separate Manager, in accordance with Section E of these Commitments.

Reporting

  18. GSK shall submit written reports in English on potential purchasers of the Divestment Business 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). GSK shall submit a list of all potential purchasers having expressed interest in
      acquiring the Divestment Business 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.

  19. GSK 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

  20. 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 GSK and Novartis and their Affiliated Undertakings (this being assessed
           having regard to the situation following the divestiture);

      (b)   The Purchaser shall have experience in the supply of consumer healthcare products in the EEA (not necessarily limited to
           pharmaceutical products);

      (c)   The Purchaser shall have an established presence in and/or access to distribution channels typically used in the consumer healthcare
           business in each of the EEA countries in which the Divestment Business is active;

      (d)   The Purchaser shall have experience in the marketing, promotion, sales and distribution of branded consumer healthcare products in
           the EEA (not necessarily limited to pharmaceutical products);

      (e)   The Purchaser shall have experience in working with authorities in the EEA in obtaining necessary regulatory approvals (e.g.,
           marketing authorisations); and

      (f)   The Purchaser shall have the financial resources, proven experience, and incentive to maintain and develop the Divestment Business as
           a viable and active competitive force in the EEA in competition with the Parties and other competitors.

      (g)   The acquisition of the Divestment Business 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.

  21. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business shall
      be conditional on the Commission’s approval. When GSK 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.  GSK  must  be
      able to demonstrate to the Commission that the Purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in a
      manner consistent with the Commission’s Decision and the Commitments. The sale and purchase agreement shall contain a purchase  price  that
      is finally determined at Closing and not be dependent on the Divestment Business’ performance  after  Closing  (i.e.,  the  purchase  price
      should not be conditional on the performance of the Divestment Business after Closing or subject  to  royalties).  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 Divestment Business without one or more Assets, or by substituting one or more Assets with one  or  more  different
      assets, if this does not affect the viability and competitiveness of the Divestment Business after the sale, taking account of the proposed
      Purchaser.

Section E.  Trustee

I.    Appointment Procedure

  22. GSK shall appoint a Monitoring Trustee to carry out the functions specified in these Commitments for a Monitoring Trustee. GSK commits  not
      to close the Concentration before the appointment of a Monitoring Trustee.

  23. If GSK has not entered into a binding sale and purchase agreement regarding the Divestment Business one month before the end of  the  First
      Divestiture Period or if the Commission has rejected a purchaser proposed  by  GSK  at  that  time  or  thereafter,  GSK  shall  appoint  a
      Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the commencement of the Trustee Divestiture Period.

  24. The Trustee shall:

(a)   at the time of appointment, be independent of GSK and Novartis and their Affiliated Undertakings;

(b)   possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment banker or
consultant or auditor; and

(c)   neither have nor become exposed to a Conflict of Interest.

  25. The Trustee shall be remunerated by GSK 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 GSK

  26. Not later than two weeks after the Effective Date, GSK shall submit the name or names of one or more natural  or  legal  persons  whom  GSK
      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, GSK shall submit a list of one  or  more  persons  whom  GSK  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 in paragraph 24 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; and

(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

  27. 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, GSK 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, GSK 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 GSK

  28. If all the proposed Trustees are rejected, GSK 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 22 and 27 of these Commitments.

      Trustee Nominated by the Commission

  29. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom GSK shall appoint, or  cause
      to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

  30. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments. The  Commission  may,  on
      its own initiative or at the request of the Trustee or GSK, 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

  31. The Monitoring Trustee shall:

(a)   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;

(b)   oversee, in close co-operation with the Hold Separate Manager, the on-going management of the Divestment Business with a view to ensuring
its continued economic viability, marketability and competitiveness and monitor compliance by GSK with the conditions and obligations attached
to the Decision. To that end the Monitoring Trustee shall:

           (i)   monitor the preservation of the economic viability, marketability and competitiveness  of  the  Divestment  Business,  and  the
                 keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs 8 and 10 of
                 these Commitments;

           (ii)  supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph 12 of these
                 Commitments; and

           (iii) with respect to Confidential Information:

                   – determine all necessary measures to ensure that GSK does not after the Effective Date obtain any  Confidential  Information
                     relating to the Divestment Business,

                   – in particular strive for the severing of the  Divestment  Business’  participation  in  a  central  information  technology
                     network to the extent possible, without compromising the viability of the Divestment Business,

                   – make sure that any Confidential Information relating to the Divestment Business obtained by GSK before the  Effective  Date
                     is eliminated and will not be used by GSK and

                   – decide whether such information may be disclosed to or kept by GSK as the disclosure is reasonably necessary to  allow  GSK
                     to carry out the divestiture or as the disclosure is required by law; and

           (iv)  monitor the splitting of assets between the Divestment Business and GSK or Affiliated Undertakings;

(c)   propose to GSK such measures as the Monitoring Trustee considers necessary to ensure GSK’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
Business, consistent with Section C of these Commitments, the holding separate of the Divestment Business and the non-disclosure of
competitively sensitive information;

(d)   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:

           (i)   potential purchasers receive sufficient and correct information relating to the Divestment Business in particular by reviewing,
                 if available, the data room documentation, the information memorandum and the due diligence process, and

           (ii)  potential purchasers are granted reasonable (in the view of the Monitoring Trustee) access to the Hold Separate Manager;

(e)   act as a contact point for any requests by third parties, in particular potential purchasers, in relation to the Commitments;

(f)   provide to the Commission, sending GSK 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 Business as well as the splitting of assets so that the Commission can
assess whether the business is held in a manner consistent with the Commitments and the progress of the divestiture process as well as potential
purchasers;

(g)   promptly report in writing to the Commission, sending GSK a non-confidential copy at the same time, if it concludes on reasonable grounds
that GSK is failing to comply with these Commitments;

(h)   within one week after receipt of the documented proposal referred to in paragraph 21 of these Commitments, submit to the Commission,
sending GSK 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 Business after the Sale and as to whether the Divestment Business is sold in a manner consistent with the
conditions and obligations attached to the Decision, in particular, if relevant, whether the Sale of the Divestment Business without one or more
Assets affects the viability of the Divestment Business after the sale, taking account of the proposed purchaser; and

(i)   assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision.

  32. 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

  33. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price and subject to the Purchaser Obligation,  the
      Divestment Business to a Purchaser, provided that the Commission has approved both the Purchaser and the final binding  sale  and  purchase
      agreement (and ancillary agreements) as in line with the Commission’s Decision and the Commitments in accordance with paragraphs 20 and  21
      of these Commitments. The Divestiture Trustee shall include in the sale and purchase agreement (as well as in any ancillary agreements) the
      Purchaser Obligation and 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 further include in the sale and purchase agreement
      the obligation on GSK not to enter the over-the-counter pain management space in Sweden with the Panadol brand, consistent with Section  B,
      Paragraph 5. The Divestiture Trustee shall protect the legitimate financial interests of GSK, subject to GSK’s unconditional obligation  to
      divest at no minimum price in the Trustee Divestiture Period.

  34. 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 GSK.

III.  Duties and Obligations of the Parties

  35. GSK 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 GSK’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 GSK and the Divestment Business shall provide the Trustee upon request with copies of any document. GSK  and  the
      Divestment Business shall make available to the Trustee one or 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.

  36. GSK shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request  on  behalf  of  the
      management of the Divestment Business. This shall include all administrative support functions relating to the  Divestment  Business  which
      are currently carried out at headquarters level. GSK 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. GSK  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.

  37. GSK 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 Closing and all actions and declarations  which  the  Divestiture  Trustee  considers
      necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors to assist with the sale process.   Upon
      request of the Divestiture Trustee, GSK shall cause the documents required for effecting the sale and the Closing to be duly executed.

  38. GSK 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 GSK for, any liabilities arising out of the performance  of
      the Trustee’s duties under the 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.

  39. At the expense of GSK, the Trustee may appoint advisors (including in  respect  of  such  matters  as:  corporate  finance,  legal  advice,
      technical requirements, R&D. clinical/regulatory, manufacturing, and distribution), subject to GSK’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 Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. Should  GSK
      refuse to approve the advisors proposed by the Trustee the Commission may approve the appointment of such advisors  instead,  after  having
      heard GSK.  Only the Trustee shall be entitled to issue instructions to the advisors. Paragraph 38 of these Commitments shall apply mutatis
      mutandis. In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served GSK during the Divestiture Period  if  the
      Divestiture Trustee considers this in the best interest of an expedient sale.

  40. GSK agrees that the Commission may share Confidential Information proprietary to GSK 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.

  41. GSK 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.

  42. 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.

IV.   Replacement, Discharge and Reappointment of the Trustee

  43. 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 GSK, require GSK to replace the Trustee; or

(b)   GSK may, with the prior approval of the Commission, replace the Trustee.

  44. If the Trustee is removed according to paragraph 43 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 22-29 of these Commitments.

  45. Unless removed according to paragraph 43 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

  46. The Commission may extend the time periods foreseen in the Commitments in response to a request from GSK or, in appropriate cases,  on  its
      own initiative. Where GSK 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 GSK. Only in exceptional  circumstances  shall  GSK  be  entitled  to
      request an extension within the last month of any period.

  47. The Commission may further, in response to a reasoned request from GSK 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 GSK. 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.

Section G.  Entry into Force

  48. The Commitments shall take effect upon the date of adoption of the Decision.
Brussels, January 21, 2015
[…]
duly authorised for and on behalf of
GlaxoSmithKline plc.

                                                                     SCHEDULE

 1.   The Divestment Business is operated by GSK as part of GSK’s Consumer Healthcare division.

 2.   In accordance with paragraph 6 of these Commitments, the Divestment Business will include:

(a)   A transfer (by way of sale) of the following main tangible assets: all finished goods inventory, supplies, sales and promotional material
relating exclusively to the Divestment Business (i.e. not relating to the retained business of GSK, Novartis or GSKCH) held at the date of
Closing;

(b)   A transfer (by way of assignment or licence, as appropriate) of the following main intangible assets insofar as they relate exclusively to
the Divestment Business (i.e. not relating to the retained business of GSK, Novartis or GSKCH):

           (i)   the Panodil trademarks in Sweden;

           (ii)  all copyrights in Sweden related to the Divestment Business, covering, inter alia, information booklets and website content  to
                 the extent necessary for the Divestment Business;

           (iii) rights to any domain names in Sweden that relate exclusively to the Divestment Business (the transfer to be effected  by  means
                 of withdrawal and re-registration);

           (iv)  all know-how for the manufacturing of products by the Divestment  Business  as  well  as  know-how  associated  with  obtaining
                 manufacturing and marketing approvals for those products in Sweden. The know-how is embodied in design history files,  technical
                 files, drawings, product specifications, manufacturing process descriptions, validation documentation, packaging specifications,
                 and quality control standards, to the extent necessary for the Divestment Business; and

           (v)   an irrevocable, assignable, sub-licensable, royalty-free, licence to all copyrights and patents and access to all know-how, for
                 exclusive use in and limited to Sweden, relating to any existing pipeline product intended to be marketed in  Sweden  under  the
                 Panodil brand. GSK will also provide, at the option of the Purchaser, technical assistance to the Purchaser in relation  to  the
                 transfer of all pipeline projects in order to enable the Purchaser successfully to continue the  development  of  such  projects
                 without delay.

           For the avoidance of doubt, GSK will retain ownership of intangible assets that do not relate exclusively to the Divestment Business
           (i.e. intangible assets which also relate to the retained business of GSK) (e.g., existing R&D relating to GSK pain management
           products that are marketed outside of Sweden and/or are not marketed under the Panodil brand, such as […]. However, in respect of
           such shared intangible assets, GSK will provide the Purchaser with an irrevocable, assignable, sub-licensable, royalty-free, licence
           to all copyrights and patents and access to all know-how, on a non-exclusive basis for use in and limited to Sweden. The Monitoring
           Trustee shall supervise GSK’s performance in this regard, in accordance with Section E of the Commitments;

(c)   A transfer of, assignment of, or access to, as appropriate, all licences, permits, and authorisations issued by any governmental
organization and held by GSK that are exclusively necessary to manufacture and/or sell the products belonging to the Divestment Business (i.e.
not necessary to manufacture and/or sell the products belonging to the retained business of GSK, Novartis or GSKCH), including any dossiers
relating to current or pending authorisations available to GSK and, where necessary, assistance related to the transfer to the Purchaser of such
licences, permits, and authorisations concerning the Divestment Business, and providing assistance to the Purchaser to make any necessary
regulatory filings and obtain any necessary authorisations. For the avoidance of doubt, licences that are held by, required for the continued
operation of, and specific to, any manufacturing site will be retained by that manufacturing site and will not be transferred to the Purchaser;

(d)   A transfer to a third party manufacturer or the Purchaser itself, at the Purchaser’s election, of all manufacturing technology and know-
how necessary to enable the third party manufacturer or the Purchaser itself at the Purchaser’s election, to manufacture […] for the Purchaser
for the Divestment Business.  GSK will use its reasonable best efforts to facilitate such a transfer.  The Monitoring Trustee shall supervise
GSK’s efforts in this regards, in accordance with Section E of the Commitments;

(e)   A transfer or assignment of, as appropriate, the following main contracts, agreements, leases, commitments and understandings to the
extent exclusively related to the Divestment Business (i.e. not relating to the retained business of GSK, Novartis or GSKCH):

           (i)   GSK will use its reasonable best efforts to transfer to the Purchaser  the  relevant  portions  of  the  supply  and  packaging
                 agreement with […] relating to […] and […] or to enable the Purchaser to conclude a new supply and packaging agreement with  […]
                 in relation to […] and […] for the Divestment Business. In the event that such arrangements cannot be made, GSK is  prepared  to
                 conclude back-to-back supply agreements with the Purchaser on an […];

            (ii)  GSK will use its reasonable best efforts to transfer GSK’s existing contracts with customers in Sweden relating to the products
                 belonging to the Divestment Business with the consent of the customers.

      The Monitoring Trustee shall supervise GSK’s efforts in this regard, in accordance with Section E of the Commitments;

(f)   The transfer of the following customer, credit and other records to the extent exclusively related to the Divestment Business (i.e. not
relating to the retained business of GSK, Novartis or GSKCH): GSK’s customer list and customer records;

(g)   The Hold Separate Manager (unless the Purchaser does not require the Hold Separate Manager); and

(h)   The arrangements for the supply of the following products or services by GSK or Affiliated Undertakings for a transitional period in order
to maintain the economic viability and competitiveness of the Divestment Business:

            (i)   If required by the Purchaser, GSK is prepared to conclude a transitional contract manufacturing and packaging agreement with
                 the Purchaser for the Divested Products and use its reasonable best efforts to procure that […] enter into manufacturing and
                 packaging agreements with the Purchaser with respect to the Divested Products they manufacture and package for GSK.  GSK’s
                 transitional contract manufacturing agreement with the Purchaser shall be concluded on a reasonable […] in accordance with good
                 industry practice under the supervision of the Monitoring Trustee.  These transitional arrangements shall be in place until the
                 later of receipt of the last of the specified set of approvals or […] months from Closing (with the possibility of a […] month
                 extension at the option of the Purchaser).  The transitional arrangements may also be further extended at the request of the
                 Purchaser and with the consent of GSK based on a report of the Monitoring Trustee; and

            (ii)  If required by the Purchaser, GSK is prepared to collaborate with the Purchaser to identify any reasonable need for any
                 additional transitional service agreements to be concluded between GSK and the Purchaser.

           Following the expiry of the transitional supply agreement, the Purchaser will either use its own manufacturing site and equipment  or
           use a third-party contract manufacturer for manufacturing and packaging.  To enable the Purchaser,  or  a  contract  manufacturer  on
           behalf of the Purchaser, to manufacture the Divested Products, GSK commits to transfer or licence or cause Novartis  to  transfer  or
           licence any specific manufacturing technology  to the Purchaser.

 3.   The Divestment Business shall not include:

(a)   any production or R&D facilities or equipment held at such facilities;

(b)   intellectual property rights which do not contribute to the current operation of the Divestment Business;

(c)   the GSK company name, mark, or logo in any form;

(d)   any personnel other than the Hold Separate Manager;

(e)   books and records required to be retained by GSK or any of its Affiliated Undertakings pursuant to any statute, rule, regulation or
ordinance, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned request
from the Purchaser; and

(f)   general books of account and books of original entry that comprise GSK’s or any of its Affiliated Undertakings’ permanent accounting or
tax records, provided that GSK will provide copies of such documents necessary for the Divestment Business to the Purchaser, upon reasoned
request from the Purchaser.

 4.   The sale of the Divestment Business will be subject to the Purchaser Obligation.

 5.   The Monitoring Trustee shall supervise GSK’s implementation of this Schedule, in accordance with Section E of the Commitments.

 6.   GSK acknowledges that the Purchaser may elect to carry out itself all or some of the manufacturing and/or distribution activities that  are
      currently carried out by third parties for the Divestment Business. Nothing in this Schedule or in the Commitments shall  be  construed  as
      restricting the Purchaser’s freedom in this regard.

-----------------------
[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]   Publication in the Official Journal of the European Union No C 248, 30.07.2014, p. 7.
[3]   On 26 October 2014, Novartis announced divestiture of its influenza vaccines business to CSL. According to the Parties, the transaction  is
subject to regulatory approvals and is expected to close in the second half of 2015.
[4]   Prescription medicines will overall remain outside the scope of the OTC JV, as well as some OTC activities of GSK and  Novartis.  GSK  will
not transfer to the OTC JV its Indian business, Nigerian businesses or pharmaceutical business. Novartis will not transfer  to  the  OTC  JV  its
animal health business, U.S. Nicotine Replacement Therapy business, pharmaceutical business,  Alcon  business  or  Sandoz  generics  business.  A
limited number of prescription products consolidated in Novartis' OTC business will be transferred. In this  respect,  the  Parties  submit  that
they have identified one overlap in relation to topical corticosteroid combinations in the UK, leading to no affected market.
[5]   […].
[6]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
C95, 16.04.2008, p1).
[7]   GSK Circular to Shareholders, http://www.gsk.com/media/560424/gsk-novartis-circular.pdf.
[8]   The polysaccharides are long chains of sugar molecules that compose the cell wall of meningococcal bacteria.
[9]   Hib stands for Haemophilus influenza type B.
[10]  Minutes from a call with a customer dated 02 September 2014.
[11]  Replies to question 8 of Questionnaire Q4 – Customers Meningitis Vaccines.
[12]  In Greece, the national vaccination schedule includes three mandatory MenC vaccinations at age 2 months, 4 months and from age 6 months  to
6 years, and one mandatory MenACWY vaccination from age 11 years to 55 years.  Regarding  the  three  MenC  vaccinations,  the  MenC  vaccine  is
entirely reimbursed for the mandatory MenC vaccination and therefore is not expected to compete with  MenACWY  vaccines.  Regarding  the  MenACWY
vaccination from age 11 years to 55 years, MenC vaccines would not be suitable.
[13]  In Austria, the national vaccination schedule includes a mandatory MenC vaccination at age 12 months and a  mandatory  MenACWY  vaccination
at age 12 years. Regarding the MenC vaccination at age 12 months, MenC  and  MenACWY  vaccines  would  therefore  compete  in  Austria,  although
competition is expected to be limited as the overall pricing level for MenACWY is higher due to its broader scope of protection  and  its  higher
cost of production. Regarding the MenACWY vaccination at age 12 years, MenC vaccines would not be suitable.
[14]  Minutes of a call with a competitor dated 25 November 2014.
[15]  Minutes of a call with a competitor dated 23 September 2014.
[16]  Replies to question 8 of Questionnaire Q4 - Customers Meningitis Vaccines.
[17]  MenACWY immunization is required above the age of 2 for the Hajj pilgrimage.
[18]  Replies to question 8 of Questionnaire Q4 - Customers Meningitis Vaccines.
[19]  Minutes of a call with a competitor dated 23 September 2014.
[20]  Minutes of a call with a customer dated 29 August 2014.
[21]  Replies to question 8 of Questionnaire Q4 - Customers Meningitis Vaccines.
[22]  Minutes of a call with a competitor dated 23 September 2014.
[23]  Minutes of a call with a customer dated 2 September 2014.
[24]  The Parties indeed specify that "Menitorix [GSK's MenC-Hib vaccine] has been designed specifically to meet a need  in  the  UK  vaccination
schedule. Following a resurgence of Hib incidence in children of less than four years of age in the UK from 1999 onwards, a Hib booster  dose  in
the second year of life was recommended in 2003, administered in combination with the scheduled MenC vaccination at around 12-13 months  of  age.
It has been included in the UK immunisation schedule since 2005 […] GSK’s Menitorix was specifically developed  to  address  this  situation  [an
excessive number of injections] in the UK and reduce the number of injections from four to three".
[25]  Minutes of a call with a customer dated 2 September 2014.
[26]  Regarding pertussis, the antigen can exist in two distinct forms: acellular pertussis ("aP") and wholecell pertussis ("wP").
[27]  Preventive vaccination against tetanus in case of injuries and potential exposures to tetanus bacterium.
[28]  Replies to question 11 of Questionnaire Q5 – Customers Vaccines Germany/Italy.
[29]  Minutes of a call with a customer dated 3 September 2014.
[30]  Replies to question 11 of Questionnaire Q5 – Customers Vaccines Germany/Italy.
[31]  Minutes of a call with a customer dated 04 September 2014.
[32]  Minutes of a call with a customer dated 20 August 2014.
[33]  Minutes of a call with a competitor dated 3 September 2014.
[34]  Minutes of a call with a competitor dated 25 November 2015.
[35]  Replies to question 18 of Questionnaire Q5 – Customers Vaccines Germany/Italy.
[36]  Replies to question 16 of Questionnaire Q6 – Vaccines competitors.
[37]  M.4049, Novartis/Chiron (2006) paragraph 32; Case IV/34.776, Pasteur Mérieux-Merck (1994), paragraph 55.
[38]  Minutes of a call with a competitor dated 23 September 2014.
[39]  M.1397, Sanofi / Synthelabo (1999), paragraph 49; M.4007, Novartis/Hexal (2005), paragraph 21; M.3394, Johnson and Johnson/J&J  MSD  Europe
(2004), paragraph 18.
[40]  Indeed, GSK purchases from Novartis [location] bulk diphtheria and tetanus antigens that GSK uses in vaccines that it sells  in  more  than
60 countries around the world. Similarly, Novartis exports the antigens to customers both in the EEA ([customer(s)]) and outside the EEA.
[41]  Austria, Cyprus, Czech Republic, France, Germany, Greece, Hungary, Ireland, Italy, Poland, Portugal, Spain, United Kingdom.
[42]  Throughout tables in this decision, the market shares of GSK, Novartis Business, and Combined are rounded to the digit, which can  lead  to
seemingly inconsistent numbers.
[43]  GSK launched its Nimenrix MenACWY vaccine in Cyprus in 2013 only.
[44]  Replies to question 12.2 of Questionnaire Q6 – Vaccines Competitors.
[45]  Replies to question 7 of Questionnaire Q4 – Customers Meningitis Vaccines
[46]  Minutes of a call with a customer dated 29 August 2014.
[47]  Replies to question 11 of Questionnaire Q4 - Customers Meningitis Vaccines.
[48]  Austria, Cyprus, the Czech Republic, France, Germany, Greece, Hungary, Ireland, Italy, Poland, Portugal, Spain, United Kingdom.
[49]  Belgium, Bulgaria, Croatia, Denmark, Finland, Iceland, Luxembourg, Malta, the Netherlands, Norway, Slovakia, Slovenia, Sweden.
[50]  Replies to question 13 of Questionnaire Q5 - Customers Vaccines Germany/Italy.
[51]  Replies to question 13 of Questionnaire Q5 - Customers Vaccines Germany/Italy.
[52]  Replies to question 21 of Questionnaire Q5 - Customers Vaccines Germany/Italy.
[53]  Marketed as Vivotif outside Germany.
[54]  For the sake of completeness, the Parties note that Novartis also distributes Crucell's Dukoral product  (a  drinkable  vaccine  protecting
against diarrhoea caused by cholera), in Germany. However, there is no overlap as regards Dukoral as GSK does not market  a  competing  diarrhoea
or cholera vaccine.
[55]  http://www.PaxVax.com/about/news/PaxVax-acquires-the-fda-approved-typhoid-vaccinevivotif.
[56]  Minutes of a call with a competitor dated 11 December 2014.
[57]  GSK […] database and Novartis' actuals.
      http://www.srf.ch/news/regional/bern-freiburgwallis/biotech-konzern-crucell-will-am-standort-bern-380-stellen-abbauen.
[58]  Minutes of a call with a competitor dated 25 November 2014.
[59]  Minutes of a call with a competitor dated 11 December 2014.
[60]  Minutes of a call with a competitor dated 11 December 2014.
[61]  More specifically, a monovalent T vaccine in Slovakia and the Czech Republic, while GSK does not market any monovalent  T  or  bivalent  dT
vaccine in these two countries.
[62]  Minutes of a call with a customer dated the 30 September 2014; minutes of a call with a customer dated the 20 October 2014.
[63]        "There has been a gradual removal of key pharmacy regulations in the last 20 years. There are four  main  types  of  regulation:  (i)
ownership restriction (i.e. pharmacies can only be owned by pharmacists); (ii) establishment restrictions (i.e.  the  pharmacies'  licences  have
quotas on a geographical / population basis); (iii) OTC monopoly (i.e.  OTC  products  can  only  be  sold  in  pharmacies);  and  (iv)  internet
restriction." Minutes of a call with an industry association dated 18 September 2014.
[64]  Internal document of GSK, […].
[65]  Internal document of GSK, […].
[66]        Minutes of a call with a competitor dated 13 October 2014. See also Minutes of a call  with  a  competitor  dated  17  October  2014;
minutes of a call with a distributor dated 20 October 2014; minutes of a call with a competitor dated 17 October 2014.
[67]        Minutes of a call with an industry association dated 18 September 2014. See also minutes  of  a  call  with  a  competitor  dated  17
October 2014.
[68]  Minutes of a call with a competitor dated 17 October 2014; minutes of a call with a customer dated 17 October 2014; minutes of a call  with
a customer dated 03 October 2014.
[69]  Integration can take place at the level of manufacturing of the active pharmaceutical ingredients and/or finished dose OTC medicines.
[70]  Minutes of a call with a contract manufacturer dated 12 September 2014. See also minutes of a call with a contract  manufacturer  dated  11
September 2014; replies to question 4.1 of Questionnaire R1 – Market test of the Commitments – OTC.
[71]        Belgium, Greece, and Lithuania.
[72]  Minutes of a call with a wholesaler dated 10 September 2014. See also minutes of a call with a competitor dated 14  October  2014;  minutes
of a call with a competitor dated 17 October 2014; minutes of a call with a wholesaler dated 17 September 2014.
[73]        M.3394, Johnson & Johnson/Johnson & Johnson MSD Europe (2004), paragraphs 14-15.
[74]        GSK Circular to Shareholders, http://www.gsk.com/media/560424/gsk-novartis-circular.pdf.
[75]        During pre-notification, the Parties initially identified a further overlap in the antiseptics and disinfectants  area.  Nonetheless,
the Parties later submitted that GSK discontinued its relevant products (Zeasorb in Ireland  and  the  UK,  Daro  Boor  in  the  Netherlands  and
Drapolen in Latvia), and that remaining stocks exhausted in 2013. As a result, GSK is no longer active and the Parties activities do not  overlap
in the antiseptics and disinfectants area. See email from GSK's external counsel to the case team dated 17 November 2014.
[76]  Internal document of GSK, […] undated.
[77]  Minutes of a call with a wholesaler dated 10 September 2014, courtesy translation from French to English.
[78]  Internal document of GSK, […].
[79]  Minutes of a call with a competitor dated 17 October 2014.
[80]  M.4314, Johnson & Johnson / Pfizer Consumer Healthcare (2006), paragraph 55.
[81]  M.4314, Johnson & Johnson / Pfizer Consumer Healthcare (2006), paragraphs 58-64.
[82]  Novartis is supplying […] in the UK, and supplies patches to […] for sales in France and Portugal. Novartis is stopping its supply  to  […]
in the UK in 2015.
[83]  Replies to question 32.1 of Questionnaire Q1 – OTC Customers; replies to questions 4 and 4.1 of Questionnaire Q2 – OTC  Customers.  Minutes
of a call with a competitor dated 17 October 2014.
[84]  Replies to question 32 of Questionnaire Q1 – OTC Customers; replies to question 4 of Questionnaire Q2–OTC  Customers,  Minutes  of  a  call
with a customer dated the 10 September 2014.
[85]  "One limit to Champix expansion is that smokers do not see themselves as ill, but merely as having a bad habit." - Minutes of a  call  with
a competitor dated 14 October 2014.
[86]  Minutes of a call with a pharmacists' association dated 30 September 2014; minutes of a call with a competitor dated 14 October 2014.
[87]  Minutes of a call with a wholesaler dated 10 September 2014, courtesy translation from French to English.
[88]  Minutes of a call with a customer dated 31 October 2014.
[89]  Replies to question 32 of Questionnaire Q1 – OTC Customers; replies to question 4 of Questionnaire Q2–OTC Customers.
[90]  Replies to questions 38 of Questionnaire Q3 – OTC Competitors.
[91]  Minutes of a call with a competitor dated 14 October 2014.
[92]  Minutes of a call with a competitor dated 14 October 2014.
[93]  Replies to questions 34-35 of Questionnaire Q1 – OTC Customers; replies to questions 6-7 of Questionnaire Q2 – OTC Customers; minutes of  a
call with a customer dated 17 October 2014.
[94]  Replies to questions 34-35 of Questionnaire Q1 – OTC Customers; replies to questions 6-7 of Questionnaire Q2 – OTC Customers; minutes of  a
call with a customer dated 30 September 2014.
[95]  Replies to questions 34-35 of Questionnaire Q1 – OTC Customers; replies to questions 6-7 of Questionnaire Q2 – OTC Customers; minutes of  a
call with a customer dated 17 September. 2014; minutes of a call with a competitor dated 17 October 2014; minutes  of  a  call  with  a  customer
dated 30 September 2014.
[96]  Replies to questions 34-35 of Questionnaire Q1 – OTC Customers; replies to questions 6-7 of Questionnaire Q2  –  OTC  Customers.  See  also
minutes of a call with a pharmacists' association dated 30 September 2014; minutes of a call with a wholesaler dated 17 September 2014.
[97]  Replies to question 40 of Questionnaire Q3 – OTC Competitors; Minutes of a call with a competitor dated 14 October 2014.
[98]  Replies to question 40 of Questionnaire Q3 – OTC Competitors.
[99]        Minutes of a call with a competitor dated 17 October 2014.
[100]       Minutes of a call with a competitor dated 17 December 2014.
[101]       Minutes of a call with a competitor dated 14 October 2014.
[102]       Replies to question 33 of Questionnaire Q1 – OTC Customers; replies to question 5 of Questionnaire Q2 – OTC Customers.
[103]       Replies to question 33 of Questionnaire Q1 - OTC Customers.
[104]       M.4314, Johnson & Johnson / Pfizer Consumer Healthcare (2006), paragraph 66.
[105]       Replies to question 2 of Questionnaire Q1– OTC Customers; replies to question 2 of Questionnaire Q2 – OTC Customers.
[106]       Replies to question 4 of Questionnaire Q3 - OTC Competitors.
[107]       Minutes of a call with a competitor dated 13 October 2014.
[108]       Replies to question 42 of Questionnaire Q3 - OTC Competitors.
[109]       Given the often large number of affected markets in pharmaceutical  cases,  and  in  accordance  with  case  practice,  all  affected
pharmaceuticals markets are grouped in three categories. These groupings are: Group 1: The parties'  joint  market  share  exceeds  35%  and  the
increment exceeds 1%; Group 2: The parties' joint market share exceeds 35% but the increment is less than 1%; Group 3: The parties' joint  market
share is between 15% and 35%. The Commission focuses mainly its assessment on Group 1 countries and on instances where one party is  planning  to
enter a market. Group 1 are determined based on the data for the latest year available (2013 in the present decision).
[110]       IMS Global Analysis data is not available for some EEA countries: Cyprus, Malta, Liechtenstein and Iceland. The analysis is based  on
the available data. GSK had sales of NRT lozenges in Malta in 2013, and no NRT sales in Cyprus, Iceland, or Lichtenstein. Novartis  doesn't  have
NRT sales in these four countries.
[111]       Minutes of a call with a competitor dated 17 October 2014.
[112]       Minutes of a call with a customer dated 18 September 2014; minutes of a call with a customer dated 17 September 2014;  minutes  of  a
call with a customer dated 10 October 2014.
[113]       Minutes of a call with a customer dated 20 October 2014; minutes of a call with a customer dated 18  September  2014;  minutes  of  a
call with a customer dated 10 October 2014.
[114]       Replies to question 40 of Questionnaire Q1 - OTC Customers; replies to question 11 of Questionnaire Q2 - OTC Customers; minutes of  a
call with a customer dated 10 October 2014.
[115]       Minutes of a call with a customer dated 10 October 2014.
[116]       Replies to question 40 of Questionnaire Q1 - OTC Customers, replies to question 11 of Questionnaire Q2 - OTC Customers; minutes of  a
call with a customer dated 17 October 2014; minutes of a call with a customer dated 20 October 2014.
[117]       Replies to question 39 of Questionnaire Q1 - OTC Customers; replies to question 11 of Questionnaire Q2 - OTC  Customers;  replies  to
questions 43 and 43.1 of Questionnaire Q3 - OTC Competitors.
[118]       Replies to question 39 of Questionnaire Q1 - OTC Customers; replies to question 11 of Questionnaire Q2 - OTC  Customers;  replies  to
question 43 of Questionnaire Q3 - OTC Competitors.
[119]       Replies to question 41 of Questionnaire Q3 - OTC Competitors.
[120]       Replies to question 41 of Questionnaire Q3 - OTC Competitors.
[121]                    Minute[pic][122]!*+-012<=?@AXYZëàÓàÄµÄ¦—ˆ¦µydRC8Cëh-(whÔHŠOJQJjh-(whÔHŠOJQJU[pic]#h-(whØv?6?CJ              OJQJmHsH(jh-
(wh?O÷OJQJU[pic]mHnHu[pic]h-(whØv?OJQJmHsHh-(whSbvOJQJmHsHh-(whgd+OJQJmHsHh-(wh\@OJQJmHsHh-(wh\TüOJQJmHsHh-(wh==ÑOJQJmHsHs  of  a  call  with   a
wholesaler dated 19 September 2014; minutes of a call with a competitor dated 13 October 2014.
[123]       Replies to questions 9 and 9.1 of Questionnaire R1 – Market test of the Commitments - OTC.
[124]       Document of Euromonitor International "NRT Smoking cessation aids in Belgium", submitted by Novartis, dated June 2014.
[125]       Document of Euromonitor International "NRT Smoking cessation aids in the Netherlands", submitted by Novartis, dated September 2013.
[126]       Document of Euromonitor International "NRT Smoking cessation aids in France", submitted by Novartis, dated June 2014.
[127]       Replies to questions 37-38 of Questionnaire Q1 - OTC Customers; replies to questions 9-10 of Questionnaire Q2 – OTC Customers.
[128]       Replies to questions 44-46 of Questionnaire Q3 - OTC Competitors.
[129]       Minutes of a call with a customer dated 31 October 2014; replies to questions 44-46 of Questionnaire Q3 -  OTC  Competitors;  minutes
of a call with an industry association dated 18 September 2014.
[130]       Replies to questions 44-46 of Questionnaire Q3 - OTC Competitors.
[131]       Minutes of a call with a competitor dated 17 October 2014.
[132]       Minutes of a call with a customer dated 10 October 2014.
[133]       Minutes of a call with a customer dated 17 October 2014.
[134]       Minutes of a call with a customer dated 20 October 2014.
[135]       "Wholesalers have little influence on the pharmacist who is the one that can decide which products to buy" - minutes of a  call  with
a wholesaler dated 10 September 2014.
[136]       Minutes of a call with an industry association dated 18 September 2014; minutes of a call with a wholesaler dated 10 September 2014.
[137]       Minutes of a call with a customer dated 10 October 2014; minutes of a call with a customer dated 17 October 2014.
[138]       Minutes of a call with a pharmacists' association dated 30 September 2014; minutes of a call with a  wholesaler  dated  10  September
2014.
[139]       A prodrug is a medication that is administered in an inactive or less than fully active form, and is then  converted  to  its  active
form through a metabolic process.
[140]       In previous decisions dealing with pharmaceutical products, the Commission has used  the  Anatomical  Classification  Guidelines  (or
“ATC” classification) devised by the WHO or the European Pharmaceutical  Marketing  Research  Association  ("EphMRA")  as  a  reference  for  the
definition of the relevant product markets. The ATC classification is hierarchical, and it includes 16 categories with each up  to  four  levels.
The Commission has relied in previous decisions on the third level of the ATC classification (ATC3) which  allows  medicines  to  be  grouped  in
terms of their therapeutic indications, that is to say their intended use, as a starting point. However, in a number  of  cases,  the  Commission
found that the ATC3 level classification did not yield the appropriate market definition within the meaning  of  the  Commission  Notice  on  the
Definition of the Relevant Market. As a result, where appropriate, and based on the factual evidence collected during the  market  investigation,
the Commission has defined the relevant product market at the ATC4 level or at a level of molecule or a group of molecules  that  are  considered
interchangeable so as to exercise competitive pressure on one another. The overlap in therapeutic uses does not necessarily imply any  particular
economic substitution patterns between products.
[141]       M.1846, Glaxo Wellcome/SmithKline Beecham (2000), paragraph 31; M.3751, Novartis / Hexal (2005), page 7.
[142]       M.5530, GlaxoSmithKline/ Stiefel Laboratoires (2009), paragraph 32.
[143]       M.5953, Reckitt Benckiser/SSL (2010), paragraph 13; M.3751, Novartis / Hexal (2005), page 3.
[144]       Replies to question 46 of Questionnaire Q1 – OTC Customers; replies to question 18 of Questionnaire Q2 – OTC Customers.
[145]       Replies to question 46 of Questionnaire Q1 – OTC Customers; replies to question 18 of Questionnaire Q2 – OTC Customers; minutes of  a
call with a pharmacists' association dated 30 September 2014.
[146]       Replies to question 46 of Questionnaire Q1 – OTC Customers; replies to question 18 of Questionnaire Q2 – OTC Customers; minutes of  a
call with a wholesaler dated 17 November 2014.
[147]       Minutes of a call with a customer dated 17 October 2014.
[148]       Replies to questions 49 and 55 of Questionnaire Q3 – OTC Competitors.
[149]       Replies to question 49 of Questionnaire Q3 – OTC Competitors.
[150]       Replies to questions 42-46 of Questionnaire Q1 – OTC Customers; replies to questions 14-17 of Questionnaire Q2 – OTC Customers.
[151]       Replies to questions 18.3 of Questionnaire Q2 – OTC Customers.
[152]       In terms of the classification, patches/creams with antiviral agents fall  under  the  pharmaceutical  legislation,  patches  without
antiviral fall under the medical device legislation and cream/lip balm without antiviral agents fall under the cosmetic legislation.
[153]       Minutes of a call with a competitor dated 17 October 2014.
[154]       Replies to question 45.1 of Questionnaire Q1 – OTC Customers; minutes of a call with a customer dated 17 October 2014; minutes  of  a
call with a customer dated 30 September 2014; minutes of a call with a customer dated 17 September 2014.
[155]       Minutes of a call with a customer dated 19 September 2014.
[156]       Annex BP CSM 3, Internal document of GSK […], undated.
[157]       Annex BP CSM 9, Internal document of Novartis […], 2011.
[158]       Internal document of GSK […].
[159]       Annex BP CSM 21, Internal document of GSK […] undated.
[160]       The IMS OTC classes are based on the intended use/indications of the products. In most cases there is an ATC3 class that  corresponds
to an IMS OTC class, although in some cases there are more than one IMS OTC classes corresponding to an ATC3 class.
[161]       In line with previous decisions, wart treatments are not to be included in the relevant market.
[162]       M.1846 Glaxo Wellcome/ Smithkline Beecham (2000),  paragraphs  73-74,  and  M.  5530  -GlaxoSmithkline/Stiefel  Laboratoires  (2009),
paragraphs 40-42.
[163]       See footnote 108.
[164]       IMS Global Analysis data is not available for some EEA countries: Cyprus, Malta, Liechtenstein and Iceland. The analysis is based  on
the available data. Both Novartis and GSK market cold sore creams in Cyprus, Malta  and  Iceland.  But  in  any  event,  it  is  noted  that  the
commitments submitted by GSK cover the entire EEA (see section VI.5).
[165]       Minutes of a call with a wholesaler dated 19 September 2014. See also for Italy and more broadly for the EEA minutes of a  call  with
a pharmacists' association dated 30 September 2014; minutes of a call with a wholesaler dated 17 September  2014;  minutes  of  a  call  with  an
industry association dated 18 September 2014.
[166]       Replies to questions 51-53 of Questionnaire Q3 – OTC Competitors.
[167]       Minutes of a call with a wholesaler dated 17 November 2014.
[168]       Minutes of a call with a wholesaler dated 17 September 2014; minutes of a call with a competitor dated 13 October 2014.
[169]       Replies to questions 48-49 of Questionnaire Q1 – OTC Customers; replies to questions 20-21 of Questionnaire Q2 – OTC Customers.
[170]       Replies to questions 51-53 of Questionnaire Q3 – OTC Competitors.
[171]       Replies to question 49 of Questionnaire Q1 – OTC Customers; replies to questions 51 and 52 of Questionnaire Q3 – OTC  Competitors.  A
Spanish player mentioned that the focus on Spain is mainly on brands, with nonetheless "a change due to the economic crisis". Minutes of  a  call
with a wholesaler dated 19 September 2014.
[172]       Minutes of a call with a customer dated 10 October 2014.
[173]       Replies to question 48 of Questionnaire Q1 – OTC Customers; replies to questions 20 of Questionnaire Q2 – OTC Customers;  minutes  of
a call with a pharmacists' association dated 30 September 2014.
[174]       Replies to questions 57 of Questionnaire Q3 – OTC Competitors.
[175]       Replies to questions 62 and 62.1 of Questionnaire Q3 – OTC Competitors; minutes of a call with a wholesaler dated 17 November 2014.
[176]       Replies to question 47 of Questionnaire Q1 – OTC Customers; replies to question 19 of Questionnaire Q2 – OTC Customers.
[177]       Replies to question 47 of Questionnaire Q1 – OTC Customers; replies to question 19 of Questionnaire Q2 – OTC Customers.
[178]       Minutes of a call with a customer dated 17 October 2014; minutes of a call with a customer dated 30  September  2014;  minutes  of  a
call with a customer dated 17 September 2014.
[179]       Replies to question 52 of Questionnaire Q3- OTC Competitors; minutes of a call with a competitor dated 17 October 2014.
[180]       Minutes of a call with a customer dated 17 November 2014; minutes of a call with a customer dated 10 September 2014.
[181]       Replies to question 52 of Questionnaire Q3- OTC Competitors.
[182]       Replies to question 50 of Questionnaire Q1 – OTC Customers; replies to question 22 of Questionnaire Q2 – OTC Customers.
[183]       The study "Analysis of prices of multi-symptom and single-symptom products" was undertaken by Compass Lexecon and  was  submitted  on
the 24th of October 2014.
[184]       The Notifying Party's report also included results from specifications using seasonal dummies to control  for  common  demand  shocks
across different product types. Moreover, it also examined price first differences to  control  for  potential  non-stationarity  of  price  time
series.
[185]       The study makes reference to Commission cases M.4007, Reckitt Benckiser/Boots Healthcare International (2006), paragraph 28;  M.4402,
      UCB/Schwartz Pharma (2006), paragraph 27; M.6280, Procter & Gamble/Teva OTC Business (2011), paragraph 24.
[186]       M.1846, Glaxo Wellcome/SmithKline Beecham (2000), paragraphs 52-57.
[187]       M.3354, Sanofi – Synthélabo/Aventis(2004), paragraphs 14-17.
[188]       M.4007,  Reckitt Benckiser/Boots Healthcare International, paragraph 12.
[189]       M.4314,  Johnson & Johnson/Pfizer Consumer Healthcare, paragraph 17-20.
[190]       M.6280, Procter & Gamble/Teva OTC Business, paragraphs 13-14.
[191]       Besides prices, customers also take into account, among  others,  therapeutic  indications,  active  ingredients,  brand  reputation,
recommendation from the pharmacist and previous experience.
[192]       While the Notifying Party acknowledges these problems and took measures to control them, these measures  are  most  often  imperfect,
leading to the price correlation coefficient overestimating the relationship between the two examined variables.
[193]       M.6850, Marine Harvest/Morpol (2013),  M.6756,  Norsk  Hydro/Orkla  (2013),  M.6607,  AS  Airways/American  Airways  (2013),  M.6541,
Glencore/Xstrata (2014), and M.6360, Nynas/Shell/ /Harbug Refinery (2014).
[194]       The Notifying Party's analysis of sales volumes was developed in the subsequent study by Compass Lexecon, submitted  on  12  December
2014.
[195]       Replies to question 7 of Questionnaire Q3 – OTC Competitors; replies to question 4 of Questionnaire Q1 – OTC Customers.
[196]       Minutes of a call with a competitor dated 19 November 2014; minutes of a call with a competitor dated 17 October 2014.
[197]       Minutes of a call with a competitor dated 19 November 2014; minutes of a call with a competitor dated 13 October 2014.
[198]       Minutes of a call with a competitor dated 17 October 2014.
[199]       Replies to question 8 of Questionnaire Q3 – OTC Competitors.
[200]       M.1846, Glaxo Wellcome/ Smithkline Beecham (2000), paragraphs 73-74.
[201]       Estonia, Hungary, Latvia, Lithuania, Romania and the Slovak Republic.
[202]       Minutes of a call with a customer dated 31 October 2014.
[203]       Minutes of a call with a competitor dated 19 November 2014.
[204]       Minutes of a call with a competitor dated 17 October 2014.
[205]       Minutes of a call with a competitor dated 13 October 2014; replies to question 18.1 of Questionnaire Q 3 – OTC Competitors.
[206]       Minutes of a call with a competitor dated 13 October 2014.
[207]       Minutes of a call with a competitor dated 13 October 2014.
[208]       Replies to question 21 of Questionnaire Q3 – OTC Competitors.
[209]       Replies to question 21 of Questionnaire Q1 – OTC Customers.
[210]       Replies to question 18 of Questionnaire Q1 – OTC Customers.
[211]       Replies to question 18 of Questionnaire Q1 – OTC Customers.
[212]       Replies to question 15 of Questionnaire Q1 – OTC Customers.
[213]       Replies to question 18 of Questionnaire Q3 – OTC Competitors.
[214]       Replies to questions 13 and 14 of Questionnaire Q3 – OTC Competitors.
[215]       Minutes of a call with a customer dated 17 November 2014; minutes of a call with a customer dated 10 September 2014.
[216]       M.5253, Sanofi-Aventis/Zentiva (2009), paragraph 171; M.5295 - Teva/Barr (2008), paragraph 172; M  3354,  Sanofi-Synthelabo/  Aventis
(2004), paragraph 23; M.5502, Merck/Schering-Plough (2010), paragraphs 40-48.
[217]       M.1846, Glaxo Wellcome/SmithKline Beecham (2000), paragraphs 52-57.
[218]       Minutes of a call with a customer dated 17 October 2014.
[219]       Minutes of a call with a competitor dated 21 November 2014; minutes of a call with a customer dated 30  September  2014;  replies  to
question 12 of Questionnaire Q1- OTC Customers.
[220]       Minutes of a call with a competitor dated 19 November 2014.
[221]       M.5502, Merck/Schering-Plough (2010), paragraph 16.
[222]       See section V.2.2.
[223]       Replies to questions 22.8 and 22.9 of Questionnaire Q3 – OTC Competitors.
[224]       Replies to question 15 of Questionnaire Q1 – OTC Customers.
[225]       M.5953, Reckitt Benckiser / SSL (2010), paragraph 17; M.4007, Reckitt Benckiser / Boots  Healthcare  (2006),  paragraph  11;  M.4314,
Johnson & Johnson / Pfizer Consumer Healthcare (2007), paragraph 23; M.3544, Bayer Healthcare / Roche (2004), paragraphs 21-23;  M.3354,  Sanofi-
Synthelabo / Aventis (2004), paragraph 99.
[226]       M.5953, Reckitt Benckiser / SSL, 2010, paragraph 18; M.4314, Johnson & Johnson / Pfizer Consumer Healthcare  (2007),  paragraphs  24-
26; M.3544, Bayer Healthcare / Roche (OTC Business) (2004), paragraph 23.
[227]       M.6705, Procter & Gamble / Teva Pharmaceuticals OTC II (2012), paragraph 16; M.3751, Novartis / Hexal (2005), page 10.
[228]       In particular by distinguishing the various types of pain (musculoskeletal pain, headache/migraine, menstrual pain, etc.).
[229]       Minutes of a call with a competitor dated 19 November 2014.
[230]       Minutes of a call with a competitor dated 17 October 2014.
[231]       See footnotes 224-226.
[232]       Replies to question 31 of Questionnaire Q1 – OTC Customers.
[233]       GSK's internal document, […], dated May 2014. Attachment of an email of […] to the case team, dated 23 December 2014.
[234]       2013 market shares for an N2B market (IMS data): Alvedon: [30-40]%; Treo: [20-30]%; Voltaren: [10-20]%; Panodil: [5-10]%; Ipren:  [0-
5]%.
[235]       Novartis' internal document, […], dated 23 September 2014. Annex 9 of an email of […] to the case team, dated 14 January 2015.
[236]       M.1878, Pfizer/Warner-Lambert (2000), paragraph 17.
[237]       M.5253, Sanofi-Aventis/Zentiva (2009), paragraph 35, M. 5953, Reckitt Benckiser/SSL (2004), paragraph 39.
[238]       M.4418, Nycomed Group/Altana Pharma (2006), paragraph 17.
[239]       Opt. cit.
[240]       Combined shares are as follows: Czech Republic ([0-5]%), Portugal ([5-10]%), Slovakia ([5-10]%), Spain ([10-20]%) and UK (<[0-5]%).
[241]       ATC3 class D1A also includes systemic dermatological antifungals classified in ATC4 class  D1A2,  but  this  category  only  includes
prescription products.
[242]       Clotrimazole Glao is sold OTC in Latvia and Poland.
[243]       Stieprox is sold OTC in Denmark, France, Latvia, Lithuania and Norway.
[244]       M.5253 Sanofi-Aventis / Zentiva (2009), paragraph 104.
[245]       Opt. cit.
[246]       At the option of the purchaser, the remedy package includes a technology transfer for both vaccines.
[247]       At the option of the purchaser, the remedy package covers all EEA markets where TD-Pur and Dif-Tet-All are marketed.
[248]       At the option of the purchaser, the remedy package includes a technology transfer for both vaccines.
[249]       At the option of the purchaser, the remedy package covers all EEA markets where TD-Pur and Dif-Tet-All are marketed.
[250]       Commission Notice on remedies acceptable under Council Regulation (EEC) No 139/2004 and under Commission Regulation (EC) No  802/2004
(OJ C 267, 22.10.2008, p. 1-27).
[251]       Commission Notice on remedies, paragraph 9.
[252]       Commission Notice on remedies, paragraph 12.
[253]       For the completed studies, the purchaser will only need to take over the documentation  of  the  studies  and  no  further  knowledge
transfer is necessary. For the remaining ongoing studies, GSK offers, at the purchaser’s preference, to either  transfer  those  studies  to  the
purchaser or to complete the studies.
[254]       GSK submits that, with the exception of […] Global Neisseria Marketing Director and […] Global Neisseria Sr. Marketing  Managers  for
commercial, […] of the personnel is dedicated to the MenACWY Divestment Business.
[255]       Replies to question 1 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[256]       Replies to question 1 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[257]       Replies to question 2 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[258]       Replies to question 3 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[259]       Replies to question 4 of Questionnaire R2 – Market test of the Commitments – Vaccines.
[260]       In case the purchaser opts for the technology transfer, the dT Divestment Business would include personnel that the  purchaser  needs
long-term (in addition to the temporary support offered for manufacturing of the dT products forming part of the dT Divestment Business).
[261]       Replies to question 13 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[262]       Replies to question 14 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[263]       Replies to question 12 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[264]       Replies to question 16 of Questionnaire R2 - Market test of the Commitments – Vaccines.
[265]       Replies to question 17 of Questionnaire R1 - Market test of the Commitments – OTC.
[266]       Replies to question 18 of Questionnaire R1 - Market test of the Commitments – OTC.
[267]       Replies to questions 5, 5.1 and 17 of Questionnaire R1 - Market test of the Commitments – OTC.
[268]       Replies to question 5.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[269]       Replies to question 19 of Questionnaire R1 - Market test of the Commitments – OTC.
[270]       Replies to question 19.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[271]       Replies to questions 2.1 and 9 of Questionnaire R1 - Market test of the Commitments – OTC.
[272]       Replies to question 10 of Questionnaire R1 - Market test of the Commitments – OTC.
[273]       Replies to question 17 of Questionnaire R1 - Market test of the Commitments – OTC.
[274]       Replies to question 18 of Questionnaire R1 - Market test of the Commitments – OTC.
[275]       Replies to question 4 of Questionnaire R1 - Market test of the Commitments – OTC.
[276]       Replies to question 5.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[277]       Replies to questions 5 and 17 of Questionnaire R1 - Market test of the Commitments – OTC.
[278]       Replies to question 2 of Questionnaire R1 - Market test of the Commitments – OTC.
[279]       Replies to question 2.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[280]       Replies to question 11 of Questionnaire R1 - Market test of the Commitments – OTC.
[281]       Replies to question 11.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[282]       Replies to question 11.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[283]       In addition, the Notifying Party committed to refrain from launching any other Fenistil-branded OTC product  in  the  United  Kingdom
[…]. In the Netherlands, Novartis sells Fenistil-branded drops for allergic reaction that do not form part of the remedy.
[284]       Replies to questions 1 and 2 of Questionnaire R1 - Market test of the Commitments – OTC.
[285]       Replies to question 19 of Questionnaire R1 - Market test of the Commitments – OTC.
[286]       Replies to question 17 of Questionnaire R1 - Market test of the Commitments – OTC.
[287]       Replies to questions 4 and 4.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[288]       Replies to question 7 of Questionnaire R1 - Market test of the Commitments – OTC.
[289]       Replies to question 7.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[290]       Replies to question 17 of Questionnaire R1 - Market test of the Commitments – OTC.
[291]       Currently the divested products are manufactured by a third party, […].
[292]       Replies to questions 17 and 19 of Questionnaire R1 - Market test of the Commitments – OTC.
[293]       Replies to question 5.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[294]       Replies to questions 19 of Questionnaire R1 - Market test of the Commitments – OTC.
[295]       Replies to questions 8 and 8.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[296]       Replies to question 4 of Questionnaire R1 - Market test of the Commitments – OTC.
[297]       Replies to questions 17 of Questionnaire R1 - Market test of the Commitments – OTC.
[298]       With the exception of the Hold Separate manager (unless not required by the purchaser).
[299]       Replies to questions 1 and 1.1 of Questionnaire R1 - Market test of the Commitments – OTC.
[300]       Replies to question 16 of Questionnaire R1 - Market test of the Commitments – OTC.
[301]       Replies to question 3 of Questionnaire R1 - Market test of the Commitments – OTC.
[302]       Replies to question 14 of Questionnaire R1 - Market test of the Commitments – OTC.
[303]       Replies to question 15 of Questionnaire R1 - Market test of the Commitments – OTC.
[304]       Subject to the Commission’s view and final decision on the necessity of involving the Technical Expert.

[305]       Subject to review and assessment of the Monitoring Trustee and the Technical Expert.

[306]       […].

[307]       Subject to review and assessment of the Monitoring Trustee and the Technical Expert.

[308]       Subject to review and assessment of the Monitoring Trustee and the Technical Expert.

[309]       Subject to review and assessment of the Monitoring Trustee and the Technical Expert.

[310]       Subject to review and assessment of the Monitoring Trustee and the Technical Expert.

[311]       Subject to review and assessment of the Monitoring Trustee and the Technical Expert.

[312]       Subject to the Commission’s view and final decision on the necessity of involving the Technical Expert.

[313]       Excluding GSK’s consumer healthcare business in India and Nigeria, and products that are managed by, and reported for financial
purposes within, GSK’s Pharmaceutical Division.

[314]       Excluding Novartis’ products that are managed by, and reported for financial purposes within, Novartis’ Pharmaceutical Division,
Alcon Division, and Sandoz Division.

[315]       Consistent with these commitments, GSK will proactively facilitate and endeavour to procure the transfer of a specific Hold Separate
Manager and Key Personnel, and up to […] additional personnel as specified in the Schedule, to the Purchaser should the Purchaser so require.
If that is not possible then GSK will source suitable alternative talent for the Purchaser.

[316] […].

[317]       Excluding GSK’s consumer healthcare business in India and Nigeria, and products that are managed by, and reported for financial
    purposes within, GSK’s Pharmaceutical Division.

[318]       Excluding Novartis’ products that are managed by, and reported for financial purposes within, Novartis’ Pharmaceutical Division,
    Alcon Division, and Sandoz Division.

[319]       Consistent with these Commitments, GSK will proactively facilitate and endeavor to procure the transfer of a specific Hold Separate
Manager to the Purchaser should the Purchaser so require. If that is not possible then GSK will source suitable alternative talent for the
Purchaser.

[320]       […].

[321]       Excluding GSK’s consumer healthcare business in India and Nigeria, and products that are managed by, and reported for financial
      purposes within, GSK’s Pharmaceutical Division.

[322]       Excluding Novartis’ products that are managed by, and reported for financial purposes within, Novartis’ Pharmaceutical Division,
      Alcon Division, and Sandoz Division.

[323]       Consistent with these Commitments, GSK will proactively facilitate and endeavour to procure the transfer of a specific Hold Separate
Manager to the Purchaser should the Purchaser so require. If that is not possible then GSK will source suitable alternative talent for the
Purchaser.

[324]       Excluding GSK’s consumer healthcare business in India and Nigeria, and products that are managed by, and reported for financial
purposes within, GSK’s Pharmaceutical Division.

[325]       Excluding Novartis’ products that are managed by, and reported for financial purposes within, Novartis’ Pharmaceutical Division,
Alcon Division, and Sandoz Division.

[326]       Consistent with these commitments, GSK will proactively facilitate and endeavour to procure the transfer of a specific Hold Separate
Manager to the Purchaser should the Purchaser so require. If that is not possible then GSK will source suitable alternative talent for the
Purchaser.

[327]       Excluding GSK’s consumer healthcare business in India and Nigeria, and products that are managed by, and reported for financial
purposes within，GSK’s Pharmaceutical Division.

[328]       Excluding Novartis’ products that are managed by, and reported for financial purposes within, Novartis’ Pharmaceutical Division,
Alcon Division, and Sandoz Division.

[329]       Consistent with these Commitments, GSK will proactively facilitate and endeavour to procure the transfer of a specific Hold Separate
      Manager to the Purchaser should the Purchaser so require. If that is not possible then GSK will source suitable alternative talent for the
      Purchaser.

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 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 informationýÚÛÝÝ