Document


CLAUSE		PAGE

1.	Definitions and interpretation	2
2.	Right to make off-market purchases of Ordinary Shares	5
3	Procedure for off-market purchases	6
4.	Off-Market Purchase Completion	7
5.	Termination	8
6.	Warranties/Undertakings	8
7.	Notices	9
8.	Entire agreement	10
9.	Stamp Duty	11
10.	Further assurances	11
11.	Assignment	11
12.	Counterparts	11
13.	Variation	11
14.	Third Party Rights	11
15.	Governing Law and Jurisdiction	12

(1)HALEON PLC, a public limited company incorporated in England with company number 13691224 whose registered office is at Building 5, First Floor, The Heights, Weybridge, Surrey, England KT13 0NY (the Company); and

(2)PFIZER INC., a corporation incorporated under the laws of Delaware whose registered office is at 66 Hudson Boulevard East, New York, New York 10001-2192 (Pfizer).

(B)The Company and Pfizer have agreed that the Company may make off-market purchases of Ordinary Shares from Pfizer (or its nominee(s)) in accordance with the Pfizer Buyback Resolution (as defined below).

(C)Such off-market purchases of Ordinary Shares may be made at such times and on such number of occasions as the Company and Pfizer may agree, including in conjunction with a Share Offering (as defined below).

(D)This Deed sets out the terms and conditions of any such off-market purchase referred to in Recital (B) and constitutes the contract required by section 694 of the Companies Act 2006 for such off-market purchases of its own shares by the Company.

(i)an amount equal to 105 per cent. of the average of the midmarket quotations for an Ordinary Share as derived from The Daily Official List of The London Stock Exchange for the

(ii)an amount equal to that stipulated by Commission-adopted Regulatory Technical Standards pursuant to Article 5(6) of the Market Abuse Regulation (2014/596/EU) as it forms part of the law of the United Kingdom by virtue of the European Union Withdrawal Act 2018 (it being acknowledged by the parties that for the purposes of an off-market purchase pursuant to this Deed, such amount shall be the Market Price immediately preceding the time at which the Ordinary Share is contracted to be purchased);

LR Shareholder Approval Requirement means any requirement of the Company under the provisions of the Listing Rules applicable to related party transactions from time to time to publish a shareholder circular and/or obtain shareholder approval in connection with any off-market purchase pursuant to this Deed, but shall not include the Shareholder Approval;

Off-Market Purchase Completion means completion of any off-market purchase of Ordinary Shares from Pfizer (or its nominee(s)) by the Company in accordance with Clause 4;

(a)in circumstances where a proposed off-market purchase (when aggregated with any other related party transactions (as such term is defined in the Listing Rules) entered into between the Company or any member of its corporate group and Pfizer (or an associate (as such term is defined in the Listing Rules) of Pfizer) within the previous 12 months and which has not been approved by the Company’s members) would trigger a LR Shareholder Approval Requirement, 4.99 per cent. of the Company’s issued ordinary share capital as at the date on which Ordinary Shares are contracted to be purchased pursuant to this Deed; or

(b)in circumstances where the proposed off-market purchase would not trigger a LR Shareholder Approval Requirement, 10 per cent. of the Company’s issued ordinary share capital as at the date on which Ordinary Shares are contracted to be purchased pursuant to this Deed;

Share Offering means any offer or sale of Ordinary Shares by Pfizer (or its nominee(s)) by way of or including, without limitation, an institutional placement and/or pursuant to a registered securities offering under the Securities Act of 1933, as amended, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements thereof, whether to persons located in the United Kingdom, United States and/or in any other jurisdiction excluding, for the avoidance of doubt, any sale of Ordinary Shares to the Company pursuant to this Deed;

Share Offering Price means, in respect of any Share Offering, the price at which each Ordinary Share is to be sold to the public in such Share Offering (as determined through a bookbuilding process or otherwise);

Time of Sale means the time and date on which the Company and Pfizer become bound to make an off-market purchase pursuant to this Deed, other than an off-market purchase in conjunction with a Share Offering; and

1.2.3References to a statutory provision include that provision as from time to time modified, supplemented, replaced or re-enacted so far as such modification, supplement, replacement or re-enactment applies or is capable of applying to any transactions entered into in accordance with this Deed.

1.2.6References to “the time at which Ordinary Shares are contracted to be purchased pursuant to this Deed” or “the date on which Ordinary Shares are contracted to be purchased pursuant to this Deed” or any similar formulation, shall mean (a) the time or date on which the Share Offering Price is agreed in the context of an off-market purchase in conjunction with a Share Offering (as applicable), and (b) in all other circumstances, the Time of Sale.

2.1Subject to and in accordance with the provisions of this Deed, the Company shall be entitled to make an off-market purchase of Ordinary Shares from Pfizer (or its nominee(s)), provided that:

2.1.2the proposed off-market purchase will, when aggregated with any other related party transactions (as such term is defined in the Listing Rules) entered into between the Company or any member of its corporate group and Pfizer (or an associate (as such term is defined in the Listing Rules) of Pfizer) within the previous 12 months and which has not been approved by the Company's members:

2.1.3the proposed off-market purchase will not result in more than the Relevant Volume Cap having been purchased from Pfizer (or its nominee(s)) pursuant to this Deed within the previous 12 months;

2.1.5the consideration payable by the Company to Pfizer (or its nominee(s)) for any proposed off-market purchase pursuant to this Deed expressed as a percentage of the Company’s market capitalisation at the date of such off-market purchase (the Consideration Percentage) will not (when aggregated with the Consideration Percentage for any other purchases by the Company from Pfizer (or its nominee(s)) pursuant to this Deed within the previous 12 months), exceed 4.99 per cent. in circumstances where a LR Shareholder Approval Requirement would be triggered; and

2.1.6written confirmation has been received from a sponsor in accordance with Listing Rule 11.1.10R(2)(b) (to the extent applicable and required).

2.2If an off-market purchase is made in conjunction with a Share Offering pursuant to Clause 3.2, then it shall also be a condition that the price payable by the Company to Pfizer (or its nominee(s)) for each Ordinary Share in Sterling shall be equal to the Share Offering Price applicable to the relevant Share Offering in conjunction with which the proposed off-market purchase is agreed, provided that such price is within the Approved Price Range.

(c)the time by which a counter-notification in accordance with Clause 3.1.2 must be received for the off-market purchase to be declined, which shall be no less than 24 hours (or such other time period as may be agreed between the relevant parties in writing) after receipt of such notice (the Counter-Notification Deadline).

3.1.2On receipt of any notification pursuant to Clause 3.1.1, Pfizer shall be bound to sell or procure the sale of, and the Company shall be bound to purchase, the number of Ordinary Shares specified in the notification given under Clause 3.1.1 at the Relevant Price in accordance with Clause 4, unless the party receiving the notification pursuant to Clause 3.1.1 (acting in its absolute discretion) provides to the other party a counter-notification by email and otherwise in accordance with Clause 7, by no later than the Counter-Notification Deadline, to decline to purchase or sell off-market (as the case may be), such number of Ordinary Shares on the terms specified in the notification given under Clause 3.1.1.

3.1.3If Pfizer or the Company provides a counter-notification to the other party pursuant to and in accordance with Clause 3.1.2, then no party shall have any obligation to purchase or sell (as the case may be) such Ordinary Shares as were specified in the notification given under Clause 3.1.1.

(a)the number of Ordinary Shares it wishes to purchase or sell, as the case may be (which may be expressed as such number of Ordinary Shares as would be as close as possible to a maximum aggregate price to be paid);

(c)the time by which a counter-notification in accordance with Clause 3.2.2 must be received for the off-market purchase to be declined, which shall be no less than 24 hours (or such other time period as may be agreed between the relevant parties in writing) after receipt of such notice (the Share Offering Counter-Notification Deadline); and

(d)the last possible date for completion of the Share Offering, which shall be no more than five business days (or such other time period as may be agreed between the relevant parties in writing) after receipt of such notice (the Longstop Date).

3.2.2On receipt of any notification pursuant to Clause 3.2.1, Pfizer shall be bound to sell or procure the sale of, and the Company shall be bound to purchase, the

number of Ordinary Shares specified in the notification given under Clause 3.2.1 at the Share Offering Price in accordance with Clause 4, unless (i) the party receiving the notification pursuant to Clause 3.2.1 (acting in its absolute discretion) provides to the other party a counter-notification by email and otherwise in accordance with Clause 7, by no later than the Share Offering Counter-Notification Deadline, to decline to purchase or sell off-market (as the case may be), such number of Ordinary Shares on the terms specified in the notification given under Clause 3.2.1; or (ii) the Share Offering has not completed by the Longstop Date.

3.2.3If Pfizer or the Company provides a counter-notification to the other party pursuant to and in accordance with Clause 3.2.2, then no party shall have any obligation to purchase or sell (as the case may be) such Ordinary Shares as were specified in the notification given under Clause 3.2.1.

3.3Subject to applicable law, each party shall provide the other party with a reasonable opportunity to comment on any references to any proposed off-market purchase in any announcement relating to such an off-market purchase.

4.1.1the Company (or its nominated broker(s), acting on its behalf) shall pay Pfizer (or its nominated broker(s), acting on its behalf) an amount equal to the product of (i) the number of Ordinary Shares that are the subject of the relevant off-market purchase; and (ii) the price payable for each Ordinary Share in accordance with Clause 2.1.4 or 2.2, as applicable; and

4.1.2Pfizer shall transfer (or procure the transfer by its nominated broker(s), acting on its behalf) to the Company (or its nominated broker(s), acting on its behalf) the Ordinary Shares the subject of the relevant off-market purchase.

(a)an Off-Market Purchase Completion shall take place at the same time as or as soon as reasonably practicable following settlement of the relevant Share Offering in conjunction with which the relevant off-market purchase is undertaken; and

(b)for the avoidance of doubt, an Off-Market Purchase Completion shall not occur (and the parties shall not be obliged to proceed with the relevant off-market purchase) unless settlement of the relevant Share

4.3If any condition in Clause 2 is not or ceases to be satisfied, or, in the case of an off-market purchase in conjunction with a Share Offering, the relevant Share Offering does not proceed to settlement, neither the Company (or its nominated broker(s), acting on its behalf) nor Pfizer (or its nominated broker(s), acting on its behalf) shall have any obligations to proceed with the relevant proposed off-market purchase or any claim against the other to require the other to proceed with the proposed off-market purchase.

5.1Subject to Clause 5.2, this Deed shall terminate with immediate effect and all rights and obligations of the parties under this Deed shall cease forthwith upon the earlier of:

5.1.2agreement in writing between the parties to terminate this Deed, provided that, if either party requests that this Deed be terminated, the other party shall not unreasonably withhold or delay its agreement.

5.2Termination of this Deed shall be without prejudice to the rights of either party that may have arisen prior to termination. The whole of this Clause 5 and Clauses 6 to 15 (inclusive) shall survive termination of this Deed.

6.1Pfizer warrants and undertakes to the Company that the following warranties will be true and not misleading (i) as at the date of each notification by the Company or Pfizer pursuant to Clause 3.1.1 or Clause 3.2.1, and (ii) as at the date of each Off-Market Purchase Completion:

6.1.1each of the Ordinary Shares that are the subject of the relevant off-market purchase is beneficially owned by Pfizer (or its nominee(s)) and Pfizer (or its nominee(s)) has the power and authority to sell or procure the sale of the Ordinary Shares that are the subject of the relevant off-market purchase, in each case free from all Encumbrances; and

6.2Each party hereby warrants and undertakes to the other that the following warranties will be true and not misleading (i) as at the date of each notification

6.2.1it has the power under its constitutional documents and has taken all necessary corporate action to enter into and perform its obligations under this Deed and to carry out the transactions contemplated by it in accordance with the terms of this Deed; and

6.3The Company hereby warrants and undertakes to Pfizer that, (i) as at the date of each notification by the Company or Pfizer pursuant to Clause 3.1.1 or 3.2.1, and (ii) as at the date of each Off-Market Purchase Completion: (a) the acquisition by it of any Ordinary Shares under and in accordance with this Deed is not prohibited or restricted by any applicable law or regulation and (b) it will at all relevant times comply with all laws, regulations, rules and corporate requirements applicable to it in connection with the acquisition by it of any Ordinary Shares under and in accordance with this Deed.

6.4Each party hereby undertakes that it will promptly notify the other party of any facts, matters or circumstances which would cause any of the warranties given by it pursuant to Clauses 6.1 to 6.3 (inclusive) to be untrue or misleading (i) as at the date of any notification by the Company or Pfizer pursuant to Clause 3.1.1 or 3.2.1, or (ii) as at the date of any Off-Market Purchase Completion.

7.1Any notice or other communication in connection with this Deed shall be in writing and shall be sufficiently given or served if delivered or sent:

7.2A copy of each notice delivered by email shall be sent by hand or post to the recipient in accordance with Clause 7.1, but failure to send such a copy shall not render any notice ineffective.

7.3Any such notice or other communication shall be delivered by hand, post or email. In the absence of evidence of earlier receipt, a notice or other communication is deemed given:

7.3.1if sent by email, when sent (provided that an email shall be deemed not to have been sent if the sender receives a delivery failure notification); or

7.4A party may change its notice details for the purposes of Clause 7.1 by notifying the other party of such change, provided that such notification shall only be effective on:

7.4.1the date specified in the notification as the date on which the change is to take place, being not less than five business days after the date of such notice; or

7.4.2if no date is specified or the date specified is less than five business days after the date on which notice is given, the date falling five business days after notice of any such change has been given.

The Deed contains the whole agreement between the parties in relation to the subject matter of this Deed to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Deed.

The Company shall pay (or, if applicable, reimburse) Pfizer and/or its nominee(s) (in each case only to the extent actually paid or otherwise borne by such person), all United Kingdom stamp duty or stamp duty reserve tax (and associated fines, penalties and interest) arising directly as a result of the purchase or repurchase of (or agreement to purchase or repurchase) Ordinary Shares by, or the transfer (or agreement to transfer) of Ordinary Shares to, the Company (or its nominated broker(s), acting on its behalf) as contemplated in this Deed; in each case other than:

(a)fines, penalties or interest payable as a result of any unreasonable delay or wilful default by Pfizer (or its nominee(s), as applicable) in accounting for the relevant stamp duty or stamp duty reserve tax; and

(b)for the avoidance of doubt, stamp duty or stamp duty reserve tax (and associated fines, interest and penalties) arising in respect of: (x) transfers of, or agreements to transfer, Ordinary Shares to persons other than the Company (or its nominated broker(s), acting on its

behalf); or (y) transfers of, or agreements to transfer, Ordinary Shares to any broker nominated by Pfizer for the purposes of the transactions contemplated by this Deed.

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Deed and the transactions contemplated by it.

Neither party to this Deed shall be permitted to assign, transfer or novate, or purport to assign, transfer or novate, all or any of its rights, benefits or obligations under this Deed to any other person without the prior written consent of the other party.

A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of or enjoy any benefit under, this Deed.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Each party submits to the exclusive jurisdiction of the English courts to settle any dispute which may arise out of or in connection with this Deed.


EXECUTED as a DEED by HALEON PLC acting by a director in the presence of the specified witness						Signed: /s/ Matthew Conacher Print name: Matthew Conacher Witness - Signed: /s/ Nicholas Ivory I confirm that the above named signatory has executed this document in my presence Print name: Nicholas Ivory


EXECUTED as a DEED by PFIZER INC. acting by BRIAN BYALA who, in accordance with the laws of the territory in which PFIZER INC. is incorporated, is acting under the authority of PFIZER INC.						/s/ Brian Byala Authorised signatory