![]() Novartis AG, a corporation (Aktiengesellschaft) registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland under numberĬHE-103.867.266 and whose registered office is at Basel Switzerland and whose address is LichtstraBasel ( Novartis) This Agreement is made on 22 April 2014, amended and restated on 29 May 2014, and as further amended and restated on 1 March 2015 Schedule 19 Novartis International AssigneesĪttachments 1 and 2 Management Presentations Schedule 14 Warranties given by the Purchaser under Clause 9.3 Schedule 13 Warranties given under Clause 9.1 Schedule 6 Shared Business Contracts, Transferred Contracts and Certain Other Businesses Schedule 1 Details of the Share Sellers, Shares etc. Relating to the Consumer Healthcare Joint Ventureįrance Business and the Netherlands Business GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED In witness whereof this Deed has been delivered on the date first stated above.Īnd further amended and restated on 1 March 2015 References in those Clauses to this Agreement are references to this Deed and references to party or parties are references to parties to this Deed. The provisions of Clauses 12, 15.3 to 15.6 and 15.14 to 15.18 of the Amended Agreement shall apply to this Deed as if set out in full in this Deed and as if Upon this Deed being entered into, the Amended Agreement shall supersede the Original Agreement in its entirety.Įach party represents and warrants that it has full power and authority to enter into this Deed and to perform its obligations under it. The amendment and restatement of the Original Agreement pursuant to clause 2.1 shall take effect from the Signing Date, as if the Amended Agreement had been entered In accordance with Clauses 15.5.3 and 15.6.1 of the Original Agreement, the parties agree that the Original Agreement shall be amended and restated as set out in the References to this Deed include the Schedule. The principles of interpretation set out in Clause 1 of the Original Agreement shall have effect as if set out in this Deed, save that references to thisĪgreement shall be construed as references to this Deed. Unless otherwise stated, terms defined in the Original Agreement shall have the same meaning in this Deed.Īgreement means the Original Agreement, as amended and restated in the form set out in the Schedule to this Deed and In this Deed, unless the context otherwise requires, the provisions of this clause 1 apply. The parties now wish to further amend and restate the Original Agreement, in the form of the Amended Agreement (as defined below). The CA was subsequently amended and restated on 29 May 2014 (the Original Agreement). The parties entered into the Contribution Agreement relating to the Consumer Healthcare Joint Venture on 22 April 2014 (the CA). Registered office is at 980 Great West Road, Brentford, Middlesex, TW8 9GS, United Kingdom (the Purchaser),Įach a party and together the parties. GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED (formerly LEO CONSTELLATION LIMITED), a private limited company incorporated in England and Wales whose GLAXOSMITHKLINE PLC, a public limited company incorporated in England and Wales whose registered office is at 980 Great West Road, Brentford, Middlesex, TW8 9GS, NOVARTIS AG, a corporation ( Aktiengesellschaft) incorporated in Switzerland whose registered office is at LichtstraBasel, Switzerland This Deed (the Deed) is made on 1 March 2015 between: Relating to the Consumer Healthcare Joint Venture, ![]()
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