68 6.05關於有權執行任何反壟斷法的任何政府實體，並領導與其進行的所有會議和交流；以及(Ii)任何個人或政府實體的任何訴訟，或任何人在任何法院或任何其他政府實體對買方提出的任何訴訟，包括在任何上訴中；但在任何情況下，上述規定均不應限制買方在本節6.05項下的義務。(D)買方不得，也不得促使其關聯公司訂立任何交易，或任何合同或其他協議，無論是口頭的還是書面的，以達成任何交易(包括任何合併或收購)，而這些交易可能會使交易變得更加困難，或增加所需的時間：(I)獲得任何反壟斷批准；(Ii)避免啟動尋求進入或解除任何禁令、臨時限制令或其他命令的訴訟，這些禁令、臨時限制令或其他命令將實質性推遲或阻止交易的完成；或(Iii)取得完成交易所需的任何其他政府實體的授權、同意、命令和批准。(E)在本協議簽訂之日起十五(15)個工作日內，賣方應促使資產轉讓關聯公司向國際保險業協會提交申請，尋求國際保險業協會的批准(“國際保險業協會申請”)。賣方應盡合理最大努力(I)迅速獲得國際保險業協會的批准，(Ii)使買方合理地瞭解國際保險業協會申請和國際保險業協會批准的進展情況。在交易結束前，賣方或其關聯公司應全額支付與IIA批准有關的所有IIA費用。第6.06節。進入。在與轉讓資產相關的範圍內，向買方、其會計師、法律顧問和其他代表提供與轉讓公司或轉讓資產有關的信息，並在買方可能合理地要求和賣方合理確定買方成功轉移業務所需的範圍內，向買方提供與轉讓公司或轉讓資產有關的信息(在每種情況下，不包括：(A)律師與客户之間的特權通信；(B)賣方或其任何關聯公司(轉讓公司除外)的賬簿、記錄和信息，或與賣方或其任何關聯公司(轉讓公司除外)相關的賬簿、記錄和信息，僅就轉讓資產、資產轉讓關聯公司或其各自業務而言，(C)構成商業祕密、敏感信息的任何信息，或在交易未完成時可能對轉讓公司或業務造成重大競爭損害的任何信息，或(D)為免生疑問，在適用法律禁止訪問此類賬簿、記錄或信息的情況下)；但(I)本第6.06款不應授權買方或其會計師、法律顧問或其他代表在未經賣方事先書面同意的情況下聯繫與受讓公司有業務往來的任何第三方或訪問任何該等第三方的財產、賬簿或記錄；(Ii)如果本第6.06款與第8.01條有任何衝突，則應以第8.01款為準，且賣方不應被要求在任何早於第8.01款規定的時間提供任何與僱傭有關的信息。買方將按照保密協議保密所有獲得的信息。第6.07節。公司間賬户和債務。除本協議另有規定外，賣方或其關聯公司(受讓公司除外)與受讓公司之間截至成交日期的所有與公司(而非商業)關係或服務有關的公司間賬户，應在成交日期或之前全額結清或由賣方選擇註銷，但僅限於法律允許的範圍內。第6.08節。來自附屬公司的服務。買方確認受讓公司目前從共享服務中獲得或受益。除根據附屬協議條款可能提供的服務外，買方進一步確認，所有該等共享服務將會停止，有關該等服務的任何協議將於截止日期終止，此後賣方及其聯屬公司就提供有關受讓公司的任何服務所負的唯一責任應如附屬協議所述。在交易結束後，買方及其關聯公司(包括被轉移公司)不應對任何共享服務承擔任何責任或義務，但附屬協議規定的範圍除外。第6.09節。資產轉讓。(A)賣方應，並應促使其適用關聯公司：(I)在交易結束前，將賣方及其關聯公司在(A)附表6.09(A)和(B)所列資產中的所有權利、所有權和權益轉讓給被轉讓公司，並交付給被轉讓公司；(B)在與業務相關的範圍內，轉讓每個已轉讓的混合合同，以及(Ii)轉讓任何美國。與此相關，受讓公司應承擔並承諾在到期時支付、履行和解除所有承擔的成交前合同債務。成交後，買方應促使受讓公司在到期時支付所有承擔的成交前合同債務，並及時補償賣方(或其任何關聯公司)履行受讓公司履行或代表受讓公司履行的任何成交前合同債務，而受讓人在行使該權利人的合法權利時不接受受讓人。(B)附表6.09(B)(I)所載的每一份合同，根據其條款，允許賣方或其關聯公司在未經任何交易對手同意的情況下，將賣方或其關聯公司在該合同項下的權利轉讓給受讓公司(在與業務有關的範圍內)，稱為“受讓混合合同”。就附表6.09(B)(Ii)所列的每一份合同而言，在本協議之日至截止日期期間，賣方應盡商業上合理的努力，取得適用的交易對手的同意，同意根據第6.09(A)條將賣方或其關聯公司在該合同項下的權利轉讓給受讓公司(在與業務有關的範圍內)；然而，(I)賣方或其任何70家關聯公司均不需要為任何此類同意支付任何代價或作出任何讓步，以及(Ii)在任何情況下，均不會因未能獲得任何此類同意而降低購買價或賣方或其關聯公司承擔任何責任。如在截止日期前就附表6.09(B)(Ii)所列任何合同獲得同意，則該合同應被視為轉讓混合合同。如未就附表6所列的任何合約取得上述同意。 買方和買方以色列子公司進一步同意，不得違反或視為違反本協議中包含的賣方的任何聲明、保證或契約，且不得因（x）未能獲得任何此類同意或替換而視為不滿足買方或買方以色列子公司完成交易的義務的任何條件;或（y）任何人或其代表因未能獲得任何同意或更換而提起或威脅提起的任何訴訟、訴訟、索賠、法律程序或調查。 (c)就第三條而言，賣方的陳述和保證應被視為如同附件6.09（a）和附件6.09（b）中規定的資產以及第6.09（a）（ii）條中規定的僱員已根據本第6.09條的規定於本協議簽訂之日轉移。具體而言，就第3.11條中規定的賣方陳述和保證而言，每份轉讓的混合合同應被視為一份實質性合同。 第6.10節。 賣方保留的材料。 儘管本協議有任何相反規定，買方承認並同意，以下所有內容仍為賣方的財產，買方或其任何關聯公司（包括交割後的被轉讓公司）應在其中擁有任何權益：（a）賣方、其任何關聯公司或代表編制或收到的與出售被轉讓公司和交易有關的所有記錄和報告，包括與轉讓公司或買方或其關聯公司相關的所有分析，以及（b）與轉讓公司或其任何部分的潛在買家簽訂的所有保密協議（前提是，在與轉讓公司或轉讓資產相關的範圍內，根據附件G所示的轉讓和承擔協議，在交割時，應將相關部分轉讓給買方;此外， 71 與被轉讓公司的潛在買家簽訂的所有此類保密協議的副本將在交割後立即提供給買方），以及從第三方收到的與此相關的所有投標、意向書和相關材料。 此外，賣方應有權在交割日之前保留與開展業務或轉讓資產有關的文件、材料和數據的副本。 第6.11節。Release.11不構成免除或放棄買方解除方根據本協議或任何附屬協議對受讓公司或賣方提出的任何權利、索賠或訴訟理由，為清楚起見，這些權利、索賠和訴訟理由不應包括“買方免除的索賠”。每一買方免責方(A)理解這是對在針對賣方免責方的任何訴訟、訴訟或其他程序中可能主張的任何性質的所有買方免責權的全部和最終的全面解除，並且(B)向賣方免責方陳述並保證：(I)它沒有自願或非自願地將任何買方免責權轉讓、轉讓或以其他方式轉讓，或聲稱轉讓、轉讓或以其他方式轉讓給任何人，以及(Ii)對任何買方免責權沒有留置權。買方和買方以色列子公司均承認，許多國家的法律實質上規定如下：“一般免除不適用於債權人在執行免除時不知道或懷疑其存在的債權，如果債權人知道這一點，必然會對其與債務人的和解產生重大影響。”買方和買方以色列子公司均承認，此類規定旨在保護個人不放棄其不知道存在或可能存在的索賠。儘管如此，買方和買方以色列子公司同意，自成交之日起，買方(代表買方免責方)應被視為放棄任何此類規定。買方和買方以色列子公司中的每一方，代表其自身和其他買方免責方，無條件且不可撤銷地約定，不直接或間接起訴，或在知情的情況下協助或起訴任何索賠、訴訟、訴訟或其他程序，或授權任何其他人開始或起訴任何索賠、訴訟、訴訟或其他程序

72或其他程序，就任何買方免責索賠向賣方免責各方提起訴訟。第6.12節。買方以色列子公司。買方應促使買方以色列子公司履行其在本協議項下的所有義務。第6.13節。富蘭克林保險公司。雙方確認，自本協議簽訂之日起，買方已獲得保險合同的活頁夾，且在簽訂本協議前已向賣方提供了一份完整而正確的副本。在交易結束前，買方應採取一切必要的行動，以獲得並約束保險保單，並應獲得並約束保單，保單中包含的條款和條件對買方的有利程度不得低於活頁夾中規定的條款和條件；但在任何情況下，保險合同應規定：(A)保險人不享有、且不得放棄、也不追究任何賣方受賠人的任何及所有代位求償權，欺詐索賠除外；(B)每名賣方受賠人應是該放棄的第三方受益人；及(C)保險成交後，未經賣方明確書面同意，買方不得以任何方式修改保險合同中對賣方受賠人不利的代位求償條款。買方應支付或安排支付與保險有關的所有費用和費用。買方不得以任何不利於賣方的方式修改、放棄或以其他方式修改保險條款。第七條成交後賣方與買方和買方以色列子公司，以及買方和買方以色列子公司各立契約並與賣方約定，在成交後開始的期間內：第7.01節。買方使用保留的名稱和商標。01(A)及其所有變體和縮寫，以及所有商標、服務標誌、域名、徽標、商號、商業外觀、公司名稱、社交媒體標識、句柄和標籤，以及包含、合併、基於或與前述任何內容(統稱為“保留名稱和商標”)相關的來源或商譽的其他標識，除非下文明確規定，否則轉讓公司使用保留名稱和商標的任何和所有權利將於交易結束時終止，並應立即歸還賣方及其關聯公司(轉讓公司除外)，以及與之相關的任何和所有商譽。買方和買方以色列子公司中的每一方進一步承認其沒有任何權利或利益，也沒有直接或間接地通過轉讓公司或以其他方式獲得使用保留的名稱和商標的任何權利或利益，除非本文明確規定。(B)賣方代表其本人及其附屬公司，特此向買方及其附屬公司(包括被轉讓公司)(統稱為“買方被許可人”)授予73份全球範圍內的、免版税、不可轉讓、不可獨家、不可撤銷的許可，允許其在緊接交易結束前經營的每一種情況下，僅按照以下方式使用保留的名稱和商標：(I)(X)包裝、標籤、使用説明和產品主體，或(Y)與製造、銷售、包裝、分銷、促銷、廣告、銷售、進口和出口，(A)在本合同日期或之前已成為銷售標的的任何產品，包括在本合同日期後製造的任何此類產品，以及(B)附表7所列的任何產品。01(B)在每一種情況下，以緊接截止日期之前在企業運營中使用的方式，在截止日期後四(4)年內；(Ii)設備、標誌、信箋、發票和其他實物文件和材料，在每一種情況下，都包含在截止日期後兩(2)年內被轉移公司以其存在和被轉讓公司使用的形式保留的名稱和標記(統稱為“現有股票”)(但根據第7.01(B)(Ii)條授予的許可證不適用於在截止日期後對現有股票進行的任何實質性修訂)；以及(Iii)儘管有前述第(I)和(Ii)款的規定，在截止日期後十二(12)個月內，所有互聯網域名、網站內容和其他互聯網或電子通信中的內容(如果該等網站或其他互聯網或電子通信的內容是前述第(I)或(Ii)款所涵蓋的內容的數字副本(例如掃描、照片)，並且保留的名稱和商標尚未從其中刪除，則第(I)或(Ii)款中規定的時間段應適用)。(C)買方被許可人對保留的名稱和商標的使用應遵守所有在截止日期前對保留的名稱和商標有效的通用風格和其他使用指南。買方被許可人可以將第7.01(B)節中授予買方被許可人的非排他性權利再許可給其授權分銷商、供應商、分包商和代表買方被許可人行事的經銷商，僅在業務繼續運營需要時，但不得在其他情況下。買方被許可人應對其再被許可人遵守第74節7.01(B)項下的義務負責，再被許可人的任何違約應被視為買方被許可人的違約。(D)在賣方提出要求後，買方應並應促使受讓公司迅速簽署所有轉讓、轉讓和其他文件，並在每種情況下采取賣方認為必要或適宜的所有步驟，以確認、完成或以其他方式證明或記錄賣方及其附屬公司(在交易結束後，受讓公司除外)對保留的名稱和商標的權利、所有權和權益，以及對保留的名稱和商標的控制，包括互聯網域名和社交媒體識別符、句柄和包含任何保留的名稱和商標的標籤。(E)本協議的任何條款均不允許買方、其關聯公司或在交易結束後被轉讓的公司在任何司法管轄區註冊或尋求註冊任何保留的名稱和商標。買方應確保受讓公司在交易結束後對保留的名稱和商標的所有使用，均符合本第7條的規定。使用保留的名稱和商標產生的任何和所有商譽，包括根據第7.01條產生的商譽，應僅惠及賣方及其關聯公司(受讓公司除外)。在任何情況下，買方不得使用保留的名稱和商標，也不得以任何可能損害或玷污賣方或其關聯公司(轉讓公司除外)的聲譽或與保留的名稱和商標相關的商譽的方式使用保留的名稱和商標。(F)在第7.01(B)(I)、(B)(Ii)和(B)(Iii)節規定的每個期限屆滿後，買方被許可人應停止並促使其再被許可人停止在第7節的情況下使用保留的名稱和商標。01(B)(一)和(B)(二)一年的淘汰期，允許買方被許可人使用和消耗現有庫存或使用保留的名稱和商標的產品。儘管有上述規定，買方被許可人不應被要求從市場上召回包含保留的名稱和標記的任何現有庫存，並應被允許保留包含保留的名稱和標記的現有庫存，以適用法律或政府實體保留或維護的命令為限，或以檔案目的保留或駐留在電子郵件平臺、檔案備份磁帶或類似存儲介質中，或根據買方被許可人的內部政策為檔案目的而保留(在此情況下，買方被許可人不得將此類材料用於檔案目的以外的任何目的)。(G)買方同意，賣方及其任何關聯公司均不對第三方因受讓公司在交易結束後使用任何保留的名稱和商標而引起的或與之相關的索賠承擔任何責任。除任何和所有其他可用的補救措施外，買方還應針對因受讓公司根據第7.01節的條款和條件使用保留的名稱和商標而可能產生的任何和所有此類索賠，為賣方受賠方辯護、賠償並使其不受損害，但保留的名稱和商標侵犯任何第三方的知識產權的索賠除外；或(Ii)買方或其任何附屬公司(包括交易結束後，受讓公司)違反或超出第7.01節允許的範圍。賣方應遭受不可彌補的損害，除賣方可獲得的任何其他補救措施外，(A)應有權獲得初步禁令、臨時限制令或其他同等救濟，以約束買方及其任何關聯公司(包括交易結束後的受讓方公司)不得違反或威脅違約，並且(B)不應被要求提供與任何該等禁令、命令或其他救濟相關的任何擔保或其他擔保。(H)儘管本協議有任何相反規定，買方或其任何關聯公司(包括在交易結束後，被轉移的公司)均無權出於任何目的使用，本協議中的任何內容不得被解釋為授予買方或其任何關聯公司(包括，在交易結束後，被轉移的公司)以任何方式使用賣方或其關聯公司的任何商標、服務標記、域名、社交媒體識別符、句柄和標籤、徽標和名稱，包括但不限於附表7.01(H)(統稱為，“排除商標”)。買方特此確認，賣方或其關聯公司(轉讓公司除外)保留對排除商標的所有權利、所有權和權益，轉讓公司使用排除商標的任何和所有權利將於交易結束時終止，並應立即歸還賣方及其關聯公司(轉讓公司除外)，以及與之相關的任何和所有商譽。第7.02節。賣方在過渡期內使用轉讓的公司知識產權。 第7.03節。訪問;合作。 (a)買方應允許賣方訪問買方或其關聯公司在交割前擁有的與業務開展有關的所有合同、賬簿、記錄和其他信息，適用法律禁止此類訪問的除外。 賣方應補償買方在提供此類訪問時發生的合理費用。 (b)交易完成後，買方應向賣方提供調任員工，以協助賣方編制和提交賣方的任何財務報表，並應在調任員工在交易完成前提供此類信息或此類協助的情況下與賣方合作。 (c)成交後，（i）賣方應向買方提供必要的信息，以允許買方實現和完善專利申請和註冊的轉讓，根據第2.01（a）和（ii）條，包含在所擁有知識產權中的商標和域名賣方應合理配合買方執行適當的文件，以實現賣方名下的自有知識產權的轉讓或讓與或其任何關聯公司，並刪除任何指定的被許可人或任何自有知識產權的註冊用户的任何記錄，如果買方要求，以及當地專利和商標局要求記錄自有知識產權的所有權變更，

76號財產。儘管有上述規定，在成交後及之前六(6)個月或任何專利、商標、版權或域名實際轉讓後，賣方及其聯營公司並無義務維持或更新其所擁有的知識產權中的任何專利、商標、版權或域名，但根據BWI引入許可協議及BWI退出許可協議的規定除外。第7.04節。保險。(A)除第7.04(B)節所述外，賣方或其關聯公司安排或維持的與轉讓公司和轉讓資產有關的所有保險單的承保範圍僅為賣方及其關聯公司的利益，而不是為了買方或在交易結束後轉讓的公司的利益。截止截止日期，買方同意自行安排有關受讓公司和受讓資產的保險單，涵蓋受讓公司和受讓資產在成交前後的所有時間段，並且，除第7.04(B)節所述外，買方同意不以任何方式尋求(並使受讓公司不尋求)從賣方或其關聯公司的任何保險單中獲益，這些保單可能為以任何方式與受讓公司或受讓資產相關的索賠提供保險。(B)自結算日期起及結束後，賣方應維持其現有(或類似全面的)董事及高級管理人員責任保險，並應促使其聯營公司維持現有的(或類似全面的)董事及高級管理人員責任保險，以便他們將繼續為在截止日期前任職的受讓公司董事及高級管理人員的利益，就該等人士以該等保單承保人士的身分在結算日期前的作為或不作為所產生的任何責任提供保障。第7.05節。第三方付款。雙方承認並同意在此類付款方面沒有抵銷權，如果任何交易文件下的任何其他問題存在爭議，一方不得扣留從第三方收到的資金，由另一方承擔。第7.06節。税務問題。(A)編制和提交納税申報表；繳税。(I)賣方應編制並提交，或安排編制及提交所有須由賣方或其任何聯屬公司就任何應課税期間(統稱為“賣方納税申報表”)的聯營、綜合、合併、單一或集合集團的報税表，或與以下事項有關的報税表：(A)於截止日期或之前到期(包括適用的延展)的受讓公司或受讓資產，或(B)受讓公司須包括在任何應課税期間內的聯營、綜合、合併、單一或綜合集團的報税表(或連同該等聯營、合併、合併、單一或綜合集團的報税表)。第(A)款中描述的賣方納税申報表和第(B)款中描述的受讓公司的形式申報表應在與以往慣例一致的基礎上編制，除非適用法律另有要求，更有可能的基礎是。77(Ii)買方應編制並及時提交或安排編制並及時提交關於受讓公司或受讓資產的所有報税表，或與受讓公司或受讓資產有關的所有報税表，其內容見第2.07節(“買方報税表”)，但賣方報税表或與轉讓税有關的報税表除外。除適用法律另有要求外，所有買方納税申報單應在與以往慣例一致的基礎上編制。買方應在提交任何買方納税申報單的截止日期(考慮到自動批准的任何適用延期)前至少三十(30)天，向賣方提交任何此類買方納税申報單的草稿，以供賣方審查和批准，同時還應提交一份聲明，説明根據第7.06(D)(I)節賣方應承擔的税額。除非法律另有要求，未經賣方事先書面同意，買方或其任何關聯公司(包括受讓公司)不得就受讓公司或受讓資產在關閉前税期或跨税期提交經修訂的納税申報單，或同意豁免或延長與税務有關的訴訟時效，同意不得無理拖延、扣留或附加條件。(Iii)賣方應及時支付或促使及時支付與第7.06(A)(I)節第(A)款所述任何賣方納税申報單相關的所有到期和應付税款。買方應及時支付或促使及時支付與任何買方納税申報單有關的所有到期和應付的税款；但賣方應至少在需要向適用的税務機關繳納相關税款的日期前兩(2)個工作日向買方支付根據第7.06(D)(I)節與提交買方納税申報單有關的賣方應負責的税額，但在確定當前負債中包括的任何税款除外。(B)結轉。在適用税法允許的範圍內，買方特此以其本人及其附屬公司的名義，在適用法律允許的範圍內，放棄在截止日期後截止的任何納税期間內結轉、使用或運用受讓公司的任何納税資產的權利，包括在截止日期後的任何納税期間內產生的受讓公司的任何淨資本損失、淨營業虧損、外國税收抵免、慈善捐款抵免或研發抵免。(C)退款。06(D)(Iv)。根據上述規定，如果賣方確定受讓公司有權提出或提出正式或非正式的退税要求(包括提交修改後的納税申報表)，賣方應有權要求買方促使受讓公司提出或提出此類正式或非正式的退税要求，78賣方應有權控制對該退款要求的起訴，費用由賣方承擔；但條件是：(I)賣方應至少在到期日前三十(30)天向買方提供一份退款申請副本，(Ii)買方應有十五(15)天的時間審查索賠，如果買方同意提交，則應提交或促使提交退款申請，同意提交的申請不得被無理推遲、扣留或附加條件。買方應合作，並促使其關聯公司和受讓公司就根據前述語句提出的任何退款要求進行合作，並應在收到(或變現)後五天內向賣方支付或促使受讓公司支付買方或其任何關聯公司(包括受讓公司)收到或實現的任何相關退款、信用、抵銷或其他類似利益的金額(包括利息)，但不包括買方或其關聯公司因獲得該等退款、信用、抵銷或其他類似利益而發生的任何未償還的合理成本。買賣雙方應按照第7.06(D)(Iii)節規定的原則，在跨税期內公平分配與受讓公司應佔税款有關的任何退款、抵免、抵銷或其他類似利益。為免生疑問，賣方無權享有任何退税、抵免、抵銷或其他類似利益，這些利益是由於將税項屬性從結賬後税期結轉到結賬前税期而產生的。買方有權獲得與結賬後納税期間有關的所有税款退還，賣方應及時支付賣方或其關聯公司(不包括受讓公司)在結清給買方後收到的任何此類退款。(D)税務賠償。06（a）㈢。就本第7.06條而言，“買方税法”是指（A）買方或其關聯公司違反（包括被轉讓公司）在本協議中的任何契約或協議，（B）根據聯邦、州，在任何結算前納税期內有效的當地或非美國税法（且任何此類選擇的費用應由買方單獨承擔），但在交易完成時有效的法律要求的任何此類選擇除外，包括《法典》第1313（a）條所指的決定的結果（或州、地方或非美國税法的任何類似規定），以及（C）在交割後的交割日在正常業務過程之外採取的任何其他行動;採用或變更任何與任何交割前納税期有關的税務會計方法或期間;提交任何與任何交割前納税期有關的被轉讓公司的任何經修訂的納税申報表;提交任何與任何交割前納税期有關的被轉讓公司在正常業務過程之外的任何納税申報表;自願披露被轉讓公司的税款或納税申報表，或自願就任何交割前納税期的被轉讓公司的税款或納税申報表與政府實體接洽;申請任何影響交割前納税期的税務裁定;同意延長或放棄時效期限 79 適用於與任何交割前納税期相關的任何税務索賠或評估;簽訂《法典》第7121條（或適用的州、地方或非美國的任何類似規定）所指的任何交割協議;儘管上述第(C)款中有任何相反規定，第(C)款中描述的行動不包括第(B)款中描述的選舉、本協議條款明確要求的任何行動或根據第7.06節預期或採取的任何行動。(Ii)買方及其聯屬公司(包括受讓公司)應賠償、辯護並使賣方及其聯屬公司免受所有(A)受讓公司或與受讓公司或受讓資產有關的税項責任，以及(B)受讓公司的轉讓税責任。(3)在任何跨界税期的情況下：(A)對轉讓的資產徵收的任何税項和被轉讓公司的定期税項，如果不是以關門前税期的收入或收入(例如財產税或從價税)為基礎的，應在關門前税期和關門後税期之間按比例分攤，比例與關門前税期天數與關門後税期天數的比例相同；及(B)除上文第7.06(D)(Iii)(A)節所述税項外，受讓公司在關閉前課税期間的税項，應按該課税期間於結束日營業結束時計算，但以時間為基礎作出的任何決定，例如折舊，應按日按比例計算。(Iv)賣方根據本條款第7.06(D)款支付賠償金的義務，應減去買方或其任何關聯公司(包括受讓公司)在截止日期後收到的與關閉前税期相關的任何退税金額，且在賣方因其他原因被要求支付適用的賠償金之日之前未匯給賣方。(V)第7.06(D)(I)條規定的賠償義務應在截止之日繼續存在，直至適用的訴訟時效(包括延期或豁免)到期後三十(30)天為止，且此後應失效，不再具有效力或效果。(E)税務競爭。關於與轉讓公司或轉讓資產的任何税項或納税申報表有關的任何税務程序(為免生疑問，不包括資產轉讓關聯公司納税申報表)任何關門前税期(不包括

80為免生疑問，任何賣方納税申報單(見第7.06(A)(I)(B)節所述)，賣方可自行決定(費用由賣方承擔)來控制該税務程序，並作出與該税務程序相關的所有決定(包括選擇律師)。在不限制前述規定的情況下，賣方可自行決定就任何税務訴訟與任何政府實體進行或放棄任何及所有行政上訴、訴訟、聽證和會議，並可自行決定支付適用的税務責任，並就該税務訴訟中的爭議税項提起訴訟或提出異議；然而，儘管本協議有任何相反規定，(A)買方及其自己選擇的律師有權參與該税務程序(包括出席任何會議並有合理機會就與爭議税種有關的任何書面通信發表意見)，(B)賣方應合理地向買方通報與該税務程序有關的所有實質性會議、通信和問題，以及(C)未經買方同意，賣方不得了結任何此類税務訴訟，或採取或不採取任何合理預期會損害買方或其關聯公司利益的行動(同意不得被無理扣留、附加條件或拖延)。如果賣方在收到本節第7款所述税務程序通知後三十(30)個工作日內未能履行義務。(Ii)除本協議另有規定外，買方僅應控制與受讓公司有關的任何結束後納税期間的所有税務訴訟，但無權控制與任何賣方納税申報單有關的任何税務訴訟。儘管本協議有任何相反規定，買方無權參與賣方或其任何關聯公司或資產轉讓關聯公司在任何課税期間所屬的關聯集團、合併集團、合併集團、單一集團或聚合集團的任何納税申報程序。(F)雜項；合作。(I)買方不應、不應允許任何關聯公司(包括被轉移公司)，並應確保其任何關聯公司(包括被轉移公司)不會在交易結束後的結算日採取任何行動，除非本協議明確要求或經賣方事先書面同意(同意不得被無理拒絕、附加條件或拖延)。(Ii)除第7.06節另有規定外，對於受讓公司，買方不得作出或更改任何可能導致第7.06(D)(I)節規定的賣方税務賠償義務的税收選擇，或減少賣方或其任何關聯公司的任何税收資產，除非適用法律要求這樣的選擇，在這種情況下，買方應在合理可行的情況下儘快通知賣方。買方、賣方及其各自的關聯公司(包括受讓公司)應簽署並交付必要的授權書和其他文件，以實現第7.06(E)(I)節的意圖。買方應在適用税期結束後120天內，準備或安排受讓公司準備所有必要的税務工作文件準備包，以使賣方能夠準備或安排準備賣方有義務準備或安排準備的關於任何關閉前税期或跨税期的所有納税申報單。即使本協議有任何相反規定，賣方(或其任何關聯公司)或買方(或其任何關聯公司)不需要向對方提供賣方(或其任何關聯公司)或買方(或其任何關聯公司)所屬的任何合併、合併、統一或類似納税申報單的副本，或以其他方式披露其內容。(Iv)即使本章程有任何相反規定，任何及所有税務事宜的任何索償均應僅根據第7.06條提出，而有關程序應完全受第7.06條所管限，且不受第X條的規定所管限；但第10條除外。01、10.07、10.08和10.09應適用於此類索賠和與之有關的程序。就第10.07節、第10.08節和第10.09節而言，(A)根據第7.06節有權獲得賠償的一方應為受賠方，以及(B)根據第7.06節有賠償義務的一方應為賠方。(V)在截止日期或截止日期之前，賣方應向買方交付自2017年1月1日以來與被轉移公司有關的所有形式納税申報單的副本(包括賣方的任何合併的聯邦所得税申報單或任何類似的合併、合併、附屬或單一州所得税申報單(或其任何部分))。第7.07節。附屬協議。於成交時，買賣雙方應訂立、簽署及交付(A)實質上以附件D(“過渡服務協議”)的形式訂立、簽署及交付的過渡服務協議(“過渡服務協議”)及(B)實質上以附件E(“過渡製造協議”)的形式交付的過渡製造協議。此外，在成交時，買方應基本上按照附件F(“許可證擔保”)所附的形式訂立、簽署和交付擔保。82第7.08節。更換賣方擔保。在交易結束時或之前，買方應盡商業上合理的努力(賣方應真誠合理地與買方合作)，以促使賣方或其任何關聯公司(受讓公司除外)向受讓公司提供的擔保、信用證和其他擔保在同等基礎上更換附表7.08所列的擔保、信用證和其他擔保(“信貸支持項目”)；但如果任何信用支持項目在交易結束時仍未更換生效，買方應在交易結束後立即採取商業上合理的努力及時更換該信用支持項目，並應賠償賣方及其關聯公司與該信用支持項目相關或由此產生的任何和所有損害(包括賣方或其關聯公司為維護該信用支持項目而產生的所有自付費用和開支)，並使賣方及其關聯公司不受損害。第7.09節。保密協議。(A)買方承認，根據保密協議的條款，向其及其關聯公司及其各自代表提供的與交易完成相關的信息應被視為信息(定義見保密協議)。 (b)自交割日起十（10）年內，賣方應並應促使其關聯公司對與買方有關或僅與轉讓公司、轉讓資產或承擔的債務有關的所有機密或專有信息、知識和數據保密，不得向任何人披露。除非此類信息的任何披露（i）經買方書面授權，（ii）就執行與本協議或任何其他交易文件或交易有關的任何權利或補救措施而作出，或（iii）法律要求（只要在法律允許和可行的範圍內，賣方向買方提供有關此類披露的合理事先通知，並提供合理的機會對此類披露提出異議，如果在沒有保護令或收到本協議項下的棄權書的情況下，賣方在律師的建議下被迫披露任何此類信息，賣方可以披露此類信息，前提是，但是，賣方應盡商業上合理努力，應買方的合理要求，並在買方承擔費用的情況下，獲得對該部分信息進行保密處理的訂單或其他保證）; 83 前提是此類保密義務不應延伸至以下信息、知識和數據：（i）現在或以後因賣方或其關聯公司的過錯或披露而公開的信息、知識和數據，（ii）從有權披露此類信息的第三方合法獲得的信息、知識和數據，前提是就賣方所知，對提供信息的一方有義務對此類信息保密，或（iii）由賣方或其關聯公司獨立開發或為賣方或其關聯公司獨立開發，但未受益於或無法訪問此類信息、知識或數據。10.對某些應付款的責任。關於營運資金中包含的“間接應付帳款”，賣方應在到期時向適用的接收方支付該等款項，買方應在賣方或其關聯公司付款後立即(無論如何在15天內)向適用的收款人支付該等款項。第7.11節。某些產品註冊。成交時，賣方應並應促使其關聯公司將附表7.11中規定的產品登記轉讓、轉讓並交付給受讓公司。交易結束後，賣方應立即將所有此類產品登記的副本轉讓、轉讓並交付給受讓公司，並應促使其關聯公司將其轉讓、轉讓和交付給受讓公司。就第三條而言，賣方的陳述和保證應被視為與附表7所列產品登記相同。自本協議生效之日起，已根據本第7.11節的規定轉讓了11份。第7.12節。保證。(A)根據第2.03(C)款的規定，在截止日期後長達十八(18)個月的時間內，如果買方或賣方中的任何一方意識到任何轉讓的資產尚未轉讓給買方或其關聯公司，或任何被排除的資產已轉讓給買方或其關聯公司，則應迅速通知另一方，雙方應在合理可行的情況下儘快確保此類財產轉讓給：(I)買方以色列子公司，由買方承擔費用，並經任何必要的第三方事先同意或批准。對於在成交時未轉讓的任何已轉讓資產，或(Ii)賣方或資產轉讓關聯公司，如在成交時已轉讓的任何除外資產。(B)在成交後，如果賣方或其任何關聯公司在第6.09條規定的轉讓混合合同下的應收賬款轉讓後收到任何款項，而該款項原本是轉讓公司的財產，則賣方或該關聯公司應立即將該金額匯入或安排匯入轉讓公司的營運賬户(電匯指示應由買方以書面形式交付給賣方)。在交易結束後，如果受讓公司收到與附表6.09(B)(I)或附表6.09(B)(Ii)所列任何合同有關的任何款項，而根據本協議的條款，該等款項並非受讓公司的財產，則買方應促使受讓公司迅速將該筆款項匯入賣方的營運賬户(賣方應將電匯指示以書面形式交付買方)。09，[賣方應迅速將該發票交付給受讓公司，或應促使該發票迅速交付受讓公司。第7.13節。大宗轉移法。買方和買方以色列子公司均承認賣方和資產轉移關聯公司沒有、也不打算採取任何必要的行動，以遵守任何適用的大宗銷售或大宗轉讓法律或任何司法管轄區的類似法律。買方和買方以色列子公司特此聲明，賣方和資產轉移關聯公司不遵守與交易相關的任何大宗銷售或大宗轉讓法律或任何司法管轄區的類似法律的規定。第7.14節。其他交易事項。賣方和買方中的每一方應並應促使其每一關聯公司遵守附表7.14中規定的適用義務。第7.15節。某些與TMA相關的合同。(A)在過渡製造協議終止或期滿後，賣方應在合理可行的範圍內儘快將賣方及其關聯公司轉讓、轉讓和交付給受讓公司，賣方及其關聯公司在受讓的TMA相關合同中、在與業務相關的範圍內的所有權利、所有權和權益均應在合理可行的範圍內儘快轉讓，並應促使其相關關聯公司轉讓、轉讓和交付給受讓公司。與此相關，買方應促使受讓公司承擔並承諾在到期時支付、履行和解除與受讓的TMA相關合同有關的所有已承擔的成交後合同責任。(B)對於附表7.15所列的每份合同，如果根據其條款，不允許賣方或其關聯公司在未經交易對手同意的情況下將賣方或其關聯公司在該合同下與業務有關的權利轉讓給受讓公司，賣方應不遲於過渡製造協議到期前十八(18)個月的日期，協助介紹(X)買方或受讓公司指定的聯繫人到(Y)該合同對手方的適當聯絡點，以協助買方在過渡製造協議到期後採購替代合同的替代安排。儘管有上述規定，賣方根據本第7.15條承擔的義務在任何情況下都不應要求賣方或其任何關聯公司支付任何代價、作出任何讓步或採取任何額外行動，而不是就買方採購此類替代安排提供便利。85第八條僱員第8.01節。員工福利很重要。(A)自本協議簽訂之日起至截止日期止，買方在向本公司任何員工分發任何與員工福利、成交後僱傭條款或其他方面有關的通訊之前，應與賣方協商並徵得賣方同意。買方應提前向賣方提供所有此類通信的副本，並提供合理的機會對所有此類通信進行評論。從本協議之日起至成交日為止，買賣雙方同意合作：(I)在不遲於本協議之日起30個工作日內製定一份溝通計劃，以便向本公司員工傳達關於本第8.01條所述交易和行動的細節，包括第8.01(F)條(“溝通計劃”)所規定的僱傭要約；以及(Ii)在成交日前定期更新溝通計劃；但為免生疑問，買方根據通信計劃分發給本公司任何員工的任何通信仍應遵守本第8.01(A)節的前兩句話。自本協議之日起及之後，買賣雙方應合作處理受讓公司或資產轉讓附屬公司與任何非僱員服務提供商之間的任何合同。01(B)載有截至本協議日期的身份號碼、僱用日期、職位、地點、基本工資、工資率、加班分類(例如，豁免或非豁免)、加班費、獎金和銷售激勵目標、目標股權贈款、股權參與率、任何現有或未決的工人補償福利、病假權利、年假權利和應計比率、事先通知權利、遣散費/解僱費、旅行權利(例如，旅行津貼/汽車津貼/租車安排/汽車維修津貼)、2023年福利選舉、預計2024年員工繳費增加，並根據賣方確定為企業員工的每個個人的第8.01(N)節規定提供的信息，以及關於資產轉移關聯公司的企業員工的養老金/公積金/教育基金繳費，包括僱主/員工繳費比率和此類繳費的工資基礎，以及該員工是否受1963年《以色列遣散費支付法》(“第14節安排”)第14節安排的約束(如果該員工受第14節安排的約束，表明這種安排是否從僱員開始受僱之日起以其全部工資為基礎適用於該僱員)；但條件是，此類清單應包括非美國國家的姓名。美國的商業僱員。賣方應在截止日期前定期更新此類信息，以反映新員工、缺勤、離職、薪酬變動和任何其他重大變化，還應包括應計和未使用的病假權利，並向買方提供此類更新清單和信息的副本。(C)截至截止日期，賣方或其附屬公司批准休假的每一名企業僱員(包括預備役86人、短期傷殘或工人補償)或根據適用法律不得終止僱用的每一名僱員，在本文中被稱為“非在職僱員”。賣方及其關聯公司應確保每個非在職員工在緊接交易結束前受僱於被轉移公司以外的其他實體。買方應根據第8.01節的條款和條件，在每一名不工作的員工返回賣方及其附屬公司工作後的最早可行日期，或在允許終止僱用該不工作的員工的法律情況完成後，向該不工作的員工提供就業機會；但對於正在批准休假的員工，該員工應在關閉日期後180天內或適用法律要求的時間(即使超過180天)內重返工作崗位。賣方應及時將任何此類休假的發生和結束通知買方。如果任何非在職員工在截止日期的第二天或之後成為轉崗員工，則本條第VIII條中的所有提法均指(I)截止日期或截止日期(除本第8條外)。M，當地時間，在該個人成為調動員工之日。(D)附表8.01(D)所列業務的僱員在此稱為“過渡僱員”。賣方及其關聯公司應確保賣方或其關聯公司在交易結束後可能僱用的每個過渡員工(如附表8.01(D)所述，在交易結束後可能僱用的任何過渡員工除外)應在緊接交易結束前受僱於被轉移公司以外的實體。買方應在過渡服務協議或過渡製造協議下的適用過渡服務結束時(或在買方和賣方共同商定的其他時間)(適用於每個過渡員工的日期，“過渡結束日期”)，按照與第8.01節一致的條款和條件向每個過渡員工提供就業機會，並應僱用接受該僱用提議的每個此類過渡員工。關於此類過渡員工的續行期(定義見下文)應與根據過渡服務協議或過渡製造協議提供適用過渡服務的時間段同時進行，因此，對於每個過渡員工，如果過渡結束日期發生在截止日期的兩(2)週年之後，則繼續期限不得超過過渡結束日期。賣方及其關聯公司應在過渡服務期內與過渡員工簽訂留用激勵協議，該協議應由買方審查和協商；此外，儘管有上述規定，買方及其關聯公司根據第8.01(J)節或第8.01(M)節(視情況而定)提供遣散費的義務應在(I)續行期結束和(Ii)過渡員工開始受僱於買方及其關聯公司後三(3)個月終止。賣方及其關聯公司在未與買方真誠協商的情況下，不得解僱任何過渡員工，除非是出於(賣方善意確定的)原因，並應盡商業上合理的努力替換在過渡結束日期前終止僱傭的任何過渡員工，並應就任何此類替換與買方真誠協商。任何這樣的替代員工都應被視為“過渡期員工”。如任何過渡僱員於截止日期翌日或之後轉為87歲以下僱員，則本條第VIII條對(I)截止日期或截止日期(除第8.01(D)節及下文有關續期定義而言除外)的所有提法，應被視為指該人士成為被調任僱員的日期的前一天，或在適用法律的規限下容許調任的日期；及(Ii)轉職時間應被視為指該人士成為被調任僱員當日的當地時間上午12：01。(E)關於美國對於本業務的非美國僱員，賣方及其關聯公司應盡商業上的合理努力，就終止與賣方及其關聯公司的僱傭關係的截止日期向賣方及其關聯公司發出三十(30)天的通知(或根據該業務員工的僱傭協議要求的更長的通知期)，並可向該等業務員工支付適用的通知期的“代通知期”。(F)在成交日期之前，在法律允許的範圍內，賣方或其適用的關聯公司將終止僱用該企業的每一名非美國僱員，該終止自成交日期起生效，或在成交後的該日期，即適用法律允許的最早日期。買方或其一家關聯公司將向(I)每個非美國人提供就業機會。根據本協議第8.01(C)節的規定，(I)非非在職員工的非在職員工在當地時間上午12：01生效，且(Ii)根據本協議第8.01(C)節的規定，每位非在職員工將在截止日期(“轉崗時間”)生效。對於不是非活躍員工的非美國公司員工，(X)賣方及其關聯公司應至少在交易結束前十五(15)天向該等非美國業務員工提供終止通知，(Y)買方及其關聯公司將在賣方及其關聯公司向非美國業務員工提供終止通知後，在合理可行的情況下儘快提供此類報價，在任何情況下，至少在交易結束前十五(15)天。根據本條款第8.01(F)款提供的條件應(I)在相同或附近的地理工作地點提供與截止日期相當的職位，(Ii)對於企業的非美國僱員，不應被視為減損其僱傭條款，並應在轉移時間之前為每個被調動的僱員提供不低於適用於買方以色列子公司的優惠的僱傭條件，(Iii)對於企業的美國僱員，足以避免適用法律下的任何遣散費義務，賣方員工福利計劃或適用的合同，以及(Iv)在其他方面遵守適用法律(包括補償和福利方面的法律)。(G)賣方及其關聯公司應向調動的員工支付工資、累計假期以及，除非第8條明確規定。第8.01(N)條、第8.01(O)條或第8.01(P)條，截至截止日期，所有其他到期和賺取的工資和其他補償。交易結束後，每一名調任員工將有資格享受買方及其附屬公司的帶薪休假或休假，其應計比率不低於應計比率。]88賣方或其關聯公司的此類調動員工的費率在緊接交易結束前有效。(H)

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(I)對於美國調動的僱員，在該調動的僱員受僱於買方或其附屬公司期間，直至截止日期的兩週年(“持續期間”，對於任何非美國調動的僱員，應包括適用法律可能要求的較長的期間)，買方或其附屬公司：(I)應向每名該等調動的僱員提供(A)總額不低於現金補償總額的現金補償，包括基本工資、工資率、獎金和銷售獎勵補償目標，在每種情況下，在緊接附表8.01(B)所載的調動時間之前，就每名調動的僱員所列明的；但是，如果基本工資或工資率不能降低，(B)買方及其附屬公司根據適用於買方及其附屬公司類似職位的員工的資格和其他條款和條件(為免生疑問，可能不包括某些美國調動員工的參與)提供的激勵股權計劃，以及(C)員工福利(包括健康和福利福利，但不包括固定福利退休福利、退休人員醫療、退休人員人壽保險福利和其他非實質性的員工福利計劃和安排)。01（j）。 在確定買方及其關聯公司是否履行了第8.01（i）條規定的義務時，不應考慮向被轉讓員工提供的任何整體補償的價值。 本協議中的任何規定均不得解釋為要求買方或其任何關聯公司在交割日後的任何時期內繼續僱用任何美國外派員工或任何非美國外派員工。 (j)關於U。在繼續期間內，買方或其關聯公司應向每一名經歷合格解僱的此類調動員工提供遣散費福利，這些福利不低於(I)適用於在緊接截止日期之前提出索賠的該調動僱員的遣散費或解僱福利，以及(Ii)買方在該調動僱員被解僱之日根據買方的遣散費計劃、計劃、政策或慣例(無論是合同的還是其他的)提供的遣散費或解僱福利中的較佳者。此類遣散費福利應受制於被調動的員工執行而不是撤銷所有有利於買方、賣方及其附屬公司和關聯方的與僱傭有關的合理、慣常的索賠。調動員工應至少有二十一(21)天(或適用法律要求的較長時間)來審查和考慮釋放。此發佈要求和流程稱為“發佈要求”。(K)關於美國(L)不遲於截止日期，買方應自費建立或促使建立適用於美國調動員工的所有必要的退休、員工福利和員工福利計劃。自調任時起生效，每名調任員工將不再是賣方及其關聯公司的員工，也不再作為在職員工參加任何業務員工福利計劃(任何假定的福利計劃除外)。賣方應或應促使其附屬公司負責所有(I)醫療、視力、牙科和處方藥索賠任何美國調動僱員或其家屬發生的費用，(Ii)任何美國調動僱員產生的短期和長期殘疾收入福利的索賠，以及(Iii)任何美國調動僱員在調動時間之前發生的團體生活、旅行和事故以及意外死亡和肢解保險福利的索賠。買方應或應促使其附屬公司負責所有(A)醫療、視力、牙科和處方藥索賠，(B)任何美國調任員工產生的短期和長期殘疾收入福利索賠，(C)任何美國調任員工在調任時間或之後發生的團體人壽、旅行和事故以及意外死亡和肢解保險福利索賠。除對工人補償福利的任何索賠外，就本協議而言，下列索賠和責任應被視為已發生：(1)醫療、視力、牙科和/或處方藥福利(包括醫院費用)，在提供包含此類福利的服務、材料或用品時；(2)在導致此類福利的死亡、疾病、傷害或事故時，產生短期和長期傷殘、生命、意外死亡和肢解以及商務旅行事故保險福利。賣方及其附屬公司應對任何美國調動員工在調動時間之前發生的所有工人補償福利索賠負責。買方及其附屬公司應對任何美國調動員工在調動時間當日或之後發生的所有工人補償福利索賠負責。對工人補償福利的索賠應被視為在引起索賠的事件(“工人補償事件”)發生時發生。(M)儘管本第8.01節有任何其他相反的規定，對於每一名非美國調任員工，在繼續期間，買方或其關聯公司應向該員工提供(I)個別不低於適用法律要求的僱用條款和條件(包括資歷和其他服務積分)，並且不低於賣方及其關聯公司在緊接轉移時間之前提供的條款和條件，以及(Ii)金額(以及在適用法律要求的範圍內，包括固定福利養老金福利在內的類型，在適用的情況下)補償和福利(包括遣散費和股權補償福利)，個別不低於適用法律的要求，總體上不低於賣方及其關聯公司在緊接轉讓時間之前提供的優惠。為免生疑問，買方可根據前款規定，通過提供現金支付或其他利益代替股權補償利益來履行其義務(除非適用法律另有要求)。在確定買方及其關聯公司是否履行了本第8.01(M)節規定的義務時，不應考慮提供給非美國調動員工的任何補償的價值。(N)對於在緊接轉移時間之前的轉移員工的每個此類未歸屬的LTI獎勵，買方應在實際可行的情況下儘快(但在任何情況下不得晚於轉移時間之後的十(10)個工作日)向該轉移員工提供全額補償。對於任何未歸屬的LTI獎勵，“整體補償”是指一種或多種類型的補償，可以是基於現金或基於股權、既有或未歸屬的補償，為調動的員工提供(I)至少等於適用的未歸屬LTI獎勵的價值的總經濟價值，以及(Ii)在每種情況下均不低於適用的未歸屬LTI獎勵的歸屬、支付和終止條款和時間表。就前一句第(I)款而言，(A)以限制性股票或限制性股票單位的形式授予的任何未歸屬LTI獎勵的價值，應以緊接轉讓時間前一個營業日收盤時母普通股的交易價格確定；(B)以股票期權的形式，應根據股票期權的內在價值(即價差價值)確定，該股票期權的內在價值(即價差價值)應基於適用的行權價格與緊接轉讓時間前一個交易日收盤時母普通股的交易價格之間的差額；以及(C)未獲授予但已包括在“未歸屬LTI獎勵”定義第(Ii)款中的獎勵應等於目標值。如果適用，買方或其關聯公司還應及時支付在終止合同時既得且未支付的任何此類調動員工的補償。賣方應在附表8.01(B)中包括賣方預期為附表8.01(B)中列出的未歸屬LTI獎勵的企業員工持有的所有長期激勵獎勵，包括(X)歸屬時間表和(Y)適用持有人的退休資格日期，並且賣方應在轉移時間之前更新附表8.01(B)的適用部分，以反映長期激勵獎勵的授予、歸屬和沒收。(O)賣方及其關聯公司應根據適用的賣方獎金計劃的條款，向每一名調動員工支付2023年根據賣方或其關聯公司參與的激勵薪酬計劃賺取的激勵性薪酬(每個，即“賣方獎金計劃”)。第01(B)款)，乘以(B)分數，其分子為自2024年1月1日起至轉移時間之日止的天數，其分母為366，加上(2)前一條第(1)款所述數額的僱主部分就業税。這一節第八節。01(O)不適用於過渡期員工，賣方及其附屬公司應負責向過渡期員工提供獎金，包括根據第8.01(D)節的規定，從2024年1月1日開始的一年。本第8.01(O)節中的前述規則不適用於根據賣方及其關聯公司的任何銷售激勵安排(“賣方銷售計劃”)支付的款項。賣方或其關聯公司應按照賣方銷售計劃的條款，按照賣方銷售計劃的條款，支付截止日期到期並賺取的所有款項。(P)買方應承擔和履行所有義務，包括按照合同條款向被調任員工付款，或安排其關聯公司承擔和履行所有義務，根據(I)賣方或其關聯公司與在如常保留協議項下的所有付款清償之前成為調任員工的賣方或其關聯公司與成為調任員工的每項業務照常保留協議(如附表3.17(B)中的定義)，以及(Ii)在結算前根據賣方銷售差額政策做出的每項銷售差額獎勵，該員工在本協議日期是賣方銷售差額計劃的參與者且成為調任員工。(Q)如果本企業的任何員工需要工作許可或就業許可或其他法律或法規批准才能受僱於買方或其關聯公司，買方應並應促使其關聯公司盡其商業上合理的努力，使任何該等許可、通過或其他批准(如果適用)與買方的名稱掛鈎，並在截止日期前生效。 在某種程度上，賣方使該僱員的服務，

92如果買方可以通過員工借調或類似安排獲得業務，買方應負責該個人在服務期內的補償和福利的經濟成本(包括報銷該業務員工發生的任何費用、欠第三方的所有適用費用、税金和其他金額以及所有適用的社會保險或國民保險繳費)，直至獲得適用的工作許可為止。(R)在轉移時間之前至少兩(2)周，在適用法律允許的範圍內，賣方應向買方及其關聯公司提供適用法律要求提供給買方及其關聯公司的每一名被轉移員工的所有僱用記錄的副本，或根據買方在轉移時間建立工資系統或員工福利計劃所需的副本。買方應按照適用法律的規定，在規定的時間內保存所有此類記錄。除適用法律禁止的情況外，賣方應被允許保留此類僱傭記錄的副本。買方及其關聯公司應確保所有此類記錄僅用於與該調動員工的僱用有關的用途，並應對此類僱用記錄保密；但買方及其附屬公司應賠償賣方及其附屬公司因使用此類僱用記錄而引起的任何法定、普通法或其他索賠，而非用於僱用、補償或解僱相關目的，並使其不受任何損害。(T)僅當結算髮生在2024年1月1日或之後時，買賣雙方同意關於醫療靈活支出報銷賬户的以下條款和條件。關於美國調任員工，買方和賣方同意促進將醫療靈活支出報銷賬户從賣方的第125條計劃剝離到買方的第125條計劃，買方應履行並持續到截止日期發生的日曆年末，即賣方第125條計劃下的每一名美國調動員工就緊接結賬前有效的醫療靈活支出報銷賬户所做的選擇。在結賬日期之後，賣方應儘快安排將在結賬日期發生的年度內，美國轉崗員工在結賬前對醫療靈活支出報銷賬户的累計繳款總額超過該年度結賬前向轉崗員工支付的總報銷金額，從賣方的第125條計劃轉移到買方的第125條計劃。美國調任員工應被視為從賣方計劃年度開始持續參與，截止日期在買方計劃年度的剩餘時間，他們現有的減薪選擇應考慮到買方計劃年度的剩餘時間，好像是在買方的健康彈性支出賬户下進行的。買方的健康彈性支出賬户應報銷因美國而發生的醫療費用。在賣方計劃年度內的任何時間(包括截止日期之前發生的索賠)，最多不超過此類調動員工選擇的金額，並減去賣方健康靈活支出93賬户先前報銷的金額。如果截至截止日期，在發生截止日期的計劃年度，在賣方健康靈活支出賬户項下向這些美國調動員工報銷的金額超過了該計劃年度美國調動員工對賣方健康靈活支出賬户的繳費金額，則在該計劃年度的最後一天，買方應向賣方支付一筆金額，最高為每名該美國調動員工的超額部分，該金額是在發生截止日期的計劃年度的截止日期之後從該調動員工那裏收到的繳費金額。本第8.01(T)節應以與修訂規則一致的方式解釋和執行。2002-32,2002-C.B.1069(2002年6月6日)(U)本協議中包含的關於企業任何員工的條款僅為本協議雙方的利益而包含，不得在任何其他人中產生任何權利，包括企業的任何員工(或任何前述條款的受撫養人或受益人)。本協議中的任何內容不得被視為對向本公司任何員工提供福利的任何計劃的修改。第九條終止第9.01條。買方終止合同。本協議可由買方終止：(A)在本協議結束前的任何時間，如果(I)賣方在任何實質性方面未能遵守本協議中包含的任何賣方契諾或協議，或(Ii)本協議中包含的賣方的任何一項或多項陳述或保證在訂立時應被證明在任何重大方面不準確，並且在第(I)和(Ii)款的情況下，這種不遵守或不準確(A)如果發生或持續到結束日期，第5.01(A)節或第5.01(B)節(以適用為準)中規定的條件失效，以及(B)賣方或其關聯公司在(1)外部日期和(2)賣方收到買方書面通知後第20個工作日之前尚未治癒或無法治癒；但只要賣方正在盡其商業上合理的努力糾正任何此類違約行為，則第20個工作日應延長(至外部日期)；(B)在關閉前的任何時間，如果存在最終且不可上訴的關閉法律障礙；或(C)如果關閉不應發生在外部日期或之前；但是，如果終止時買方或買方以色列子公司均未實質性違反本協議所包含的任何陳述、保證、契諾或協議，買方才可根據前述(A)、(B)或(C)款終止本協議。第9.02節。賣方終止。02（a）或第5.02（b）條（如適用），且（B）在（1）外部日期和（2）買方收到賣方書面通知後第20個營業日（以較早者為準）之前，買方或其關聯公司尚未或無法補救;但該第20個營業日應延長（截至外部日期）只要買方和買方以色列子公司（如適用）正在盡其商業上合理的努力糾正任何此類違約行為;（b）在交割前的任何時間，如果存在最終且不可上訴的交割法律障礙;或 (c)如果交割未在外部日期或之前發生; 但是，如果在終止時，賣方沒有嚴重違反本協議中包含的任何陳述、保證、契約或協議，則賣方只能根據上述第（a）、（b）或（c）條終止本協議。 第9.03節。終止的效果。 如果本協議根據第九條終止，則本協議將失效，不再具有任何效力，本協議的任何一方均不承擔任何責任（或其各自的任何前任、現任或未來的普通或有限合夥人、股東、經理、成員、董事、高級職員、關聯公司或代理人），除非本協議第9.03條、第6.04條和第7.09（a）條以及第Xi條的規定在本協議終止後繼續有效;然而，前提是，本協議的任何規定均不得免除任何一方對任何其他方因任何欺詐行為而招致或遭受的損害賠償的責任，故意不當行為或故意違反本協議中包含的任何約定。 第十條 第10.01節.生存。本協議中包含的任何陳述和保證都不能保留到交易結束後，除欺詐索賠外，任何一方不得就任何此類陳述和擔保中的任何違反或不準確而向另一方提出索賠。本協議第6.01、6.02、6.07、6.09、6.10和第8.01(E)-(F)節中包含的契約或協議應在結束後十二(12)個月內繼續有效。本協議中包含的條款規定在截止日期後履行的契諾或協議應在截止日期後繼續有效，直至完全履行為止，如果期限較短，則直至此類協議和契諾中規定的承諾期限屆滿為止。第10.02條。由賣方賠償。在交易完成後，賣方應賠償買方及其董事、高級管理人員、僱員、關聯公司、代理人和代表(統稱為“買方受賠方”)，使其免受買方受賠方可能招致或遭受的任何或所有損害，只要該等損害是由以下原因引起或導致的：(A)賣方違反本協議中的任何約定或協議，或(B)特定事項。儘管損害賠償要求可能屬於本條款10.02中的多個類別，但買方受賠人只能追回此類損害賠償一次。買方應採取，並應促使其他買方受賠方採取一切商業上合理的步驟，以減輕任何損害，在意識到任何合理預期或確實會導致損害的事件時。本節10.02不適用於因税收引起或作為結果的損害賠償。 第10.03節。買方賠償。 除第7.01（g）、7.06（d）、7.08、8.01（l）和8.01（s）條規定的賠償外，自交割後，買方應賠償賣方及其董事、高級職員、僱員、關聯公司、代理人和代表，並使其免受損害（共同地，賣方受償人（以下簡稱“賣方受償人”）因以下原因可能招致或遭受的任何及所有損害賠償：違反買方或買方以色列子公司在本協議中訂立的任何契約或協議，或（ii）任何承擔的責任。 儘管損害賠償索賠可能屬於本第10.03條規定的多個類別，但賣方受償人僅可一次性獲得此類損害賠償。 賣方應採取，並應促使其他賣方受償人採取所有商業上合理的措施，以減輕任何損害，一旦意識到任何事件，合理預期會或確實會導致任何損害。 本第10.03條不適用於因税收而產生或導致的損害賠償。 第10.04節。責任限制。 儘管本協議中有任何相反規定，（a）賣方在第10.02條項下的最高賠償責任總額不得超過購買價格，（b）如果買方受償人已通過第2條項下的預估預付購買價格調整獲得賠償，則賣方對任何其他可賠償損害不承擔任何責任。除非或有損害成為受補償方的實際損害並且是到期和應支付的，否則任何一方都不承擔任何責任；(D)如果受補償方未能根據本協議和適用法律減輕此類損害，則任何一方均不對任何損害負責。第10.05條。索賠。任何聲稱有權根據本條款第X條獲得賠償的買方或賣方受賠方(“受賠方”)應立即向另一方(“受賠方”)發出書面通知，説明本合同項下索賠(“索賠”)所依據的每一事項、訴訟、訴訟理由、索賠、要求、事實或其他情況。對於每一項索賠，此類通知應包含當時可合理獲得的事實和信息，包括估計的損害金額和根據本合同進行賠償的具體依據。未能及時通知本合同項下的索賠，不影響賠償方在本合同項下的義務，除非賠償方因此而受到損害。第10.06條。訴訟的抗辯。(A)獲彌償一方須準許彌償一方自行選擇並支付費用，以完全抗辯任何第三者提出的任何訴訟、訴訟、法律程序、申索、要求或評估，而該等訴訟、訴訟、法律程序、申索、要求或評估是任何申索的基礎，並有完全權限進行該等抗辯及和解或以其他方式處置該等申索，而受彌償一方將全力配合該等抗辯；但該彌償一方不會為任何該等訴訟、訴訟、法律程序、申索、要求或評估作出抗辯，

96除非得到受補償方的同意(同意不會被無理拒絕)，否則同意作出任何判決或達成任何和解(I)規定除支付金錢損害賠償金以外的任何救濟和/或(Ii)不包括第三方索賠人無條件免除受補償方的所有法律責任。在通知被補償方選擇承擔該訴訟、訴訟、法律程序、索賠、要求或評估的抗辯後，補償方只對被補償方承擔應補償方的要求隨後因抗辯而產生的法律或其他費用。對於第三方訴訟、索賠、要求或評估，被補償方不選擇控制答辯，被補償方將向被補償方提供參與此類辯護的機會，費用由其承擔，並在解決或以其他方式處置任何此類之前與補償方協商。未經補償方事先同意，被補償方不得解決任何索賠，這種同意不得被無理拒絕。買方可聘請單獨的協理律師，費用由買方承擔，並參與(但不控制)任何特定事項的辯護。未經賣方事先同意，買方不得(或允許其任何關聯公司，包括被轉移公司)就任何此類訴訟、訴訟、法律程序、索賠、要求或評估達成和解，或向第三方支付任何款項或以其他方式妥協，不得無理拒絕此類同意。第10.07條。限制性、排他性、不可重複回收。除非被補償方在第10.01節規定的索賠日期之前向補償方發出了關於該索賠的書面通知，否則不得提出索賠或具有任何效力。本條款第X條和第7.01(G)、7.06(D)、7.08、8.01(L)、8.01(S)和第11.03(B)節規定了一方當事人可以在成交後和成交後主張和補救與交易有關的任何性質的索賠的唯一手段(與最終預付款確定有關的爭議除外，應受第二節條款的約束)。05)，包括違反本協議中包含的任何陳述、保證、約定或協議。第11.09節規定了一方可以根據本協議或就本協議對另一方提起訴訟的唯一手段。自成交之日起生效，每一方特此放棄並解除其對另一方(或其任何關聯公司)可能就因本協議引起或與之相關或與轉讓的股份、轉讓的公司或轉讓的資產有關的事項而採取的任何其他補救或索賠，但本協議的任何限制不適用於(A)本協議所述的強制令救濟或具體履行的救濟97；(B)在欺詐的情況下，各方應享有法律或衡平法上可用的所有救濟；(C)根據其各自條款預期在截止日期後履行的契諾；及(D)任何附屬協定另有明文規定。對於本協議項下產生的任何損害，買方同意僅向賣方尋求此類損害，買方特此放棄向賣方的任何關聯公司或賣方的任何董事、高管或員工(或其任何關聯公司)尋求損害賠償或公平補救措施的權利。儘管本協議有任何其他相反的規定，但在任何情況下，任何受補償方均無權根據第X條或第7.06(D)條就任何事項獲得賠償，只要該事項已反映在根據第2.05條對預購價格(如果有)的調整計算中。第10.08條。損害賠償金的計算。第06(D)款)應扣除(A)受賠方根據任何第三方的任何賠償或與任何第三方達成的任何賠償協議而實際追回的任何金額，以及(B)實際收到的作為對該等損害的抵銷的任何保險收益(包括根據R&W保險單)。受賠方應盡商業上合理的努力，追回任何此類賠償或保險收益(包括根據保險條款)，而不考慮受賠方是否已根據本合同就此類損害獲得賠償。在不限制前述規定的情況下，如果理所當然地預期保險保單將根據其條款，就買方受賠方也有權根據第10.02節(或在任何和所有税務事項的情況下，在第7.06(D)節中)從賣方獲得賠償的任何損害提供保險，則買方受賠方將盡商業上合理的努力對保險保單提出索賠，並隨後尋求賠償。如果買方被賠付者(在根據R&W保險單實施保留後)就其已從賣方獲得賠償的R&W保險單下的索賠獲得任何金額的追回，買方被賠付者應在收到根據R&W保險單支付的款項後兩(2)周內迅速向賣方支付該金額，減去買方被賠付者在追回該金額時發生的任何費用和開支。除第X條另有規定外(或就任何和所有税務事項而言，在第7節中另有規定。第06(D)條)，如果受補償方隨後從第三方(包括根據R&W保險單)獲得賠償，而受補償方已根據本條款X對其進行賠償的任何金額(或在任何和所有税務事項的情況下，根據第7.06(D)條)，則該受補償方應立即將所收回的金額支付給補償方(在從中扣除其購買此類賠償所產生的全部費用後)，但不得超過彌償一方以前就該等事宜向受彌償一方或代受彌償一方支付的任何款額。第10.09條。賠償款項的税務處理。本協議項下的任何賠償款項應被視為出於税收目的對購買價格的調整，除非根據適用的税法沒有合理的依據。第98條xi《雜項》第11.01條。免責聲明。在本協議結束前的任何時間，本協議各方可通過雙方簽署的書面協議，(A)延長本協議任何一方履行本協議規定的任何義務的時間，或全部或部分放棄履行本協議規定的任何義務，(B)放棄本協議任何一方的任何陳述、保證或陳述中的任何不準確之處，或(C)放棄本協議中包含的任何條件或遵守本協議中包含的任何約定。本協議任何一方未能或延遲行使本協議項下的任何權利、權力或特權，均不得視為放棄該等權利、權力或特權，亦不得因單次或部分行使該等權利、權力或特權而妨礙任何其他或進一步行使或行使任何其他權利、權力或特權。第11.02節。修改和修訂。第11.03條。可轉讓性、受益人、適用法律和具體執行。(A)本協議及本協議項下的權利和義務僅對本協議各方、其各自的繼承人和經允許的受讓人的利益具有約束力，但未經本協議其他各方明確的書面同意，本協議的任何一方不得轉讓本協議，而其他各方不得無理拒絕本協議；但在未經上述同意的情況下，買方或賣方均可將其在本協議下的權利和義務分別轉讓給(I)買方或賣方的關聯公司，(Ii)將買方或賣方的全部或幾乎全部業務的出售或轉讓(以合併、股票銷售或其他方式)分別轉讓給第三方，或(Iii)如附表11所規定。03(A)；此外，(X)根據前述第(I)或(Iii)款進行的轉讓不應解除出讓方在本協議項下的義務，以及(Y)如果買方進行任何轉讓，則為清楚起見，此類轉讓應遵守第6.05(D)節。除本協議明確規定(包括第6.11、10.02和10.03節)外，本協議各方及其各自的繼承人和允許受讓人以外的任何人，在本協議項下或因本協議而享有的任何權利或救濟，均不在本協議之列。本協定應受紐約州法律管轄，不涉及該州的法律選擇原則。(B)雙方同意，如果本協議的任何規定沒有按照其特定條款履行或以其他方式被違反，將會發生不可彌補的損害，雙方將在法律上得不到任何適當的補救。因此，雙方同意，各方有權獲得一項或多項禁令，以防止違反本協議，並有權在沒有實際損害證明的情況下具體執行本協議的條款和規定，這是任何一方在法律或衡平法上有權獲得的任何其他補救措施的補充。每一方進一步同意：(I)本合同的任何其他一方或任何其他人不需要獲得、提供或張貼任何與第11.03條所述的任何補救措施相關的或作為獲得第11.03條所述任何補救措施的條件的任何擔保或類似文書，且本合同的每一方均不可撤銷地放棄其可能要求99獲得、提供或張貼任何此類擔保或類似文書的任何權利，並且(Ii)它不會反對授予此類補救措施。第11.04節。通知。jnj.com 一份複印件（不構成通知）： Covington & Burling LLP紐約時報大廈620 Eighth Avenue New York，NY 10018收件人：J. D。温伯格 Kyle Rabe電子郵件：jweinberg@cov.com krabe@cov.com 如果發送給買方或買方以色列子公司，則發送給： Integra LifeSciences Holdings Corporation 1100 Campus Road Princeton，NJ 08540收件人：Eric Schwartz Andrea Caruso電子郵件：eric. integralife.com andrea. integralife.com，並將副本發送至（不構成通知）： Morgan，Lewis & Bockius LLP 1701 Market Street Philadelphia，PA 19103收件人：Benjamin R.威爾斯·康納·F. Larkin電子郵件：Benjamin. morganlewis.com Conor. morganlewis.com 或至任何一方此後以類似通知指定的其他地址。

100第11.05節。標題。本協議中包含的條款和章節標題僅供參考，不以任何方式影響本協議的含義和解釋。第11.06條。對應者。本協議可一式兩份或兩份以上籤署，每份應視為正本，所有副本均應視為構成同一協議。如果任何簽名是以可移植文檔格式(“PDF”)通過電子郵件交付的，則該簽名應產生簽約方(或代表其簽署該簽名)具有同等效力和效力的有效且具有約束力的義務，如同該PDF簽名是其原件一樣。第11.07條。整個協議。本協議連同在此明確規定和/或隨附的附件、證物和附表，以及與本協議相關的其他協議和證書，包括保密協議，在符合本協議第7.09條的前提下，包含雙方之間關於交易的完整協議，並取代雙方之間所有先前的協議或諒解。在簽署本協定之前，雙方進行了多次對話，包括初步討論、正式談判和在用餐和社交場合的非正式對話，併產生了信函和其他書面材料，雙方在信中討論了作為本協定主題的交易及其成功的願望。在這種對話和寫作中，代表當事各方的個人可能表達了他們對當事各方的意圖、能力和做法的判斷和信念，並可能預測了未來的事件。 然而，也認識到所有商業交易都包含風險因素，交易也是如此，通常的商業慣例是將締約方的法律義務僅限於對其交易至關重要的承諾和陳述，以便為其各自的未來權利和補救措施提供確定性。 因此，除雙方簽訂的保密協議外，交易文件旨在規定雙方在法律上可強制執行的承諾和陳述的全部範圍，任何一方均不打算在此類協議中明確規定任何承諾或陳述（無論是書面還是口頭）具有法律約束力。雙方均承認，在決定簽訂本協議和其他交易文件並完成擬在此進行的交易時，除本協議或其中明確規定的聲明或陳述外，任何一方均未依賴任何書面或口頭陳述或陳述。第11.08節。支付費用。除本協議另有規定外，與本協議和交易相關的所有成本和開支，包括法律顧問和會計師的費用，應由發生此類費用的一方承擔。第11.09條。同意司法管轄權；放棄。(A)所有因本協定引起或與本協定有關的訴訟和法律程序，應由紐約南區美國地區法院(及其任何上訴法院)專門審理和裁定。(B)對於本協議項下的任何爭議，本協議的每一方均放棄由陪審團對任何爭議進行審判的權利。(C)對於本協議項下的任何爭議，本協議的每一方均放棄對本協議另一方(或本協議另一方的任何附屬公司)的任何懲罰性或懲罰性損害賠償的要求，但法院有權裁決管轄法規規定的任何救濟(不言而喻，本放棄不包括對可能施加或以其他方式引起的向第三方支付的懲罰性或懲罰性損害賠償的任何賠償權利)。(D)就本協議項下的任何爭議而言，本協議的每一方均放棄對另一方的任何預先判決利益的要求。第11.10條。某些條文的存續。本協議的條款載於第6.04、7.09(A)和9節。03和xi條款，以及因違反這些條款而採取的任何補救措施，在本協議終止後繼續有效。第11.11條。履行義務。任何一方在本協議項下對任何另一方的任何義務，如由該方的關聯方履行、履行或履行，應被視為已由該方履行、履行或履行。第11.12條。可分割性。本協議雙方的願望和意圖是，在尋求執行的每個司法管轄區的法律允許的範圍內，最大限度地執行本協議的規定。因此，如果本協議的任何特定條款將被確定為無效或不可執行，則該條款將被視為修訂，以從中刪除被確定為無效或不可執行的部分，此類刪除適用於該無效或不可執行的範圍，而不以任何方式影響本協議的其餘條款，僅涉及此類條款在作出此類決定的特定司法管轄區的實施。第11.13條。有特權的事情。(A)本協議雙方承認並同意，Covington&Burling LLP(“交易律師”)在本協議的談判和完成本協議預期的交易的過程中擔任賣方及其關聯公司(包括受讓公司)的法律顧問。(B)買方同意並同意在成交後代表賣方及其關聯公司的交易律師，包括賣方及其關聯公司的利益可能直接損害買方及其關聯公司利益的糾紛，即使交易律師可能曾在與任何此類爭議重大相關的事項上代表轉讓公司，或可能正在為轉讓公司或其任何關聯公司處理正在進行的事務。買方還同意交易律師和賣方及其關聯公司使用與上述第11.13(A)節所述陳述相關的已知或獲取的任何信息的任何此類陳述。(C)就上述事宜而言，買方不可撤銷地放棄因(I)交易律師先前代表受讓公司及(Ii)交易律師在成交前及成交後代表賣方及其聯屬公司而產生或與之相關的任何利益衝突。(D)在符合第11.13(E)條的規定下，買方和賣方一方面承認並同意，與在交易結束前已經或將要為以下雙方的利益提供的法律諮詢或服務有關或產生的信息：(I)賣方及其附屬公司(受讓公司除外)和(Ii)受讓公司應享有賣方及其附屬公司(受讓公司除外)和受讓公司之間的共同特權，賣方及該等聯屬公司及受讓公司在任何法律下均有平等權利主張與特權信息有關的所有該等共享特權，且在(A)賣方或其聯屬公司未經買方或受讓公司事先書面同意或(B)受讓公司、買方或其任何關聯公司未經賣方事先書面同意的情況下完成交易後，不得放棄該等共享特權。(E)買方本身及代表其董事、股東、成員、合夥人、高級職員、僱員及聯營公司確認並同意，所有交易通訊將由賣方及其聯營公司(受讓公司除外)集體保留、擁有及控制，交易完成後，買方或受讓公司不得向買方或受讓公司提出索償要求，即使該等通訊由受讓公司所有。所有享有律師-客户特權或律師工作產品特權的交易通信(“特權交易通信”)在成交後仍應享有特權，特權僅屬於賣方，而不屬於買方或買方的任何關聯公司。如果在交易完成後，買方或受讓公司103被任何第三方要求(例如與訴訟有關)訪問或獲取任何特權交易通信，買方應(或應促使受讓公司)迅速(在任何情況下，在三個工作日內)以書面形式通知賣方(包括特別參考第11.13(F)條)。買方還同意使用(並促使受讓公司使用)商業上合理的努力來協助賣方防止向第三方披露任何特權交易通信。(G)買方同意其不會以任何方式訪問、使用或尋求獲取交易通信。為推進上述規定，在交易結束前，賣方、受讓公司或其各自的任何關聯公司或代表可採取行動，防止受讓公司(或任何異地備份或其他設施)進入或移出任何交易通信，包括隔離、加密、複製、刪除、刪除、擦除、導出或以其他方式佔有任何交易通信。如果交易完成後，買方或受讓公司仍可訪問任何交易通信，買方同意其或其任何關聯公司或代表均不會出於任何目的嘗試訪問、查看或使用任何交易通信。

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茲證明，本協議雙方已於上文所述日期正式簽署。愛思康股份有限公司作者：S/席琳·馬丁姓名：席琳·馬丁職稱：公司集團董事長/S/簡·德·維特姓名：簡·德·維特職稱：總裁兼首席執行官INCELA生命科學以色列有限公司作者：S/傑弗裏·摩斯布魯克姓名：傑弗裏·摩斯布魯克標題：董事

40 Transferred Company is a party with respect to IP Rights. True and complete (except as redacted) copies of all Licensed IP Contracts have been made available in the Data Room. Subject to the Enforceability Exceptions, each Licensed IP Contract is valid, binding and in full force and effect with respect to the Transferred Company and, to the knowledge of Seller, the other party thereto. The Transferred Company is not in material default under any Licensed IP Contract and to the knowledge of Seller, as of the date of this Agreement, none of the other parties to any Licensed IP Contract is in material default thereunder, and no event has occurred, and, to the knowledge of Seller, no circumstance or condition exists, that would reasonably be expected to (with or without notice or lapse of time) (A) result in a material violation of any material provision of any Licensed IP Contract or (B) give any Person the right to accelerate the maturity or performance of any Licensed IP Contract, or to cancel, terminate or modify any Licensed IP Contract. The Transferred Company is, and to the knowledge of Seller, all other parties are, in material compliance with all terms of all Licensed IP Contracts. The Transferred Company has not waived any material right under any Licensed IP Contract. The performance of the Licensed IP Contracts will not result in any failure by the Transferred Company to comply with any Law. (c) Except as set forth on Schedule 3.12(c), (i) the Transferred Company is (A) the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Property (except for Jointly Owned Intellectual Property) and (B) a joint owner of all right, title and interest in and to all Jointly Owned Intellectual Property, free and clear of all Liens and otherwise possesses the right to use such IP Rights in the manner in which it has been used in the conduct of the Business as conducted as of the date hereof and (ii) Asset Transferring Affiliate is (A) the sole and exclusive owner of all right, title and interest in and to all Licensor Patent Rights and all Licensed Trade Secrets (each as defined in the BWI In- License Agreement) and (B) a joint owner of all right, title and interest in and to all Joint Patent Rights (as defined in the BWI In-License Agreement), free and clear of all Liens and otherwise possesses the right to use such IP Rights in the manner in which it has been used in the conduct of the Business as conducted as of the date hereof. (d) (i) The Transferred Company has taken commercially reasonable measures to protect its rights in the Owned Intellectual Property and material Licensed Intellectual Property used in the Products and any other IP Rights owned by third parties and in the Transferred Company’s possession, including requiring: (A) all Persons having access to Trade Secrets related to the Business (including any Trade Secrets owned by any Person to whom the Transferred Company has a confidentiality obligation) to execute written non- disclosure agreements or are otherwise bound in writing by confidentiality obligations; and (B) all Persons who have created, invented, developed or contributed to Owned Intellectual Property to presently assign and transfer ownership of all rights, title and interests in and to such IP Rights to the Transferred Company by written agreement or through operation of law; (ii) Asset Transferring Affiliate has taken commercially reasonable measures to protect its rights in the BWI Licensed IP and any other IP Rights owned by third parties and in Asset Transferring Affiliate’s possession relating to the Business, including requiring: all Persons having access to Trade Secrets related to the Business (including any Trade Secrets owned by any Person to whom Asset Transferring Affiliate has a confidentiality obligation) to execute written non-disclosure agreements or are otherwise bound in writing by confidentiality obligations. To the knowledge of Seller, all Persons referred to in clauses (d)(i) and (d)(ii) of this Section 3.12(d) are in compliance with such agreements, and there has been no violation 41 of any confidentiality or assignment agreement relating to the Owned Intellectual Property or BWI Licensed IP, as applicable, nor any unauthorized disclosure of any Trade Secrets that constitute Owned Intellectual Property or BWI Licensed IP. (e) Except as set forth on Schedule 3.12(e)(i), and except as would not reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business, neither the use of the Owned Intellectual Property or the use of the BWI Licensed IP in each case as used in the operation of the Business as operated as of the date hereof, nor the operation of the Business as operated as of the date hereof, including the products or services, currently or within the six (6) years prior to the date of this Agreement, developed, manufactured, sold, distributed, provided, shipped or licensed by the Transferred Company, or which are currently under development, in each case related to the operation of the Business as operated as of the date hereof, infringes, dilutes, misappropriates, or otherwise violates and has not infringed, diluted, misappropriated or otherwise violated the IP Rights of any third party. Except as set forth on Schedule 3.12(e)(ii), and except as would not reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business, there are no adverse third party actions or claims (e.g., injunctions, judgments, orders, decrees, rulings, charges, cancellations, oppositions, patent interferences, reissues, re-examinations, demands, investigations) pending against the Transferred Company or Asset Transferring Affiliate by any Person in any court, arbitration or by or before any Governmental Entity that challenge the legality, validity, enforceability, effectiveness, use or ownership of any Owned Intellectual Property or BWI Licensed IP, and, within the six (6) years prior to the date of this Agreement, neither the Transferred Company, Asset Transferring Affiliate nor any of their Affiliates has received any written adverse third party allegations, alleging that the Transferred Company or Asset Transferring Affiliate has infringed, diluted, misappropriated or otherwise violated or, by conducting the Business as currently conducted or as contemplated to be conducted, would infringe, dilute, misappropriate or otherwise violate, any IP Rights of a third party, nor, to the knowledge of Seller, is there any basis for any such claim. Buyer and Buyer Israeli Subsidiary acknowledge and agree that the representations and warranties set forth in this Section 3.12(e) are the only representations and warranties Seller makes in this Agreement with respect to any activity by the Transferred Company that constitutes or may constitute infringement or misappropriation of any IP Rights. (f) To the knowledge of Seller, no Person, within the six (6) years prior to the date of this Agreement, has violated, infringed, diluted, or misappropriated, or is violating, infringing, diluting, or misappropriating, in any material respect, the Owned Intellectual Property or the BWI Licensed IP. Except as set forth on Schedule 3.12(f), there are no claims pending or threatened by the Transferred Company, Seller or any of its Affiliates against any Person, nor has Seller or any of its Affiliates sent any written notice to any Person, alleging any actual or potential infringement, dilution, misappropriation or other unauthorized use of Owned Intellectual Property or BWI Licensed IP. (g) To the knowledge of Seller, (i) the Transferred Company has not distributed any Open Source Software with any Owned Intellectual Property in a manner that would obligate the Transferred Company to disclose or distribute any Software included in the Owned Intellectual Property, in source code form or license or otherwise make available any such Software on a royalty-free basis and (ii) Asset Transferring Affiliate has not 42 distributed any Open Source Software with any BWI Licensed IP in a manner that would obligate Asset Transferring Affiliate to disclose or distribute any Software included in the BWI Licensed IP, in source code form or license or otherwise make available any such Software on a royalty-free basis. (h) Neither the execution, delivery or performance of this Agreement or the other Transaction Documents or any other agreements referred to herein or therein, nor the consummation of the transactions contemplated by this Agreement or the other Transaction Documents will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) the loss or impairment of or payment of any additional amounts with respect to the Owned Intellectual Property or material Licensed Intellectual Property, excluding any Off-the-Shelf Software, as applicable; (ii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any Owned Intellectual Property or Licensed Intellectual Property, as applicable; (iii) by the terms of any Contract, reduce any royalties or other payments the Transferred Company would otherwise be entitled to with respect to any Owned Intellectual Property or Licensed Intellectual Property, as applicable; or (iv) except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business (excluding any IIA Fees, if applicable) or otherwise materially impair the operation of the Business, require the consent of any other Person in respect of the Transferred Company’s right to own or use any Owned Intellectual Property or Licensed Intellectual Property, as applicable, as owned, used or held for use in the conduct of the Business prior to the date hereof. All Owned Intellectual Property owned or used by the Transferred Company immediately prior to the date hereof will be owned or available for use (as applicable) by the Transferred Company on identical terms and conditions immediately after the Closing Date, and, to the knowledge of Seller, the Transferred Company owns, licenses or otherwise possesses the right to use all IP Rights (or, upon Closing, such IP Rights will be readily available, as in the case of Off-the-Shelf Software) that are necessary for the conduct of the Business of the Transferred Company as conducted as of the date hereof. (i) All material Owned Intellectual Property and all BWI Licensed IP was (i) developed by current or former employees of Seller or an Affiliate of Seller, or Asset Transferring Affiliate, as applicable, within the scope of their employment; or (ii) developed by current or former independent contractors, in each case, who have entered into valid and binding agreements with Seller or an Affiliate of Seller, or Asset Transferring Affiliate, as applicable, assigning the right, title and interest in and to such Owned Intellectual Property and BWI Licensed IP to Seller and/or an Affiliate of Seller, or Asset Transferring Affiliate, as applicable. All Persons who have created, invented, developed or contributed to Owned Intellectual Property and BWI Licensed IP have assigned and transferred ownership of all rights, title and interests in and to such IP Rights to the Transferred Company or Asset Transferring Affiliate, as applicable, by written agreement or through operation of law. Since October 1, 2017, no such employee or contractor or other Person has asserted, and no such employee or contractor or other Person has, any right, title, interest or other claim in, or the right to receive any royalties or other consideration (including under Section 134 of the Israeli Patent Law, 1967) with respect to, any material Owned Intellectual Property or any BWI Licensed IP. 43 (j) Except as set forth on Schedule 3.12(j), no funding or grants from any Governmental Entity, a university, institution, hospital, military, college, other academic, medical or educational institution or research center (or any Affiliate of any of the foregoing) (each, an “Institution”), or any other Person, was ever used in the creation, research or development of any Owned Intellectual Property, BWI Licensed IP or any Transferred Asset, whether by the Transferred Company, Asset Transferring Affiliate or on their behalf, or by any of their founders prior to the respective incorporation thereof, or otherwise. No current or former employee who is or was involved in, or who is contributing or has contributed to, the creation or development of any Owned Intellectual Property or BWI Licensed IP, is or has performed services for or otherwise is or was under restrictions resulting from his or her relations with any Governmental Entity or Institution, during the time such employee is or was so involved in, or contributing to the creation or development of any Owned Intellectual Property or BWI Licensed IP. Neither the Transferred Company nor Asset Transferring Affiliate is a party to any contract, license or agreement with any Governmental Entity or Institution that grants to such Governmental Entity or Institution any right or license with respect to any Owned Intellectual Property, BWI Licensed IP or any Transferred Asset. (k) Notwithstanding anything to the contrary herein, Seller makes no representations or warranties of any kind with respect to the validity or enforceability of registrations for Trademarks within the Registered Intellectual Property that are registered outside of the United States. Section 3.13. Data Protection. (a) The Transferred Company and Asset Transferring Affiliate (with respect to the Business) have implemented processes, policies and procedures to comply with Data Protection Legislation and any of the Transferred Company’s and, with respect to the Business, Asset Transferring Affiliate’s Contracts concerning Personal Information. Since October 1, 2017, the Transferred Company and Asset Transferring Affiliate (with respect to the Business) have complied with such Data Protection Legislation and such Personal Information processes, policies and procedures, except such failures to comply that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business. (b) Details of any Security Incidents suffered by the Business, including, to the knowledge of Seller, with respect to any Service Providers processing Personal Information on its behalf, in the four (4) years prior to the date of this Agreement, are set forth on Schedule 3.13(b). (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business, the Transferred Company and Asset Transferring Affiliate (with respect to the Business) have, in the four (4) years prior to the date of this Agreement: (i) introduced and applied appropriate Personal Information protection policies and procedures concerning the collection, use, storage, retention and security of Personal Information, and implemented regular staff training, use testing, audits or other documented mechanisms to ensure and monitor compliance in all material respects with such policies and procedures; (ii) appointed a data protection officer or chief privacy officer if required to do so under the Data Protection Legislation; (iii) maintained reasonably complete, accurate and up-to-date records

44 of all of its Personal Information processing activities to the extent required by Data Protection Legislation; (iv) carried out and reasonably maintained complete, accurate and up- to-date records of all Personal Information protection impact assessments required by Data Protection Legislation; (v) issued privacy notices which comply with all material applicable requirements of Data Protection Legislation; (vi) implemented commercially reasonable technical and organizational measures to protect against the unauthorized or unlawful processing of, or accidental loss or damage to, any Personal Information, and designed to uphold a level of security appropriate to the risk represented by the processing and the nature of the Personal Information to be protected; (vii) put in place a commercially reasonable Security Incident response plan (including maintaining a record of Security Incidents) that enables the Transferred Company, Asset Transferring Affiliate (with respect to the Business) (as applicable) and the Service Providers that the Transferred Company or Asset Transferring Affiliate (with respect to the Business) has appointed to process Personal Information to comply with the related requirements of Data Protection Legislation; (viii) put in place a process to conduct due diligence concerning Service Providers the Transferred Company has appointed to process Personal Information and implemented measures to assess such providers’ compliance with Data Protection Legislation and applicable data protection agreements including, as deemed necessary in the Transferred Company’s discretion, undertaking audits or requiring information regarding processing activities; (ix) implemented an agreement with each Service Provider that the Transferred Company or Asset Transferring Affiliate (with respect to the Business) has appointed to process Personal Information which complies in all material respects with applicable requirements of Data Protection Legislation; and (x) implemented all required website and cookie notices on all websites and mobile applications relating to tracking technologies and electronic communications. (d) The Transferred Company and Asset Transferring Affiliate (with respect to the Business) have made commercially reasonable efforts to comply with any valid requests by any individual invoking his or her right with respect to Personal Information, including but not limited to access to Personal Information, the right to request access, correction, deletion or other, in each case in accordance with the requirements of Data Protection Legislation. (e) In the four (4) years prior to the date of this Agreement, the Transferred Company and Asset Transferring Affiliate (with respect to the Business) have not received any written notice, request, correspondence, claim, complaint or other written communication from or on behalf of a data protection supervisory authority, or other Governmental Entity, consumer or other third party, or been subject to any actual or pending enforcement action (including any fines or sanctions or settlements), in each case relating to a breach or alleged breach of its obligations under Data Protection Legislation, a Security Incident and, to the knowledge of Seller, there is no current fact or circumstance that may lead to the foregoing. Section 3.14. Legal Proceedings, etc. (a) Except as set forth on Schedule 3.14(a) and except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business, there are no, and since October 1, 2017 there have not been any, legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the knowledge of Seller, 45 threatened in writing against the Transferred Company or Asset Transferring Affiliate (with respect to the Business). No insurance company has asserted in writing that any such legal, administrative, arbitration or other proceeding or governmental investigation is not covered by the applicable policy related thereto. (b) Neither the Transferred Company nor Asset Transferring Affiliate (with respect to the Business) is subject to any order or any proposed order of a Governmental Entity. Section 3.15. Customers and Suppliers. (a) Schedule 3.15(a) sets forth a complete and accurate list of the top twenty (20) customers for the Products for the twelve-month period ended September 30, 2023, measured on the basis of revenues for such Products, taken as a whole (each, a “Material Customer”), together with the revenue earned from each Material Customer during such period. (b) Schedule 3.15(b) sets forth a complete and accurate list of the top ten (10) suppliers of or on behalf of the Business for the twelve-month period ended September 30, 2023, measured on the basis of cost of goods or services purchased by or on behalf of the Business, taken as a whole (each, a “Material Supplier”), together with the amount paid to each Material Supplier during such period. (c) As of the date hereof, since the Most Recent Balance Sheet Date, no Material Customer or Material Supplier has cancelled in writing or otherwise terminated in writing its relationship with the Business or has materially altered in writing, in a manner adverse to the Business, its relationship with the Business. As of the date hereof, no such Material Customer or Material Supplier has advised the Transferred Company or Asset Transferring Affiliate in writing of its intention to cease doing business with the Transferred Company or Asset Transferring Affiliate (with respect to the Business), as applicable, or otherwise to materially and adversely modify its relationship with the Transferred Company or Asset Transferring Affiliate (with respect to the Business), whether as a result of the transactions contemplated by this Agreement or otherwise. Section 3.16. Labor and Employee Matters. (a) Schedule 3.16(a) contains a complete and accurate list, as of the date of this Agreement, of each collective bargaining, works council or other material labor union contract or labor arrangement covering any Employee of the Business (the “Collective Bargaining Agreements”). True and complete copies of all Collective Bargaining Agreements have been made available in the Data Room. No union or labor organization is currently certified or recognized and, there are no pending (for which Seller has received written notice) or, to the knowledge of Seller, threatened strikes, work stoppages, requests for representation, pickets or walkouts that involve the labor or employment relations of Seller and its Affiliates with any Employee of the Business. There is no material unfair labor practice, charge or complaint pending, unresolved or, to the knowledge of Seller, threatened before any court, arbitrator, the National Labor Relations Board or any other Governmental Entity relating to any Employee of the Business. Asset Transferring Affiliate has not paid, has not been required to pay and has not been requested to pay any payment (including professional organizational handling charges) to any employers’ association or organization. 46 Except for extension orders which generally apply to all employees in Israel, no extension orders apply to Asset Transferring Affiliate, and no Non-U.S. Employee of the Business benefits from any such extension orders. (b) Other than their respective monthly salaries, the Non-U.S. Employees of the Business are not entitled to any payment or benefit that may be reclassified as part of their determining salary for any purpose, including for calculating any social contributions. (c) Except as set forth in the applicable subsection of Schedule 3.16(c): (i) In respect of the Business, neither the Transferred Company nor Asset Transferring Affiliate is involved as a party in any dispute before a court or similar body with a trade union, works council or similar labor organization representing employees and, to the knowledge of Seller, no such disputes have been threatened in writing by or against the Transferred Company or Asset Transferring Affiliate. (ii) In respect of the Business, there is no unfair labor practice, charge or complaint pending, unresolved or, to the knowledge of Seller, threatened before the National Labor Relations Board. In respect of the Business, there are no grievance proceedings or arbitration proceedings pending (at any stage or step), unresolved or, to the knowledge of Seller, threatened. The Transferred Company and Asset Transferring Affiliate have satisfied any and all bargaining obligations under the National Labor Relations Act and any and all obligations arising under any collective bargaining agreements. (iii) There are no arbitration proceedings pending or, to the knowledge of Seller, threatened involving Employees of the Business, except as would not, individually or in the aggregate, reasonably be expected to result in liability to the Business or otherwise materially impair the operation of the Business. (iv) With respect to Employees of the Business and, with respect to the Business, other Service Providers, since January 1, 2018, each of Seller and its other Affiliates have complied in all material respects with all federal, state and local Laws pertaining to employment, terms and conditions of employment, payroll and withholding taxes, immigration, occupational safety and health in the workplace, equal employment opportunities, employment practices, prohibited discrimination or distinction, consultation and/or information, wages, hours, safety and health and workers’ compensation. To the knowledge of Seller, there are no charges, investigations, or complaint proceedings pending or threatened against the Transferred Company before the U.S. Equal Employment Opportunity Commission, any worker’s compensation board, or any federal, state, or local agency responsible for the prevention of unlawful employment, occupational safety and health or wage and hours practices. Since October 1, 2017, neither the Transferred Company nor, with respect to Non-U.S. Employees of the Business, Asset Transferring Affiliate has received a written notice of any complaint or charge before any Governmental Entity relating to the employment or termination of employment or service of any Service Provider. Neither the Transferred Company nor, with respect to Non-U.S. Employees of the Business, Asset Transferring Affiliate has received in writing notice from any federal, state or local agency evidencing its intent to conduct an audit or an investigation of or relating to employment, occupational safety or wage payment practices, and no such investigations are currently in progress. 47 (v) All compensation, including wages, commissions and bonuses, payable by Seller and its Affiliates to all Service Providers of the Transferred Company and Asset Transferring Affiliate (with respect to the Business) for services performed on or prior to the date hereof have been paid in full other than those amounts not yet paid in the Ordinary Course or that Seller and its Affiliates have agreed to pay pursuant to Article VIII and there are no outstanding agreements, understandings or commitments of the Transferred Company or Asset Transferring Affiliate (with respect to the Business) to Employees of the Business with respect to any material compensation, commissions or bonuses other than base salary, or wages, or pursuant to arrangements listed on Schedule 3.16(c)(v) or Schedule 3.17(a). (vi) The employment of all Employees of the Business may be terminated (potentially subject to the provisions of the WARN Act) at any time with or without cause and without any severance or other liability to the Transferred Company. (vii) Since October 1, 2017, neither the Transferred Company nor Asset Transferring Affiliate (with respect to the Business) has effectuated a “plant closing” (as defined in the WARN Act) or a “mass lay-off” (as defined in the WARN Act), in either case affecting any site of employment or facility of the Transferred Company or Asset Transferring Affiliate, except in compliance with the WARN Act and any other similar state, local or other Law, and the Transferred Company and Asset Transferring Affiliate (with respect to the Business) have provided any required notice to employees and other entities thereunder. (viii) All individuals characterized and treated by the Transferred Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws and, with respect to service performed for the Business, since October 1, 2017, all independent contractors and consultants of Asset Transferring Affiliate, have been, and all of its former independent contractors and consultants had been, properly classified as independent contractors. (ix) There are no outstanding levies, assessments and penalties made against the Transferred Company pursuant to any applicable worker’s compensation statutes. (x) To the knowledge of Seller, (A) since January 1, 2018, there has not been any allegation or threatened allegation of sexual harassment or sexual misconduct against any current or former employee and (B) since January 1, 2022, there has not been any allegation or threatened allegation of sexual harassment or sexual misconduct against any current or former Service Provider, in each case, with respect to the Business. The Transferred Company and Asset Transferring Affiliate have not entered into any settlement agreements related to allegations or threatened allegations of sexual harassment or sexual misconduct by (1) any current or former employee since January 1, 2018, and (2) any current or former Service Provider since January 1, 2022, in each case, with respect to the Business. (xi) As of the date of this Agreement, no Employee of the Business at director level and above or who is a U.S. commercial employee (including sales representatives and marketing employees), research and development employee or Israel-based employee has given written notice that such individual intends to terminate his or her employment.

48 (xii) The Transferred Company and, in respect of the Non-U.S. Employees of the Business, Asset Transferring Affiliate, (A) have withheld and reported all amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments by such entity to Employees of the Business, (B) are not liable for any arrears of wages, salaries and other payments to employees, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (C) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for their employees (in respect of (A) through (C) above, in each case other than (x) routine payments to be made in the Ordinary Course of Business or (y) as would not reasonably be expected to result in any liability to Buyer). (xiii) To the knowledge of Seller, as of the date of this Agreement, no Service Provider is in violation of any term of any employment contract, non-competition agreement, non-solicitation agreement or any restrictive covenant to a third party former employer relating to the right of any such Service Provider to be employed by the Transferred Company or Asset Transferring Affiliate because of the nature of their business or to the use of trade secrets or proprietary information of others, except as would not result in liability to the Business or otherwise impair the operation of the Business. (xiv) Asset Transferring Affiliate does not currently engage any Service Provider with respect to the Business whose employment or engagement, to the knowledge of Seller, requires special visas, licenses or permits. (xv) Schedule 3.16(c)(xv) lists each of the following Contracts to which Transferred Company or, with respect to the Business, Asset Transferring Affiliate is a party for the employment of an Employee of the Business or the direct engagement of any Service Provider, in each case (A) providing for annual base compensation or pay in excess of $100,000 per annum, other than at-will offers letters of U.S. Employees of the Business; (B) providing for the payment and/or accelerated vesting of any form of compensation or benefits in connection with the consummation of the Transactions, or (C) otherwise restricting the ability of Seller, the Transferred Company or their Affiliates to terminate the employment or engagement of the Service Provider at any time for any reason or no reason without penalty or Liability (excluding notice periods). The Contracts listed on Schedule 3.16(c)(xv) have been made available in the Data Room as of the date of this Agreement. Section 3.17. Employee Plans. (a) Schedule 3.17(a) lists, as of the date of this Agreement, each material Business Employee Benefit Plan (other than any equity-based compensation plan in the United States). Each Business Employee Benefit Plan that is an Assumed Benefit Plan shall be identified on Schedule 3.17(a). (b) With respect to each Business Employee Benefit Plan that is an equity- based compensation plan in the United States, true and complete copies have been filed with the SEC as of the date of this Agreement, and each corresponding form of award agreement under which any such outstanding equity-based compensation has been granted has been 49 provided in the Data Room. With respect to each Assumed Benefit Plan and each other material Business Employee Benefit Plan, true and complete copies of, to the extent applicable, (i) all plan documents, provided that, for material Business Employee Benefit Plans that are not Assumed Benefit Plans, Seller may provide a summary of material terms in lieu of a plan document, and (ii) all summary plan descriptions (including all amendments and modifications thereof), the most recent Internal Revenue Service determination letter and the two most recently filed annual reports on Form 5500 have been made available in the Data Room as of the date of this Agreement. (c) Except as would not result in any material liability to Buyer, each Business Employee Benefit Plan (and each related trust, insurance contract or fund) has been maintained, contributed to, funded, operated and administered, in all material respects, in accordance with their terms and in accordance with applicable Law. Each Business Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the United States Internal Revenue Service with respect to its qualified status, and, to Seller’s or its Affiliates’ knowledge, no fact or event has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect in a material respect the qualified status of any such Business Employee Benefit Plan or the exempt status of any related trust. There are no claims pending or, to the knowledge of Seller, threatened, by or with respect to any Service Provider, claiming benefit payments or entitlement to benefits under any Business Employee Benefit Plan, other than those made in the ordinary operation of such plans, including ordinary course benefits claims and appeals, that would result in any material liability to Buyer. Except as set forth on Schedule 3.17(c), none of Seller nor its Affiliates have made any announcement or commitment, whether or not legally binding, to any Employee of the Business to create any additional Business Employee Benefit Plan or to modify or change any existing Business Employee Benefit Plan prior to Closing, other than changes in health and welfare benefits in connection with annual renewal. All amounts due to be paid to or on behalf of an Employee of the Business before the Closing Date by Seller or its Affiliates in relation to any Business Employee Benefit Plan contributed to, sponsored or maintained by Seller or any Affiliate have been or will be duly paid in full on the applicable due dates for such payments. (d) Other than as required or contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or upon the occurrence of any additional or subsequent event) will result in (i) any payment (including severance, golden parachute, bonus or otherwise) becoming due to any Service Provider, other than any such payments to be borne by Seller or its Affiliates (other than the Transferred Company or a third party), nor (ii) acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Service Provider, other than to be borne by Seller or its Affiliates (other than the Transferred Company or a third party). (e) Neither Seller nor any ERISA Affiliate has at any time within the past six (6) years sponsored, maintained or contributed to or had any material liability pursuant to a plan subject to Title IV of ERISA, including any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, or a plan that is or was a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, that in any such case would reasonably be expected to 50 result in any material liability to Buyer. Except as set forth on Schedule 3.17(e), none of the Business Employee Benefit Plans provide medical or other retiree welfare benefits to any Employee of the Business for any reason following their termination of employment or service other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or similar state Law. (f) Any Business Employee Benefit Plan that is a deferred compensation plan subject to Section 409A of the Code with respect to any Employee of the Business has been maintained and operated, in all material respects, in accordance with the requirements of Section 409A of the Code. None of Seller nor its Affiliates have entered into any agreement or arrangement to, and does not otherwise have any obligation to, indemnify or hold harmless any Employee of the Business for any liability that results from the failure to comply with the requirements of Section 409A of the Code. Section 3.18. Environmental Matters. Except as would not individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business, each of the Transferred Company and Asset Transferring Affiliate (with respect to the Business) (a) is, and has for the past five (5) years been, in compliance with Environmental Laws; (b) has not received any written communication from any Person alleging that the Transferred Company is in violation of or has any liability arising under any Environmental Law; (c) has obtained all approvals and permits required under Environmental Laws to conduct its business as conducted as of the date of this Agreement (“Environmental Permits”); (d) is in compliance with all terms and conditions of such Environmental Permits; (e) is not subject to any pending or, to the knowledge of Seller, threatened Environmental Claim against itself or any Person whose liability the Transferred Company has retained or assumed either contractually or by operation of Law; (f) has not transported or arranged for the treatment, storage, handling, recycling, disposal or transportation of any Hazardous Materials to any location which could reasonably be expected to result in an Environmental Claim or liability to the Business; (g) is not subject to any order of a Governmental Entity under or with respect to any Environmental Laws; and (h) has not assumed responsibility for or agreed to indemnify or hold harmless any Person for any liability or obligation, arising under or relating to Environmental Laws. Section 3.19. Absence of Certain Developments. Except as set forth on Schedule 3.19, since the Most Recent Balance Sheet Date to the date of this Agreement, (a) except for matters relating to the process for the sale of the Transferred Company, the Business has been operated in the Ordinary Course of Business; (b) there have not been any events or occurrences that have resulted in a Material Adverse Effect that is continuing or would reasonably be expected to result in a Material Adverse Effect; and (c) neither Seller nor any of its Affiliates has, with respect to the Business, taken or permitted to occur (or agreed to take or permit to occur) any action that, were it to be taken from and after the date hereof, would require the consent of Buyer pursuant to clauses (iii), (vi)-(ix), (xiv), (xviii) and (xx) (insofar as it relates to (iii), (vi)-(ix), (xiv) and (xviii)) of Section 6.01(b). Section 3.20. Brokerage Fees. Except for fees payable to Perella Weinberg Partners LP (which fees are payable by Seller or its Affiliates other than the Transferred Company), there are no claims for brokerage commissions, finders’ fees or similar compensation 51 in connection with the Transactions based on any arrangement or agreement made by or on behalf of Seller. Section 3.21. Product Registrations; Recalls. (a) Exhibit B sets forth a complete and accurate list of all products that the Transferred Company has sold during the twenty-four (24)-month period prior to the date hereof or that are currently in development by or on behalf of the Transferred Company (including by Asset Transferring Affiliate on behalf of the Transferred Company) as of the date hereof. The Transferred Company and Asset Transferring Affiliate hold all Product Registrations. Schedule 3.21(a) sets forth, as of the date of this Agreement, a list of all such Product Registrations. No violation, suspension, withdrawal, revocation, expiration or cancellation of any of the Product Registrations is pending or, to the knowledge of Seller, threatened, and the Transferred Company and Asset Transferring Affiliate are, and have been, in compliance in all material respects with the terms of all Product Registrations. All of the Product Registrations are in full force and effect and none of the Product Registrations will be terminated or impaired or become terminable, in whole or in part, as a result of the Transactions. (b) All Products sold under the Product Registrations are tested, processed, manufactured, labeled, packaged, stored, distributed, marketed and sold, in all material respects, in accordance with the specifications, standards and other terms or requirements contained in such Product Registrations and the applicable Laws. (c) Since October 1, 2017, there has not been, nor, to the knowledge of Seller, is there currently under consideration by the Transferred Company or Asset Transferring Affiliate, any third-party manufacturer or supplier of any Product, or any Governmental Entity, any recall, removal, market withdrawal or any other corrective action that would require a report to the FDA or any other Governmental Entity in respect of any Product (collectively, a “Recall”). The Transferred Company and Asset Transferring Affiliate have not been restrained in their ability to manufacture, process, distribute, supply, import, market or sell any of the Products. (d) Since October 1, 2017, the Transferred Company and Asset Transferring Affiliate (with respect to the Business) have not received written notice of, nor have the Transferred Company or Asset Transferring Affiliate (with respect to the Business) been subject to, (i) any FDA Form 483 or warning letter or (ii) any adverse inspectional finding, data integrity review, investigation, penalty, fine, reprimand, sanction, assessment, request for corrective or remedial action, regulatory letter, untitled letter or other compliance or enforcement notice, communication or correspondence from the FDA or any other Governmental Entity (including, without limitation, any notified body), in each case, related to any Product or any Product development, research, testing, manufacturing, processing, labeling, handling, distribution, marketing or sale activities, and, in the case of clause (ii), except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business; provided that any items referred to in clause (ii) that have been received as of the date hereof and (A) remain unresolved and/or (B) would reasonably be expected to require action or response by the Transferred Company or Asset Transferring Affiliate following the Closing are set forth on Schedule 3.21(d).

52 (e) Neither the Transferred Company, nor, as relates to the Business, any Affiliate of the Transferred Company, nor, to Seller’s knowledge, any employee or agent of the Transferred Company has: (i) made an untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Entity, or in any records or documentation prepared or maintained to comply with the applicable Laws, with respect to any Product or Product-related activities; (ii) failed to disclose a material fact required to be disclosed to any Governmental Entity; or (iii) ever been investigated by the FDA, National Institutes of Health, Office of Inspector General for the U.S. Department of Health and Human Services, U.S. Department of Justice, or other comparable Governmental Entity for data or healthcare program fraud. Neither the Transferred Company nor, to Seller’s knowledge, any officer, director or employee of the Transferred Company has made or offered any payment, gratuity or other thing of value that is prohibited by any Law to personnel of the FDA or any other Governmental Entity. (f) Neither the Transferred Company, nor, as relates to the Business, any Affiliate of the Transferred Company, nor, to Seller’s knowledge, any employee or agent of the Transferred Company, (i) has been excluded, debarred or suspended from participation in, or is otherwise ineligible to participate in, any federal healthcare program or federal procurement or non-procurement program; (ii) is the subject of any pending action, suit, claim, investigation or proceeding that could result in exclusion, suspension or debarment; or (iii) has been convicted of a criminal offense that falls within the scope of 42 USC § 1320a-7, 21 USC § 335a, is otherwise related to the provision of healthcare items or services, or may otherwise result in exclusion, suspension or debarment, or is subject to any such pending or threatened action. (g) Neither the Transferred Company, nor, as relates to the Business, any Affiliate of the Transferred Company, nor, to Seller’s knowledge, any employee or agent of the Transferred Company, is or has been a party to any corporate integrity agreement, deferred prosecution agreement, or settlement order with or imposed by any Governmental Entity or has had a civil monetary penalty assessed against it under Section 1128A of the Social Security Act of 1935, codified at Title 42, Chapter 7, of the United States Code and, to the knowledge of Seller, no such action is currently contemplated or pending. (h) Except for ordinary course inquiries by Governmental Entities, there are not presently pending, or, to the knowledge of Seller, threatened, any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings or demand letters relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any Product manufactured, distributed or sold by or on behalf of the Transferred Company or Asset Transferring Affiliate. Section 3.22. Taxes. (a) All Income Tax Returns and all other material Tax Returns that are required to be filed on or before the date of this Agreement by the Transferred Company or solely with respect to the Transferred Assets have been filed (taking into account any applicable extensions). All such Tax Returns were correct and complete in all material respects and were prepared and filed in material compliance with all applicable Laws. 53 (b) All material Taxes due and payable by the Transferred Company or with respect to the Transferred Assets have been paid, except for Taxes being contested in good faith through appropriate proceedings and for which adequate reserves have been established in the accounting books and records. (c) There are no Liens for material amounts of Taxes upon any assets of the Transferred Company or the Transferred Assets, except for Permitted Liens. (d) Neither the Transferred Company, nor Asset Transferring Affiliate nor any of their Affiliates have waived any statute of limitations with respect to any Taxes of the Transferred Company or with respect to the Transferred Assets, or consented to any extension of time with respect to any Tax Return, Tax assessment or Tax deficiency of the Transferred Company (other than, in each case, extensions for filing any Tax Return that are automatically granted), which waiver or consent, as applicable, is currently in effect. (e) No Tax audits or assessments or administrative or judicial claims are pending, or are threatened in writing and not withdrawn or otherwise expired, with respect to the Transferred Company. There are no matters under audit or appeal with any Taxing Authority with respect to Taxes of the Transferred Company. (f) No claim has been made in writing after December 31, 2009 by a Taxing Authority in a jurisdiction where the Transferred Company does not file Tax Returns that the Transferred Company is or may be subject to taxation in that jurisdiction. The Transferred Company does not have a branch, agency, permanent establishment or other taxable presence or nexus outside of the United States. (g) Since January 1, 2020, the Transferred Company has not distributed stock of another Person, nor has had its stock distributed by another Person, in a transaction intended to be governed in whole or in part by Sections 355 or 361 of the Code. (h) The Transferred Company is not currently a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and does not beneficially own an equity interest, as determined for federal income tax purposes, in another Person. (i) The Transferred Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period (or portion thereof) as a result of any (i) change in method of accounting, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Income Taxes Law), (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Income Taxes Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date or (v) prepaid amount received on or prior to the Closing Date. (j) The Transferred Company (i) is not a party to or bound by any Tax- sharing, Tax-allocation, or cost sharing agreement pursuant to which it will have any obligation to make any payments after the Closing Date and (ii) has not granted to any Person any power of attorney with respect to any Tax matter that will remain in effect after the Closing. Neither Seller nor any of its Affiliates has entered into any agreement with, or obtained any consent or clearance from, any Taxing Authority that would by its terms be 54 binding on Buyer or any of its Affiliates, or with respect to the Transferred Assets, for any Post-Closing Tax Period. (k) The Transferred Company (i) has not been after December 31, 2009 a member of a consolidated, combined, affiliated, unitary or similar group of companies or corporations (as that term is used by Section 1504 of the Code) or any comparable provision of state or local Law other than the group of which Parent or a Subsidiary of Parent is the common parent, and (ii) does not have any liability for the Taxes of any other Person (other than with respect to members of the consolidated group of which the Transferred Company currently is a member) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract or otherwise. (l) Asset Transferring Affiliate has not executed or entered into any agreement with, and has not obtained any consents or clearances from, any Governmental Entity, and has not been subject to any ruling guidance specific to the Transferred Assets, with respect to Taxes, that would by its terms be binding on Buyer Israeli Subsidiary for any Post-Closing Tax Period. (m) No tax attributes of the Transferred Company are expected to be reduced under Treasury Regulations §1.1502-36 in connection with the purchase and sale of the Transferred Shares pursuant to Section 2.01(a). (n) The Transferred Company has been treated as a C corporation for federal income tax purposes at all times since its first taxable year beginning after December 31, 2017. (o) No amount paid or payable by Seller or its Affiliates in connection with the Transactions, whether alone or in combination with another event, could reasonably be expected to be a “parachute payment” within the meaning of Section 280G of the Code or Section 4999 of the Code or could reasonably be expected to not be deductible by Seller, the Transferred Company, Buyer or any of their respective Affiliates by reason of Section 280G of the Code. (p) The Transferred Assets are not subject to any restrictions or limitations pursuant to Part E2 of the Ordinance, or pursuant to any tax ruling made with reference to the provisions of Part E2 or any similar provision in any other jurisdiction, that may be violated as a result of the consummation of this Agreement. (q) Without limiting Section 3.22(a), no representations are made under this Section 3.22 with respect to any Post-Closing Tax Period, including the availability or amount of any Tax attributes of the Transferred Company after the Closing Date, except as provided in Section 3.22(o). Section 3.23. Certain Compliance Matters. (a) Since October 1, 2017, neither the Transferred Company, nor Asset Transferring Affiliate, nor any director, officer or employee, or, to the knowledge of Seller, any distributor, agent, representative, sales intermediary or other third party acting on behalf of the Transferred Company or Asset Transferring Affiliate, in any way relating to the Business: (i) has taken any action in violation of any applicable anticorruption Law, including the U.S. Foreign Corrupt Practices Act (“FCPA”) (15 U.S.C. § 78 dd-1 et seq.), the International Travel Act of 1961, (18 U.S.C. § 1952), The Bribery Act of 2010 of the United 55 Kingdom and the Criminal Justice (Corruption Offences) Act 2018 of Ireland or (ii) has corruptly offered, paid, given, promised to pay or give or authorized the payment or gift of anything of value, directly or indirectly, to any “Public Official”, as defined in Section 3.23(b), for purposes of (A) influencing any act or decision of any Public Official in his or her official capacity; (B) inducing such Public Official to do or omit to do any act in violation of his or her lawful duty; (C) securing any improper advantage; or (D) inducing such Public Official to use his or her influence with a government, Governmental Entity, or commercial enterprise owned or controlled by any government (including state-owned or - controlled medical facilities), in order to assist the Transferred Company or any Person related in any way to the Business in obtaining or retaining business or directing any business to any Person, except, in each case, as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Business or otherwise materially impair the operation of the Business. The Transferred Company and Asset Transferring Affiliate (with respect to the Business) have instituted and maintained policies and procedures designed to prevent such actions from occurring and to detect such actions if they do occur. (b) For purposes of this Section 3.23, “Public Official” means: (i) any officer, employee or representative of any regional, federal, state, provincial, county or municipal government or government department, agency, or other division; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a government, including any state-owned or -controlled medical facility; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any government or government entity, enterprise, or organization identified above; and (v) any political party, party official or candidate for political office. (c) None of the Transferred Company, Asset Transferring Affiliate (with respect to the Business) or, to the knowledge of Seller, any of the Transferred Company’s officers or directors or, with respect to the Business, Asset Transferring Affiliate’s officers or directors, (i) appears on the List of Specially Designated Nationals and Blocked Persons of the Office of Foreign Assets Control of the United States Department of the Treasury; (ii) is otherwise a party located, organized, or resident in a jurisdiction that is itself subject to comprehensive U.S. economic sanctions; (iii) has been convicted of or charged with a felony relating to money laundering; or (iv) to the knowledge of Seller, is under investigation by any Governmental Entity for money laundering. Section 3.24. Grants, Incentives and Subsidies. (a) Schedule 3.24(a) provides a true, complete and correct list of all the Grants relevant to the conduct of the Business by the Transferred Company or Asset Transferring Affiliate (or any of their respective controlled Affiliates) (each, a “Grant Recipient”), relating directly or indirectly to any Transferred Asset or IIA Funded IP, from any Governmental Entity (the applicable “Granting Body”), including Grants from the IIA. The Transferred Company has never received any Grants or had any liabilities or obligations to any Governmental Entity with respect to any Grant. Schedule 3.24(a) sets forth, as relates to the Business: (i) the respective Granting Body and Grant Recipient thereof; (ii) the respective serial number thereof; and (iii) the details of the Transferred Asset or IIA Funded IP that was created or developed with the support of, or that is otherwise subject to, such Grant.

56 (b) As of the Closing, assuming receipt of the IIA Approval, the Innovation Law will no longer apply to the Transferred Assets and the IIA Funded IP, and Buyer and its Affiliates (including the Transferred Company) will not be subject to any liabilities or obligations in respect of the Grants set forth in Schedule 3.24(a). Article IV Representations and Warranties of Buyer Buyer represents and warrants to Seller as follows: Section 4.01. Buyer’s Organization; Power; Execution. Buyer and each Affiliate of Buyer that is a party to any Transaction Document are legal entities duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of their respective jurisdictions of incorporation or formation. Buyer and Buyer Israeli Subsidiary have full power and authority to execute and deliver this Agreement and to carry out, or cause to be carried out, the transactions contemplated hereby. Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement) have, or will have at the Closing, full power and authority to execute and deliver each Transaction Document (other than this Agreement) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement) to which it is or will be a party. This Agreement has been duly authorized by all necessary action on the part of Buyer and Buyer Israeli Subsidiary and has been duly executed and delivered by Buyer and Buyer Israeli Subsidiary and constitutes a valid and legally binding obligation of Buyer and Buyer Israeli Subsidiary in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. Each of the Transaction Documents (other than this Agreement) has been duly authorized by all necessary action on the part of Buyer and each Affiliate of Buyer that is a party to any Transaction Document (other than this Agreement) and has been, or will be at the Closing, duly executed and delivered by Buyer and each such Affiliate of Buyer and constitutes or will constitute a valid and legally binding obligation of Buyer and each such Affiliate of Buyer in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. Section 4.02. Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Buyer and each Affiliate of Buyer that is a party to any Transaction Document, nor the consummation by Buyer and each Affiliate of Buyer that is a party to any Transaction Document of the Transactions nor compliance by Buyer and each Affiliate of Buyer that is a party to any Transaction Document with any of the provisions hereof or thereof shall: (a) conflict with or result in any breach of any provisions of (i) the respective certificate of incorporation, by-laws or similar organizational documents or (ii) any material contract, in each case, of Buyer or any Affiliate of Buyer that is a party to any Transaction Document; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in connection with the Antitrust Filings and (ii) any consent, approval, authorization or permit required to be obtained by Seller or filing or notification required to be made by Seller in order to operate the Business or to transfer title to the Transferred Assets, which consent, approval, 57 authorization or permit is standard in transactions of the type contemplated hereby; (c) violate in any material respect any material Law applicable to Buyer or any Affiliate of Buyer that is a party to any Transaction Document; or (d) require any material consent, approval, authorization, or permit under any contract, agreement or commitment between Buyer or any Affiliate of Buyer that is a party to any Transaction Document and a third party. Section 4.03. Litigation. There are no actions, suits, proceedings, claims or investigations pending or, to the knowledge of Buyer, threatened in writing concerning Buyer or any of its Affiliates that would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of Buyer and its Affiliates to perform their obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. Section 4.04. Brokerage Fees. Except for fees payable to Goldman Sachs & Co, LLC (which fees are payable by Buyer), there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the Transactions based on any arrangement or agreement made by or on behalf of Buyer or any Affiliate thereof. Section 4.05. Sufficient Funds. Buyer (a) has, and will have as of the Closing Date, cash sufficient to enable it to consummate the Transactions and pay any amounts and related fees and expenses incurred or required to be paid by Buyer or Buyer Israeli Subsidiary in connection with the Transactions and (b) has not incurred, and will not incur as of the Closing Date, any obligation, commitment, restriction or liability of any kind, which would impair or adversely affect such resources or capabilities. Section 4.06. Securities Act. The Transferred Shares are being acquired for investment only and not with a view to any public distribution thereof. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Transferred Shares and is capable of bearing the economic risks of such investment. Buyer understands and acknowledges that the Transferred Shares have not been registered under the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934, or any other securities Laws of any jurisdiction and that the Transferred Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to (a) the terms of an effective registration statement under the Securities Act and the Transferred Shares are registered under any applicable state or foreign securities Laws or (b) an exemption from registration under the Securities Act, and any applicable state or foreign securities Laws. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. Section 4.07. Binder. On or prior to the date of this Agreement, Buyer has obtained, at the sole cost and expense of Buyer, a conditional binder (the “Binder”) in respect of the R&W Insurance Policy, which R&W Insurance Policy will be bound upon satisfaction of the conditions set forth in such Binder. Buyer has provided Seller with a true and complete copy of the Binder. 58 Section 4.08. Seller’s Representations; Independent Investigation; Financial Statements and Projections. (a) Each of Buyer and Buyer Israeli Subsidiary acknowledges and agrees (on behalf of itself and its Affiliates and other representatives) that, other than the representations and warranties of Seller expressly made in Article III, there are no representations or warranties of Seller or any other Person, either express, statutory or implied, with respect to the Transferred Company, the Business or the Transferred Assets. Each of Buyer and Buyer Israeli Subsidiary, together with and on behalf of its Affiliates and other representatives, expressly disclaims that it or they are relying upon or have relied upon such other representations or warranties that may have been made by any Person, and each of Buyer and Buyer Israeli Subsidiary, together with and on behalf of its Affiliates and other representatives, acknowledges and agrees that Seller and its Affiliates have expressly disclaimed and do hereby expressly disclaim any such other representation or warranty made by any Person. Each of Buyer and Buyer Israeli Subsidiary further acknowledges and agrees that the Transferred Assets are sold “as is, where is” and each of Buyer and Buyer Israeli Subsidiary agrees to accept the Transferred Assets on the Closing Date in the condition they are in at the place they are located on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by, on behalf of or imputed to Seller or any of its Affiliates, other than the representations and warranties of Seller expressly set forth in this Agreement. Without limiting the generality of the foregoing, each of Buyer and Buyer Israeli Subsidiary acknowledges that Seller makes no representation or warranty with respect to (i) any forecasts, projections, estimates or budgets delivered or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Transferred Company or the Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Transferred Company, the Business or the Transferred Assets, except as expressly set forth in Article III or the Schedules or Exhibits hereto. (b) Each of Buyer and Buyer Israeli Subsidiary is relying on its own investigation, examination and valuation of the Transferred Company, the Business and the Transferred Assets in entering into this Agreement and effecting the Transactions. Each of Buyer and Buyer Israeli Subsidiary has made all inspections and investigations of the Transferred Company, the Business and the Transferred Assets deemed necessary or desirable by Buyer or Buyer Israeli Subsidiary. Each of Buyer and Buyer Israeli Subsidiary is purchasing the Transferred Shares and the Transferred Assets, as applicable, based on the results of its inspections and investigations, and not in reliance on any representation or warranty of Seller or any of its Affiliates not expressly set forth in Article III of this Agreement. In light of these inspections and investigations and the representations and warranties made expressly to Buyer and Buyer Israeli Subsidiary by Seller in Article III hereof, each of Buyer and Buyer Israeli Subsidiary is relinquishing any right to any claim (whether in warranty, contract, tort (including negligence or strict liability) or otherwise) based on any representations and warranties other than those expressly set forth in Article III of this Agreement. 59 (c) In connection with Buyer’s and Buyer Israeli Subsidiary’s investigation of the Transferred Company, the Business and the Transferred Assets, Buyer and Buyer Israeli Subsidiary have received from Seller various forward-looking statements regarding the Transferred Company, the Business and the Transferred Assets (including the estimates, assumptions, projections, forecasts and plans furnished to it) (the “Forward-Looking Statements”). Each of Buyer and Buyer Israeli Subsidiary acknowledges and agrees that (i) there are uncertainties inherent in attempting to make the Forward-Looking Statements, (ii) Buyer, Buyer Israeli Subsidiary and their representatives are familiar with such uncertainties contained in the Forward-Looking Statements, (iii) each of Buyer and Buyer Israeli Subsidiary is taking full responsibility for making its own investigation, examination and valuation of the Transferred Company, the Business and the Transferred Assets and has employed outside professionals (including its representatives) to assist it with the foregoing, (iv) each of Buyer and Buyer Israeli Subsidiary is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements, (v) Buyer, Buyer Israeli Subsidiary and their representatives are not relying on any Forward-Looking Statement in any manner whatsoever and (vi) with respect to the foregoing, Buyer, Buyer Israeli Subsidiary and their representatives shall have no claim (whether in warranty, contract or tort (including negligence or strict liability) or otherwise) against Seller or any of its Affiliates. Each of Buyer and Buyer Israeli Subsidiary acknowledges and agrees that Seller makes no representation or warranty with respect to (A) the reasonableness of the assumptions underlying any Forward-Looking Statement or (B) any Forward-Looking Statement made in any “teaser”, confidential information memorandum, management presentation or similar document, in any document or information in the Data Room, in any supplemental due diligence information provided to Buyer or Buyer Israeli Subsidiary, in connection with Buyer’s discussions with management of the Transferred Company or any of its Affiliates, in negotiations leading to this Agreement or in any other circumstance. Article V Conditions to Closing Section 5.01. Conditions Precedent to Buyer’s and Buyer Israeli Subsidiary’s Obligations on the Closing Date. The obligation of Buyer and Buyer Israeli Subsidiary to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to satisfaction, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): (a) (i) The representations and warranties of Seller contained in Section 3.03(a) and Section 3.03(b) shall be true and correct in all respects on and as of the Closing Date; (ii) the representations and warranties of Seller contained in Section 3.01, Section 3.02 and Section 3.20 shall be true and correct in all material respects on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified); and (iii) the representations and warranties of Seller in this Agreement (other than as set forth in clauses (i) and (ii)) shall be true and correct (without giving effect to any materiality, Material Adverse Effect or similar qualification contained therein) on and as of the Closing Date (other than representations

60 and warranties made as of a specified date, which shall be true and correct as of the date specified), except in the case of this clause (iii) for breaches and inaccuracies of such representations and warranties that would not reasonably be expected to have a Material Adverse Effect. (b) Seller shall have performed or complied with in all material respects the covenants, agreements and obligations required by this Agreement to be performed or complied with by Seller at or before the Closing. (c) Seller shall have delivered to Buyer a certificate dated the Closing Date and executed by an authorized officer of Seller to the effect that each of the conditions specified above in Sections 5.01(a) and (b) is satisfied in all respects. (d) No Law enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of any of the Transactions (each, a “Closing Legal Impediment”) shall be in effect. (e) Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or expired. (f) Since the date of this Agreement there shall not have been a Material Adverse Effect that is continuing. (g) The IIA Approval shall have been obtained. (h) The items set forth in Section 2.10 shall have been delivered by or on behalf of Seller. Section 5.02. Conditions Precedent to Seller’s Obligations on the Closing Date. The obligation of Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing are subject to satisfaction, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing): (a) The representations and warranties of Buyer contained in Sections 4.01 and 4.04 shall be true and correct in all material respects on and as of the Closing Date; and (ii) the representations and warranties of Buyer in this Agreement (other than as set forth in clause (i)) shall be true and correct (without giving effect to any materiality, material adverse effect or similar qualification contained therein) on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except in the case of this clause (ii) for breaches and inaccuracies of such representations and warranties that would not reasonably be expected to have a material adverse effect on the ability of Buyer and its Affiliates to perform their obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. (b) Buyer and Buyer Israeli Subsidiary shall have performed or complied with in all material respects the covenants, agreements and obligations required by this Agreement to be performed or complied with by Buyer or Buyer Israeli Subsidiary at or before the Closing. 61 (c) Buyer shall have delivered to Seller a certificate dated the Closing Date and executed by an authorized officer of Buyer to the effect that each of the conditions specified above in Sections 5.02(a) and (b) is satisfied in all respects. (d) No Closing Legal Impediment shall be in effect. (e) Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or expired. (f) The IIA Approval shall have been obtained. (g) The items set forth in Section 2.11 shall have been delivered by or on behalf of Buyer. Article VI Certain Covenants Seller covenants and agrees with Buyer and Buyer Israeli Subsidiary, and each of Buyer and Buyer Israeli Subsidiary covenants and agrees with Seller, that during the period from the date of this Agreement to the Closing: Section 6.01. Conduct of Business. (a) Except (v) as set forth on Schedule 6.01(a), (w) as required by applicable Law, (x) as otherwise provided for or permitted by this Agreement, (y) for such actions as Seller reasonably determines are necessary or advisable in connection with the Israel Hostilities (provided that (1) to the extent reasonably practicable, Seller shall consult with Buyer and consider Buyer’s views in good faith prior to taking any such action and (2) this clause (y) shall not apply with respect to clauses (ii) or (iv) below) or (z) as consented to by Buyer in writing (such consent not to be unreasonably withheld or delayed), Seller shall cause the Transferred Company to use commercially reasonable efforts to operate the Business in the Ordinary Course of Business and to use commercially reasonable efforts to: (i) preserve the business relationships of the Business and keep available the services of its key employees and maintain its relations and goodwill with its key suppliers, customers, employees and others having business relationships with the Business; (ii) maintain in effect the Owned Intellectual Property, the BWI Licensed IP and (to the extent permitted and expressly provided for under the applicable Licensed IP Contract) the other Licensed Intellectual Property, including all applications and registrations for trademarks and patents included in the Owned Intellectual Property, BWI Licensed IP and other Licensed Intellectual Property (other than abandonments, expirations or cancellations made in the Ordinary Course of Business of Owned Intellectual Property, BWI Licensed IP and other Licensed Intellectual Property that are not material to the Business); (iii) maintain all material structures, equipment, and other tangible personal property of the Business in their present repair, order and condition, except for depletion and ordinary wear and tear; and 62 (iv) maintain levels of Inventory consistent in all material respects with the inventory management practices of the Transferred Company that were in effect during the six (6)-month period ended December 31, 2022; provided, however, that no action taken or not taken in compliance with any of the provisions of Section 6.01(b) shall constitute a breach under this Section 6.01(a). (b) Except as set forth on Schedule 6.01(b), as required by applicable Law, as otherwise provided for or permitted by this Agreement or as consented to by Buyer in writing (such consent not to be unreasonably withheld or delayed), Seller shall not, and shall cause its Affiliates (including the Transferred Company and Asset Transferring Affiliate, as applicable) not to, take any of the following actions: (i) adopt or propose any change to the certificate of incorporation or by-laws of the Transferred Company; (ii) issue, pledge, sell, transfer or dispose of any capital stock, notes, bonds or other securities of the Transferred Company (including the Transferred Shares), or any option, warrant or other right to acquire the same, or redeem any of the capital stock of the Transferred Company; (iii) allow the Transferred Company to acquire (by merger, consolidation, acquisition of equity interests or assets or otherwise) or otherwise purchase, directly or indirectly, any business, line of business, division or equity interests of any Person that would be, individually or in the aggregate, material to the Business, other than acquisitions of inventory, equipment or machinery in the Ordinary Course of Business; (iv) adopt, grant, extend, amend, vary, or terminate, or increase the rate or terms of, any Business Employee Benefit Plan (or any plan that would be a Business Employee Benefit Plan if in effect on the date hereof), incentive or bonus (including cash- or equity- based incentive opportunities, commission, sale, and spot bonus opportunities), insurance, pension or other employee benefit plan, payment (including wages and salaries) or arrangements made to, for or with any employee who is expected to be an Employee of the Business, except (A) as required by any Business Employee Benefit Plan (determined without regard to materiality), any employment agreement or any Collective Bargaining Agreement or in connection with the hiring of an employee to fill a vacancy in the Ordinary Course of Business, (B) normal salary or wage increases in the Ordinary Course of Business, (1) commensurate with similarly situated employees of the Transferred Company or its applicable Affiliate and with the merit increase process implemented consistently across similarly situated employees of the Transferred Company or its applicable Affiliate, (2) subject to advance consent by Buyer (not to be unreasonably withheld or denied), to implement pay equity adjustments as determined by Seller in its reasonable discretion, or (3) subject to advance consent by Buyer (not to be unreasonably withheld or denied), in connection with a promotion or lateral transfer of employees below the “director” level in the Ordinary Course of Business, provided that, with respect to clauses (2) and (3), if Buyer does not respond to a request from Seller, duly given under the terms of this Agreement, within five (5) Business Days, such consent shall be deemed given, (C) as contemplated in Section 8.01 of this Agreement, (D) as may be initiated by Seller or one or more of Seller’s Affiliates with respect to their employees generally in the applicable jurisdiction or geographic location (so long as the 63 action is designed to apply uniformly to eligible Employees of the Business and a material number of eligible similarly situated other employees of Seller or its applicable Affiliate) and (E) arrangements that will not result in any liability under this Agreement or otherwise to Buyer or its Affiliates (including any retention or similar arrangements that will be paid solely by Seller and its Affiliates); (v) except as reasonably necessary to avoid a violation of applicable Law, transfer internally (including in response to a request for transfer by an employee), or otherwise alter the duties and responsibilities of, any employee of the Transferred Company or Asset Transferring Affiliate in a manner that would affect whether such employee is or is not classified as an Employee of the Business, other than, in the case of any Employee of the Business, such actions that are taken in order to fill a vacancy in the Business in the Ordinary Course of Business or upon a termination for cause (as defined in the Employee of the Business’s employment agreement or, for those without an employment agreement, meaning an involuntary termination that is not eligible for severance under the applicable severance arrangement of Seller and its Affiliates) or due to death or disability; (vi) make any material change in any of the Transferred Company’s present financial accounting methods and practices other than changes in the Ordinary Course of Business and other than as required to conform to GAAP or as may be required by applicable Law; (vii) sell, lease, transfer, license or assign any material asset of the Transferred Company or any material Transferred Asset (other than IP Rights, which are addressed in clause (xiii) below), other than the sale of Inventory or obsolete, worn-out or excess equipment or assets in the Ordinary Course of Business; (viii) waive or settle any claims or rights of value that relate primarily to the Transferred Company or the Business which, individually or in the aggregate, are material to the Transferred Company or the Business; (ix) subject any material assets of the Transferred Company or any material Transferred Asset to a Lien, other than any Permitted Lien; (x) allow the Transferred Company to make any loans, advances, guarantees or capital contributions to or investments in any Person, other than in the Ordinary Course of Business; (xi) allow the Transferred Company to make or authorize any payment of, or commitment for, any capital expenditures in excess of $1,000,000 in the aggregate; (xii) enter into any Contract that would be a Material Contract or Licensed IP Contract if in effect on the date hereof or materially amend (other than amendments of the payment terms with any customers or suppliers, which are addressed in clause (xiii) below) or prematurely terminate any Material Contract or Licensed IP Contract, other than (A) any of the foregoing effected in the Ordinary Course of Business, (B) the renewal or expiration of existing Material Contracts or Licensed IP Contracts in the Ordinary Course of Business and in accordance with their respective terms or (C) the entry into any Contract being negotiated as of the date hereof as set forth on Schedule 6.01(b)(xii);

64 (xiii) in any material respect modify or amend the payment terms with any customers or suppliers pursuant to any Material Contract or Licensed IP Contract, other than changes (A) in the Ordinary Course of Business or (B) as may be initiated by Seller with respect to Seller’s business generally; (xiv) pledge or otherwise make subject to a Lien (other than a Permitted Lien), sell, transfer, assign or grant any license or sublicense of any material rights under or with respect to, or otherwise dispose of, any material Owned Intellectual Property outside the Ordinary Course of Business, other than non-exclusive licenses to customers, distributors and suppliers in the Ordinary Course of Business; (xv) allow the Transferred Company to declare and pay any non-cash dividends or distributions; (xvi) fail to make capital expenditures necessary to operate the Business in the Ordinary Course of Business; (xvii) make or change any material Tax election with respect to the Transferred Company (other than elections made in the Ordinary Course of Business), file any amended Tax Return of the Transferred Company, enter into any closing agreement or settle any Tax Claim or assessment with respect to the Transferred Company or the Transferred Assets, in each case if such election, amendment, agreement, settlement, consent or other action would have the effect of increasing any Tax Liability of the Transferred Company in a Post-Closing Tax Period; provided that the preceding clause shall not apply to any Tax Return filed on an affiliated, consolidated, combined, unitary, aggregate or similar basis of which Seller or any of its Affiliates is party; (xviii) allow the Transferred Company to create, incur, assume or guarantee any indebtedness for borrowed money (other than as will be discharged on or prior to the Closing Date); (xix) allow the Transferred Company or Asset Transferring Affiliate (with respect to the Business) to withdraw from any existing material lines of business, or terminate, discontinue, close or dispose of any material plant, facility or other business operation; and (xx) agree, whether in writing or otherwise, to do any of the foregoing. (c) Nothing contained in this Agreement is intended to give Buyer or its Affiliates, directly or indirectly, the right to control or direct the Transferred Company, its operations or the Transferred Assets prior to the Closing. Prior to the Closing, Seller and its Affiliates shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Affiliates’ respective operations. (d) Notwithstanding anything to the contrary in this Agreement, Seller and its Affiliates shall not amend or modify the BWI In-License Agreement or the BWI Out-License Agreement prior to the Closing for any reason without Buyer’s consent. Section 6.02. Certain Covenants Regarding the Transferred Company. Except as otherwise required by this Agreement, Seller agrees to cause the Transferred Company not to issue or sell any capital stock or other equity interests or options, warrants, calls, 65 subscriptions or equity rights to purchase any capital stock or other equity interests of the Transferred Company to any Person other than Seller or an Affiliate of Seller. Section 6.03. Disclosure. Seller shall give prompt notice to Buyer of (i) any notice received by Seller or its Affiliates subsequent to the date of this Agreement and prior to the Closing Date of (or other communication relating to, or the occurrence of) any material default under any Material Contract or Licensed IP Contract and (ii) any notice or other communication from any third party alleging that the consent of such third party is required in connection with the Transactions. Section 6.04. Publicity. No party to this Agreement shall originate, or permit any of its Affiliates or representatives to originate, any publicity, news release or other similar public announcement, written or oral, whether relating to this Agreement or any of the other Transaction Documents or the existence of any arrangement between the parties, without the prior written consent of the other party whether or not named in such publicity, news release or other similar public announcement, except (a) each of Seller and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand, may issue a press release and file a Current Report on Form 8-K with the SEC in connection with the execution and delivery of this Agreement, (b) each of Seller and Buyer may, from time to time, refer to the Transactions in customary investor calls, investor meetings and other investor relations activities (including any such calls, meetings or activities specifically related to the Transactions), (c) each of Seller and Buyer, or its Affiliates or representatives, may originate any such publicity, news release or other similar public announcement as may be required by Law or any listing or trading agreement concerning its publicly traded securities and (d) to the extent the contents of such publicity, news release or other similar public announcement have previously been released publicly or are consistent in all material respects with materials that have previously been released (without violation of this Section 6.04); provided that (i) in such event under clauses (a) and (c), the party issuing the same shall still be required to consult with the other party, whether or not named in such publicity, news release or other similar public announcement, a reasonable time prior to its release (to the extent practicable) to allow the other party to comment thereon and, after its release, shall provide the other party with a copy thereof and (ii) in such event under clause (b), the contents of any statements made in connection with such calls, meetings or activities are consistent in all material respects with materials that have previously been released (without violation of this Section 6.04). Notwithstanding the foregoing, Buyer, on the one hand, and Seller, on the other hand, may make internal announcements to their respective employees that are consistent with the parties’ prior public disclosures regarding the Transactions. If Buyer, based on the advice of its counsel, determines that this Agreement, or any of the other Transaction Documents, must be publicly filed with a Governmental Entity, then Buyer, prior to making any such filing, shall provide Seller and its counsel with a redacted version of this Agreement (and any other Transaction Document) which it intends to file, and will give due consideration to any comments provided by Seller or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Entity of those sections specified by Seller or its counsel. Section 6.05. Efforts; Regulatory Approvals. 66 (a) Buyer shall, and shall cause its Affiliates to, (i) use its reasonable best efforts to promptly obtain all authorizations, consents, orders, waivers and approvals of all Governmental Entities that may be or become necessary or advisable for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements, (ii) cooperate fully with Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Entity as such Governmental Entity may request in connection herewith. Each party, as applicable, agrees to, and to cause its Affiliates to, file promptly after the date of this Agreement (but in no event later than seven business days after the date of this Agreement, unless a later date is mutually agreed in writing by the parties) any Notification and Report Forms and related material required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to the transactions contemplated by this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party, as applicable, agrees to, and to cause its Affiliates to, make as promptly as practicable after the date of this Agreement (but in no event later than 15 business days after the date of this Agreement, unless a later date is mutually agreed in writing by the parties) any other Antitrust Filings required under any applicable Laws with respect to the Transactions and to use commercially reasonable efforts to obtain an early termination of any applicable waiting period (to the extent applicable), and to supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to such applicable Laws. Neither Seller, on the one hand, nor Buyer, on the other hand, may (or may permit any of their respective Affiliates to), without the written consent of the other party, (A) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Governmental Entity with additional time to review any of the transactions contemplated by this Agreement, or (B) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement. Buyer will pay all filing fees to any Governmental Entity in order to obtain any such authorizations, consents, orders, waivers or approvals referenced in this Section 6.05(a). (b) Without limiting the generality of Buyer’s undertaking pursuant to Section 6.05(a), Buyer agrees to use its reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts (and to take any and all steps necessary or advisable to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Entity or any other Person) so as to enable the parties to close the Transactions as promptly as practicable, and in any event prior to the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, terminating any existing relationships and contractual rights and obligations, and the entrance into such other arrangements as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action, suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of 67 the Transactions. In addition, Buyer shall use its reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts, to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Outside Date; provided, however, that such litigation in no way limits the obligation of Buyer to use its reasonable best efforts, or to cause its Affiliates to use their respective reasonable best efforts (and to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law) to close the Transactions prior to the Outside Date. For the avoidance of doubt, Buyer’s obligations under this Section 6.05(b) shall be absolute and shall not be qualified or limited by what may be considered commercially reasonable or any efforts standard. (c) Subject to applicable Law, Buyer and Seller shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Entity relating to the matters that are the subject of this Section 6.05 and permit such other party to review in advance any proposed communication by such party to any Governmental Entity. Neither Buyer nor Seller shall (or shall permit any of their respective Affiliates to) agree to participate in any communication with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to the matters that are the subject of this Agreement, unless such party consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate at such communication. Buyer and Seller shall, and shall cause their respective Affiliates to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Buyer and Seller shall promptly provide each other with copies of all correspondence, filings or communications between them or any of their representatives or Affiliates, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Section 6.05; provided that such materials may be redacted (i) as necessary to comply with contractual arrangements and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. Notwithstanding the foregoing, (A) the foregoing provisions of this Section 6.05(c) shall not apply to any correspondence, filings or communications between Seller or any of its representatives or Affiliates, on the one hand, and the IIA or members of its staff, on the other hand, and (B) no party shall be required to provide the other party any information that it reasonably considers to be competitively sensitive; provided that, in such circumstance, the disclosing party shall provide the information to the receiving party’s external legal counsel on an “external counsel only basis” (prior to doing so, the disclosing party may seek an assurance from the receiving party’s external legal counsel that it will not provide such information to the receiving party) and, where reasonably practicable, shall provide a redacted version to the receiving party. Buyer shall, after consultation with Seller and consideration of Seller’s views in good faith, have principal responsibility for directing, devising, and implementing the strategy (I) for obtaining any necessary approval of, for responding to any request from, inquiry by, or investigation by (including directing the timing, nature, and substance of all such filings or responses), for the determination of any actions to be taken under this Section

68 6.05 with respect to, and for leading all meetings and communications with, any Governmental Entity that has authority to enforce any antitrust Law; and (II) with respect to any litigation by any Person or Governmental Entity, or, any action asserted by any Person in any court or before any other Governmental Entity, against Buyer and including in any appeal thereof; provided that the foregoing shall in no event limit Buyer’s obligations under this Section 6.05. (d) Buyer shall not, and shall cause its Affiliates not to, enter into any transaction, or any contract or other agreement, whether oral or written, to effect any transaction (including any merger or acquisition) that would reasonably be expected to make it more difficult, or to increase the time required, to: (i) obtain any Antitrust Approvals; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the Transactions; or (iii) obtain any other authorizations, consents, orders and approvals of Governmental Entities necessary for the consummation of the Transactions. (e) Within fifteen (15) business days of the date of this Agreement, Seller shall cause Asset Transferring Affiliate to submit an application with the IIA seeking the IIA Approval (the “IIA Application”). Seller shall, and shall cause Asset Transferring Affiliate to, use reasonable best efforts to (i) promptly obtain the IIA Approval and (ii) keep Buyer reasonably apprised with respect to the progress of the IIA Application and the IIA Approval. Prior to the Closing, Seller or one of its Affiliates shall pay in full all IIA Fees required to be paid in connection with the IIA Approval. Section 6.06. Access. Seller shall, and shall cause the Transferred Company to, give Buyer and its accountants, legal counsel and other representatives reasonable access (including the right to make, at Buyer’s expense, photocopies), for the purpose of allowing Buyer to successfully transition the Business, upon reasonable prior notice during normal business hours and without undue interruption to Seller or any of its Affiliates (including the Transferred Company) throughout the period prior to the Closing, to the properties, books and records (including Form I-9s, offer letters and restrictive covenant agreements for U.S. Transferred Employees) of the Transferred Company and Asset Transferring Affiliate, to the extent related to the Transferred Assets, and will furnish, at Buyer’s expense, Buyer, its accountants, legal counsel and other representatives during such period such information to the extent relating to the Transferred Company or the Transferred Assets as Buyer may reasonably request and Seller shall reasonably determine is required for Buyer to successfully transition the Business (other than, in each case, (a) attorney-client privileged communications, (b) books, records and information of, or to the extent related to, Seller or any of its Affiliates (other than the Transferred Company and, solely with respect to the Transferred Assets, Asset Transferring Affiliate) or their respective businesses, (c) any information which constitutes Trade Secrets, sensitive information, or that could otherwise cause significant competitive harm to the Transferred Company or the Business if the Transactions are not consummated or (d) for the avoidance of doubt, where access to such books, records or information is prohibited by applicable Laws); provided that (i) this Section 6.06 shall not entitle Buyer or its accountants, legal counsel or other representatives to contact any third party doing business with the Transferred Company or access the properties, books or records of any such third party, in each case without Seller’s prior written consent and (ii) in the case of any conflict between this 69 Section 6.06 and Section 8.01, Section 8.01 shall prevail and Seller shall not be required to provide any employment-related information any earlier than as provided in Section 8.01. Buyer will hold in confidence all information so obtained in accordance with the Confidentiality Agreement. Section 6.07. Intercompany Accounts and Indebtedness. Except as otherwise provided herein, all intercompany accounts relating to corporate (rather than commercial) relationships or services as of the Closing Date between Seller or its Affiliates (other than the Transferred Company), on the one hand, and the Transferred Company, on the other hand, shall be settled in full or, at the option of Seller, but only to the extent permitted by Law, cancelled, in each case on or prior to the Closing Date. Section 6.08. Services from Affiliates. Buyer acknowledges that the Transferred Company currently receives or benefits from the Shared Services. Other than as may be provided pursuant to the terms of the Ancillary Agreements, Buyer further acknowledges that all such Shared Services shall cease, and any agreement in respect thereof shall terminate with respect to the Transferred Company as of the Closing Date, and thereafter, Seller’s and its Affiliates’ sole obligation with respect to the provision of any services with respect to the Transferred Company shall be as set forth in the Ancillary Agreements. From and after the Closing, Buyer and its Affiliates (including the Transferred Company) shall have no liabilities or obligations with respect to any Shared Services, except to the extent provided for in the Ancillary Agreements. Section 6.09. Asset Transfer. (a) Seller shall, and shall cause its applicable Affiliates to, (i) transfer, assign and deliver to the Transferred Company prior to the Closing all of Seller’s and its Affiliates’ right, title and interest in, to and under (A) the assets set forth on Schedule 6.09(a) and (B) each Transferred Commingled Contract to the extent related to the Business, and (ii) transfer the employment of any U.S. Employees of the Business not employed by the Transferred Company to the Transferred Company prior to the Closing. In connection therewith, the Transferred Company shall assume, and undertake to pay, perform and discharge as and when due, all Assumed Pre-Closing Contract Liabilities. After the Closing, Buyer shall cause the Transferred Company to pay all Assumed Pre-Closing Contract Liabilities as and when due and promptly reimburse Seller for the performance by Seller (or any of its Affiliates) of any Assumed Pre-Closing Contract Liabilities the performance of which by, or on behalf of, the Transferred Company is not accepted by the obligee in the exercise of such obligee’s lawful rights. (b) Each Contract set forth on Schedule 6.09(b)(i) that, pursuant to its terms, permits Seller or its Affiliates to assign to the Transferred Company the rights of Seller or its Affiliates under such Contract (to the extent related to the Business) without the consent of any counterparty thereto is referred to as a “Transferred Commingled Contract”. With respect to each Contract set forth on Schedule 6.09(b)(ii), during the period from the date of this Agreement to the Closing Date, Seller shall use commercially reasonable efforts to obtain the consent of the applicable counterparty thereto to the assignment to the Transferred Company of the rights of Seller or its Affiliates under such Contract (to the extent related to the Business) pursuant to Section 6.09(a); provided, however, that (i) neither Seller nor any 70 of its Affiliates shall be required to pay any consideration or make any concession for any such consent and (ii) under no circumstances shall the Purchase Price be reduced or Seller or its Affiliates be subject to any liability on account of the failure to obtain any such consent. If such consent is obtained for any Contract set forth on Schedule 6.09(b)(ii) prior to the Closing Date, such Contract shall be deemed to be a Transferred Commingled Contract. If such consent is not obtained for any Contract set forth on Schedule 6.09(b)(ii) prior to the Closing Date, then (A) for a period of eighteen (18) months after the Closing Date, Seller shall use commercially reasonable efforts to assist Buyer, as Buyer reasonably requests, in Buyer’s negotiation of a replacement agreement therefor with the applicable counterparties thereto (provided, however, that (1) neither Seller nor any of its Affiliates shall be required to pay any consideration or make any concession therefor and (2) under no circumstances shall the Purchase Price be reduced or Seller or its Affiliates be subject to any liability on account of the failure to obtain any such replacement) and (B) for a period of eighteen (18) months after the Closing Date (or, if earlier, until Buyer obtains a replacement arrangement therefor), the parties shall use commercially reasonable efforts to cooperate with each other in any reasonable and lawful arrangements (that do not breach the relevant Contract) designed to provide the Transferred Company the applicable benefits of use of such Contract (provided, however, that (1) neither Seller nor any of its Affiliates shall be required to pay any consideration or make any concession therefor and Buyer shall bear any relevant costs and expenses and other obligations of the foregoing and (2) Seller’s obligations pursuant to this sentence shall only apply for so long as Buyer is making a good faith effort to procure such replacement arrangements). Buyer and Buyer Israeli Subsidiary further agree that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s or Buyer Israeli Subsidiary’s obligations to close the Transactions shall be deemed not satisfied as a result of (x) the failure to obtain any such consent or replacement; or (y) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent or replacement. (c) For purposes of Article III, the representations and warranties of Seller shall be deemed to be made as though the assets set forth on Schedule 6.09(a) and Schedule 6.09(b) and the employees that are the subject of Section 6.09(a)(ii) were transferred as of the date of this Agreement in accordance with this Section 6.09. Specifically, for purposes of the representations and warranties of Seller set forth in Section 3.11, each Transferred Commingled Contract shall be deemed to be a Material Contract. Section 6.10. Seller Retained Materials. Notwithstanding anything to the contrary contained in this Agreement, Buyer acknowledges and agrees that all of the following shall remain the property of Seller, and neither Buyer nor any of its Affiliates (including, after the Closing, the Transferred Company) shall have any interest therein: (a) all records and reports prepared or received by Seller, any of its Affiliates or representatives in connection with the sale of the Transferred Company and the Transactions, including all analyses relating to the Transferred Company or Buyer or its Affiliates so prepared or received and (b) all confidentiality agreements with prospective purchasers of the Transferred Company or any portion thereof (provided that the rights to enforce all confidentiality and non-use provisions, to the extent related to the Transferred Company or the Transferred Assets, under such confidentiality agreements shall be assigned in relevant part to Buyer effective as of the Closing pursuant to an assignment and assumption agreement substantially in the form of Exhibit G; provided, further, 71 that copies of all such confidentiality agreements with prospective purchasers of the Transferred Company will be provided to Buyer promptly following the Closing), and all bids, expressions of interest and related materials received from third parties with respect thereto. In addition, Seller shall have the right to retain copies of the documents, materials and data relating to the conduct of the Business or the Transferred Assets prior to the Closing Date. Section 6.11. Release. Each of Buyer and Buyer Israeli Subsidiary, on its own behalf and, to the extent of its legal authority, on behalf of its current and future Affiliates, including, following the Closing, the Transferred Company, and Buyer’s, Buyer Israeli Subsidiary’s and such Affiliates’ respective successors, assigns, executors and any other Person claiming by, through or under any of the foregoing (each, a “Buyer Releasing Party”), does hereby unconditionally and irrevocably release, waive and forever discharge, effective as of the Closing, Seller and Seller’s past, present and future directors, officers, managers, employees, agents and other representatives, predecessors, direct and indirect stockholders or members, partners, insurers and Affiliates (and each director, officer, manager, employee, agent and other representative, predecessor, direct and indirect stockholder or member, partner, insurer and Affiliate of each of them), and each of their respective successors and assigns (collectively, the “Seller Released Parties”), from any and all losses, costs, expenses, claims, demands, Damages, Judgments, decisions, orders, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing with respect to the Transferred Company, the Transferred Assets or the Assumed Liabilities, including the organization, management or operation of the Business, whether pursuant to the Seller Released Parties’ organizational documents, applicable Law, Contract or otherwise (the “Buyer Released Claims”); provided, however, that this Section 6.11 shall not constitute a release or waiver of any rights, claims or causes of action of any Buyer Releasing Party against the Transferred Company or Seller under this Agreement or any Ancillary Agreement, which rights, claims and causes of action, for clarity, shall not comprise “Buyer Released Claims.” Each Buyer Releasing Party (a) understands that this is a full and final general release of all Buyer Released Claims of any nature whatsoever that could have been asserted in any action, suit or other proceeding against the Seller Released Parties and (b) represents and warrants to the Seller Released Parties that (i) it has not voluntarily or involuntarily assigned, conveyed or otherwise transferred, or purported to assign, convey or otherwise transfer, to any Person any Buyer Released Claims and (ii) there are no Liens on or against any of the Buyer Released Claims. Each of Buyer and Buyer Israeli Subsidiary acknowledges that the Laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each of Buyer and Buyer Israeli Subsidiary acknowledges that such provisions are designed to protect a Person from waiving claims which it does not know exist or may exist. Nonetheless, Buyer and Buyer Israeli Subsidiary agree that, effective as of the Closing, Buyer (on behalf of the Buyer Releasing Parties) shall be deemed to waive any such provision. Each of Buyer and Buyer Israeli Subsidiary, on behalf of itself and the other Buyer Releasing Parties, unconditionally and irrevocably covenants not to, directly or indirectly, sue, or commence, knowingly aid or prosecute or cause to be commenced, knowingly aided or prosecuted any claim, action, suit or other proceeding, or authorize any other Person to commence or prosecute any claim, action, suit

72 or other proceeding, against any of the Seller Released Parties in respect of any Buyer Released Claim. Section 6.12. Buyer Israeli Subsidiary. Buyer shall cause Buyer Israeli Subsidiary to comply with all of its obligations under this Agreement. Section 6.13. R&W Insurance. The parties hereto acknowledge that, as of the date of this Agreement, Buyer has obtained a binder to the R&W Insurance Policy, a complete and correct copy of which has been provided to Seller prior to entry into this Agreement. Prior to the Closing, Buyer shall take all actions necessary to obtain and bind, and shall obtain and bind, the R&W Insurance Policy, which shall contain terms and conditions not materially less favorable to Buyer than the terms and conditions as set forth in the Binder; provided, however, that in all events, the R&W Insurance Policy shall provide that (a) the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against any Seller Indemnitee, except for any claim for Fraud, (b) each Seller Indemnitee shall be a third party beneficiary of such waiver and (c) following the Closing, Buyer shall not amend the subrogation provisions of the R&W Insurance Policy in any manner adverse to any Seller Indemnitee without Seller’s express prior written consent. Buyer shall pay or cause to be paid, all costs and expenses related to the R&W Insurance Policy. Buyer shall not amend, waive or otherwise modify the R&W Insurance Policy in any manner adverse to Seller. Article VII Post-Closing Covenants Seller covenants and agrees with Buyer and Buyer Israeli Subsidiary, and each of Buyer and Buyer Israeli Subsidiary covenants and agrees with Seller, that during the period commencing after the Closing: Section 7.01. Use of Retained Names and Marks by Buyer. (a) Buyer and Buyer Israeli Subsidiary hereby acknowledge that Seller or its Affiliates (other than the Transferred Company) own all right, title and interest in and to the trademarks, service marks, domain names, social media identifiers, handles and tags, logos and names set forth in Schedule 7.01(a), together with all variations and acronyms thereof and all trademarks, service marks, domain names, logos, trade names, trade dress, company names, social media identifiers, handles and tags, and other identifiers of source or goodwill containing, incorporating, based on or associated with any of the foregoing (collectively, the “Retained Names and Marks”), and that, except as expressly provided below, any and all right of the Transferred Company to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to Seller and its Affiliates (other than the Transferred Company), along with any and all goodwill associated therewith. Each of Buyer and Buyer Israeli Subsidiary further acknowledges that it has no rights or interests, and is not acquiring any rights or interests, directly or indirectly, through the Transferred Company or otherwise, to use the Retained Names and Marks, except as expressly provided herein. (b) Seller, on behalf of itself and its Affiliates, hereby grants to Buyer and its Affiliates (including the Transferred Company) (collectively, the “Buyer Licensees”), a 73 worldwide, royalty-free, non-transferrable, non-exclusive irrevocable license to use the Retained Names and Marks solely as follows in connection with the operation of the Business, in each instance as operated immediately prior to the Closing: (i) (x) on packaging, labeling, instructions for use and the body of products for, or (y) in connection with the manufacture, sale, packaging, distribution, promotion, advertising, marketing, importing and exporting of, (A) any Products that have been the subject of sales on or before the date hereof, including any such Products that are manufactured after the date hereof, and (B) any Products set forth on Schedule 7.01(b), in each case, in the manner used in the operation of the Business immediately prior to the Closing Date, for a period of four (4) years after the Closing Date; (ii) on equipment, signs, letterheads, invoices and other physical documents and materials, in each case containing the Retained Names and Marks in the form in which they exist and are used by the Transferred Company as of the Closing (collectively, the “Existing Stock”), for a period of two (2) years after the Closing Date (provided that the license granted pursuant to this Section 7.01(b)(ii) shall not apply with respect to any substantive revisions to the Existing Stock that are made after the Closing Date); and (iii) notwithstanding the foregoing in (i) and (ii), in all Internet domain names, website content, and other internet or electronic communications for a period of twelve (12) months after the Closing Date (provided that if the content of such websites or other internet or electronic communications is a digital copy (e.g. scan, photograph) of something that is covered by the foregoing clauses (i) or (ii) and for which the Retained Names and Marks have not already been removed therefrom, the time periods specified in clauses (i) or (ii), as applicable shall apply instead). provided that with respect to the licenses granted under clause (b)(i) above, (A) if between the date of this Agreement and the Closing Date, Buyer notifies Seller of any circumstance (including any requirement of applicable Law) that, as reasonably determined by Buyer in good faith, would materially restrict or interfere with Buyer’s and its Affiliates’ ability to operate the Business as a result of the limitations set forth in clause (b)(i) above, as applicable, Seller shall engage in good faith negotiations with Buyer as to reasonable modifications to the scope of such license (on terms mutually agreed by the parties) to the extent necessary to avoid such restriction or interference and (B) if after the Closing Date Buyer notifies Seller of any requirement of applicable Law that, as reasonably determined by Buyer in good faith, would materially restrict or interfere with Buyer’s and its Affiliates’ ability to operate the Business as a result of the limitations set forth in clause (b)(i) above, as applicable, Seller shall engage in good faith negotiations with Buyer as to reasonable modifications to the scope of such license (on terms mutually agreed by the parties) to the extent necessary to avoid such restriction or interference. (c) Buyer Licensees’ use of the Retained Names and Marks shall be subject to all generally applicable style and other usage guidelines in effect for the Retained Names and Marks immediately prior to the Closing Date. Buyer Licensees may sublicense the non- exclusive rights granted to Buyer Licensees in Section 7.01(b) to their authorized distributors, vendors, subcontractors, and resellers acting on behalf of Buyer Licensees solely as necessary for the continued operation of the Business, but in no other circumstances. Buyer Licensees shall be liable for their sublicensees’ compliance with the obligations under 74 Section 7.01(b) and any breach by a sublicensee shall be deemed a breach by Buyer Licensee. (d) Upon Seller’s request, Buyer shall, and shall cause the Transferred Company to, promptly execute all assignment, transfer and other documents, and take all steps, in each case, that Seller believes are necessary or desirable to confirm, effectuate or otherwise evidence or record Seller’s and its Affiliates’ (excluding, after the Closing, the Transferred Company) rights, title and interests in and to, and control over, the Retained Names and Marks, including the Internet domain names and social media identifiers, handles and tags incorporating any Retained Names and Marks. (e) Nothing hereunder permits Buyer, its Affiliates or, after the Closing, the Transferred Company, to register or to seek to register, any of the Retained Names and Marks in any jurisdiction. Buyer shall ensure that all use of the Retained Names and Marks by the Transferred Company, after the Closing, as provided in this Section 7.01, shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Transferred Company used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks, including under this Section 7.01 shall inure solely to the benefit of Seller and its Affiliates (other than the Transferred Company). In any event, Buyer shall not, and shall cause its Affiliates and, after the Closing, the Transferred Company not to, use the Retained Names and Marks in any manner that may damage or tarnish the reputation of Seller or its Affiliates (other than the Transferred Company) or the goodwill associated with the Retained Names and Marks. (f) Upon the expiration of each period set forth in Section 7.01(b)(i), (b)(ii), and (b)(iii), Buyer Licensees shall cease, and cause their sublicensees to cease, all use of the Retained Names and Marks subject, in the case of Section 7.01(b)(i) and (b)(ii) to a one-year phase-out period, to allow Buyer Licensees to use and exhaust current inventories or products that use the Retained Names and Marks. Notwithstanding the foregoing, Buyer Licensees shall not be required to recall from the market any Existing Stock containing the Retained Names and Marks and shall be permitted to retain Existing Stock containing the Retained Names and Marks to the extent required by applicable Law or order of a Governmental Entity to be retained or maintained, or to the extent that such materials are retained for archival purposes or reside on e-mail platforms, in archival back-up tapes or similar storage media or are otherwise retained for archival purposes in accordance with internal policies of Buyer Licensees (in which case such materials are not to be used for any purpose by Buyer Licensees other than archival purposes). (g) Buyer agrees that neither Seller nor any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use by the Transferred Company of any Retained Names and Marks after the Closing. In addition to any and all other available remedies, Buyer shall defend, indemnify and hold harmless the Seller Indemnitees from and against any and all such claims that may arise out of the use of the Retained Names and Marks (i) by the Transferred Company in accordance with the terms and conditions of this Section 7.01, other than such claims that the Retained Names and Marks infringe the IP Rights of any third party; or (ii) by Buyer or any of its Affiliates (including, after the Closing, the Transferred Company) in violation of or outside the scope permitted by this Section 7.01. Notwithstanding anything in this Agreement to the contrary, 75 Buyer hereby acknowledges and agrees that in the event of any breach or threatened breach of this Section 7.01, Seller shall suffer irreparable harm, and Seller in addition to any other remedies available to it, (A) shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Buyer and any of its Affiliates (including, after the Closing, the Transferred Company) from any such breach or threatened breach and (B) shall not be required to provide any bond or other security in connection with any such injunction, order or other relief. (h) Notwithstanding anything herein to the contrary, neither Buyer nor any of its Affiliates (including, after the Closing, the Transferred Company) shall have any right to use for any purpose, and nothing in this Agreement shall be construed as granting to Buyer nor any of its Affiliates (including, after the Closing, the Transferred Company) a license to use in any way, any of Seller’s or its Affiliates’ trademarks, service marks, domain names, social media identifiers, handles and tags, logos and names not included in the Retained Names and Marks, including but not limited to those set forth on Schedule 7.01(h) (collectively, the “Excluded Marks”). Buyer hereby acknowledges that Seller or its Affiliates (other than the Transferred Company) retain all right, title and interest in the Excluded Marks, and any and all right of the Transferred Company to use the Excluded Marks shall terminate as of the Closing and shall immediately revert to Seller and its Affiliates (other than the Transferred Company), along with any and all goodwill associated therewith. Section 7.02. Use of Transferred Company IP by Seller During Transition Period. Buyer hereby grants to Seller and its Affiliates permission to use the IP Rights that are owned by the Transferred Company during the terms of the Transition Services Agreement and the Transition Manufacturing Agreement to the extent required by Seller and its Affiliates to provide the services described therein to Buyer or its Affiliates. Section 7.03. Access; Cooperation. (a) Buyer shall grant Seller access to all contracts, books, records and other information in Buyer’s or its Affiliates’ possession relating to the conduct of the Business prior to the Closing, except where such access is prohibited by applicable Law. Seller shall reimburse Buyer for reasonable expenses incurred in providing such access. (b) From and after the Closing, Buyer shall make the Transferred Employees available to Seller to assist Seller, and shall otherwise cooperate with Seller, in the preparation and submission of any of Seller’s financial statements, in each case to the extent Transferred Employees have provided such information or such assistance prior to the Closing. (c) After the Closing, (i) Seller shall provide to Buyer the necessary information to permit Buyer to effect and perfect the transfer of the applications and registrations of the Patents, Trademarks and Domain Names included in the Owned Intellectual Property in accordance with Section 2.01(a) and (ii) Seller shall reasonably cooperate with Buyer in executing appropriate documents to effectuate the transfer or assignment for the Owned Intellectual Property that is in the name of Seller or any of its Affiliates and to remove any recordations of any designated licensee or registered users of any Owned Intellectual Property if requested by Buyer and required by the local patent and trademark offices to record the change of ownership of the Owned Intellectual

76 Property. Notwithstanding the foregoing, after the Closing and upon the earlier of six (6) months or the actual transfer of any Patents, Trademarks, Copyrights or Domain Names, Seller and its Affiliates shall have no obligation to maintain or renew any Patents, Trademarks, Copyrights or Domain Names in the Owned Intellectual Property other than pursuant to the BWI In-License Agreement and the BWI Out-License Agreement. Section 7.04. Insurance. (a) Except as set forth in Section 7.04(b), the coverage under all insurance policies related to the Transferred Company and the Transferred Assets and arranged or maintained by Seller or its Affiliates is only for the benefit of Seller and its Affiliates, and not for the benefit of Buyer or, after the Closing, the Transferred Company. As of the Closing Date, Buyer agrees to arrange for its own insurance policies with respect to the Transferred Company and the Transferred Assets covering all periods from and after the Closing and, except as set forth in Section 7.04(b), agrees not to seek (and to cause the Transferred Company not to seek), through any means, to benefit from any of Seller’s or its Affiliates’ insurance policies which may provide coverage for claims relating in any way to the Transferred Company or the Transferred Assets. (b) From and after the Closing, Seller shall, and shall cause its Affiliates to, maintain its existing (or similarly comprehensive) policies of directors’ and officers’ liability insurance such that they will continue to provide coverage for the benefit of the directors and officers of the Transferred Company serving prior to and as of the Closing Date with respect to any liabilities arising out of actions or omissions of such persons prior to the Closing in their capacities as persons covered by such policies. Section 7.05. Payments from Third Parties. In the event that, on or after the Closing Date, either Seller (or its Affiliates), on the one hand, or Buyer (or its Affiliates), on the other hand, shall receive any payments or other funds due to the other (or its Affiliates) pursuant to the terms of any of the Transaction Documents, then the party receiving such funds shall promptly forward such funds to the proper party. The parties acknowledge and agree there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under any of the Transaction Documents. Section 7.06. Tax Matters. (a) Preparation and Filing of Tax Returns; Payment of Taxes. (i) Seller shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by or in respect of (A) the Transferred Company or the Transferred Assets that are due (including applicable extensions) to be filed on or before the Closing Date or (B) the Transferred Company that are required to be included in (or filed with) a Tax Return of an affiliated, consolidated, combined, unitary or aggregate group of which Seller or any of its Affiliates is part for any taxable period (together, “Seller Tax Returns”). Seller Tax Returns described in clause (A) and pro forma returns of the Transferred Company described in clause (B) shall be prepared on a basis consistent with past practice, unless otherwise required by applicable Law on a more likely than not basis. 77 (ii) Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of or in respect of the Transferred Company or the Transferred Assets in respect of a Pre-Closing Tax Period (including any Straddle Tax Period) other than Seller Tax Returns or Tax Returns relating to Transfer Taxes, which are addressed in Section 2.07 (“Buyer Tax Returns”). All Buyer Tax Returns shall be prepared on a basis consistent with past practice, unless otherwise required by applicable Law on a more likely than not basis. At least thirty (30) days prior to the due date for the filing (taking into account any applicable extensions that are automatically granted) of any Buyer Tax Return, Buyer shall deliver to Seller for Seller’s review and approval a draft of any such Buyer Tax Return together with a statement setting forth the amount of Tax for which Seller is responsible pursuant to Section 7.06(d)(i). Seller shall provide any comments within fifteen (15) days from the receipt of the relevant draft Buyer Tax Return, and Buyer shall consider in good faith any reasonable comments of Seller. Unless otherwise required by Law, neither Buyer nor any of its Affiliates (including the Transferred Company) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes, with respect to the Transferred Company or the Transferred Assets for a Pre-Closing Tax Period or a Straddle Tax Period without the prior written consent of Seller, which consent shall not be unreasonably delayed, withheld or conditioned. (iii) Seller shall timely pay, or cause to be timely paid, all Taxes due and payable with respect to any Seller Tax Return described in clause (A) of Section 7.06(a)(i). Buyer shall timely pay, or cause to be timely paid, all Taxes due and payable with respect to any Buyer Tax Return; provided that Seller shall pay to Buyer, at least two (2) business days prior to the date on which the relevant Taxes are required to be paid to the applicable Taxing Authority, the amount of Tax for which Seller is responsible pursuant to Section 7.06(d)(i) in connection with the filing of any Buyer Tax Return, except for any Taxes included in the determination of the Current Liabilities. (b) Carrybacks. To the extent permitted under applicable Tax Law, Buyer, on its own behalf and on behalf of its Affiliates and to the extent permitted by applicable Law, hereby waives any right to carry back, use or apply in any Pre-Closing Tax Period any Tax asset, including any net capital loss, net operating loss, foreign Tax credit, charitable contribution credit or research and development credit, of the Transferred Company arising in any taxable period ending after the Closing Date. (c) Refunds. Seller shall be entitled to retain, or receive prompt payment from Buyer or any of its Subsidiaries or Affiliates (including the Transferred Company) with respect to, any refund, credit, offset or other similar benefit actually received (or in the case of an offset or credit against a Tax otherwise owing, the amount by which a tax liability was actually offset or reduced by way of credit) with respect to Taxes attributable to the Transferred Company for any Pre-Closing Tax Period, including any such amounts arising by reason of amended Tax Returns filed after the Closing Date, but excluding any amounts taken into account under Section 7.06(d)(iv). In connection with the foregoing, if Seller determines that the Transferred Company is entitled to file or make a formal or informal claim for a refund of Taxes (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period, Seller shall be entitled, at Seller’s expense, to require that Buyer cause the Transferred Company to file or make, such formal or informal claim for refund, 78 and Seller shall be entitled to control the prosecution of such claim for refund; provided, however, (i) that Seller shall provide Buyer with a copy of the claim for refund at least thirty (30) days before the due date, and (ii) that Buyer shall have fifteen (15) days to review the claim and shall file, or cause to be filed, such claim for refund if it consents to the filing, which consent shall not be unreasonably delayed, withheld or conditioned. Buyer shall cooperate, and cause its Affiliates and the Transferred Company to cooperate, with respect to any claim for refund made in accordance with the preceding sentence and shall pay, or cause the Transferred Company to pay, to Seller the amount (including interest) of any related refund, credit, offset or other similar benefit received or realized by Buyer or any Affiliate thereof (including the Transferred Company), net of any unreimbursed reasonable costs incurred by Buyer or its Affiliates in respect of obtaining such refund, credit, offset or other similar benefit, within five days of receipt (or realization) thereof. Buyer and Seller shall equitably apportion any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to the Transferred Company for a Straddle Tax Period in a manner consistent with the principles set forth in Section 7.06(d)(iii). For the avoidance of doubt, Seller is not entitled to any refund, credit, offset or other similar benefit resulting from the carryback of a tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period. Buyer shall be entitled to all refunds of Taxes in respect of Taxes that relate to Post-Closing Tax Periods, and Seller shall promptly pay over any such refunds received by Seller or its Affiliates (not including the Transferred Company) after the Closing to Buyer. (d) Tax Indemnification. (i) Seller shall, without duplication, indemnify, defend and hold Buyer and its Affiliates harmless from and against all Losses from liabilities for Pre-Closing Taxes; provided that, notwithstanding the foregoing, Seller shall not be required to indemnify, defend or hold harmless Buyer or any of its Affiliates (including the Transferred Company) from any Loss on account of any liability for Taxes (i) to the extent attributable to a Buyer Tax Act, (ii) that are Transfer Taxes, (iii) to the extent such Taxes were taken into account in determining Working Capital or (iv) to the extent that Seller paid such Taxes in accordance with Section 7.06(a)(iii). For purposes of this Section 7.06, “Buyer Tax Act” shall mean (A) a breach by Buyer or its Affiliates (including the Transferred Company) of any of its covenants or agreements in this Agreement, (B) any election under federal, state, local or non-U.S. Tax Law effective for any Pre-Closing Tax Period (and the costs attributable to any such election shall be borne solely by Buyer) that is made after the Closing Date, except for any such election required by Law as in effect at the time of Closing, including as a result of a determination within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Tax Law), and (C) any other action taken outside of the Ordinary Course of Business on the Closing Date after the Closing; adopting or changing any Tax accounting method or period with respect to any Pre-Closing Tax Period; filing any amended Tax Return of the Transferred Company relating to any Pre-Closing Tax Period; filing any Tax Return of the Transferred Company outside the Ordinary Course of Business relating to any Pre- Closing Tax Period; making any voluntary disclosure with respect to Taxes or Tax Returns of the Transferred Company or otherwise voluntarily approaching a Governmental Entity with respect to Taxes or Tax Returns of the Transferred Company relating to any Pre-Closing Tax Period; applying for any Tax ruling that affects the Pre- Closing Tax Period; consenting to any extension or waiver of the limitation period 79 applicable to any Tax claim or assessment relating to any Pre-Closing Tax Period; entering into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of applicable state, local or non-U.S. Law) with respect to any Taxes or Tax Returns relating to any Pre-Closing Tax Period; or assuming or agreeing to indemnify any liability for Taxes of another Person. Notwithstanding anything to the contrary in the foregoing clause (C), the actions described in clause (C) do not include an election described in clause (B), any action expressly required by the terms of this Agreement or any action contemplated or undertaken in accordance with Section 7.06. (ii) Buyer and its Affiliates (including the Transferred Company) shall indemnify, defend and hold Seller and its Affiliates harmless from and against all (A) liabilities for Taxes of or in respect of the Transferred Company or the Transferred Assets relating to a Post-Closing Period, and (B) liabilities for Transfer Taxes. (iii) In the case of any Straddle Tax Period: (A) Any Taxes imposed in respect of the Transferred Assets and the periodic Taxes of the Transferred Company that are not based on income or receipts (e.g., property or ad valorem Taxes) for the Pre-Closing Tax Period shall be pro-rated between the Pre-Closing Tax Period and the Post- Closing Tax Period in the same ratio as the number of days in the Pre- Closing Tax Period bears to the number of days in the Post-Closing Tax Period; and (B) Taxes of the Transferred Company for the Pre-Closing Tax Period, other than Taxes described in Section 7.06(d)(iii)(A) above, shall be computed as if such Tax period ended as of the close of business on the Closing Date, provided that any determinations made on a time basis, such as depreciation, shall be pro-rated on a per diem basis. (iv) Seller’s obligation to make an indemnity payment pursuant to this Section 7.06(d) shall be reduced by the amount of any refunds of Taxes with respect to Pre- Closing Tax Periods to the extent received after the Closing Date by Buyer or any of its Affiliates (including the Transferred Company) and not remitted to Seller prior to the date on which Seller is otherwise required to make the applicable indemnity payment hereunder. (v) The indemnification obligations under Section 7.06(d)(i) shall survive the Closing until the date that is thirty (30) days after the expiration of the applicable statute of limitations (including extensions or waivers) with respect to the assessment of the Taxes subject to the indemnification obligation, and shall thereafter expire and be of no force or effect. (e) Tax Contests. (i) Buyer shall notify Seller within three (3) business days of receiving notice from an applicable Taxing Authority of any Tax Proceeding for a Pre-Closing Tax Period with respect to the Transferred Company or the Transferred Assets. With respect to any Tax Proceeding relating to any Taxes or Tax Returns of the Transferred Company or the Transferred Assets (not including, for the avoidance of doubt the Asset Transferring Affiliate Tax Return) in respect of any Pre-Closing Tax Period (not including, for the

80 avoidance of doubt, any Seller Tax Returns described in Section 7.06(a)(i)(B)), Seller may choose in its sole discretion (at its expense) to control, and, except as provided herein, make all decisions taken in connection with, such Tax Proceeding (including selection of counsel). Without limiting the foregoing, Seller may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Governmental Entity with respect to any Tax Proceedings, and in its sole discretion either pay the applicable Tax Liability and sue for a refund or contest the Tax at issue in such Tax Proceeding; provided, however, that notwithstanding anything herein to the contrary, (A) Buyer, and counsel of its own choosing, shall have the right to participate in such Tax Proceeding (including attending any conferences and having a reasonable opportunity to comment on any written communications to the extent relating to the Taxes at issue), (B) Seller shall keep Buyer reasonably informed of all material meetings, correspondence and issues relating to such Tax Proceeding, and (C) Seller shall not settle any such Tax Proceeding or take any action or refrain from taking any action that would reasonably be expected to prejudice Buyer or its Affiliates without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). If Seller fails within thirty (30) business days of receipt of a notice of a Tax Proceeding described in this Section 7.06(e)(i) to assume control of such Tax Proceeding, then Seller shall be deemed to have waived its right to control the Tax Proceeding and Buyer shall have the right to control such Tax Proceeding, provided that Buyer (D) shall keep Seller reasonably informed all material meetings, correspondence and issues relating to such Tax Proceeding and (E) shall not settle any such Tax Proceeding or take any action or refrain from taking any action that would reasonably be expected to prejudice Seller or its Affiliates (including the Transferred Company with respect to any Pre-Closing Tax Period) without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (ii) Except as otherwise provided herein, Buyer shall control all Tax Proceedings with respect to the Transferred Company solely in respect of any Post-Closing Tax Period, but shall in not have the right to control any Tax Proceeding relating to any Seller Tax Return. Notwithstanding anything to the contrary herein, Buyer shall not have the right to participate in any Tax Proceeding relating to any Tax Return of an affiliated, consolidated, combined, unitary or aggregate group of which Seller or any of its Affiliates or Asset Transferring Affiliate is part for any taxable period. (f) Miscellaneous; Cooperation. (i) Buyer shall not, shall not permit any Affiliate (including the Transferred Company) to, and shall ensure that none of its Affiliates (including the Transferred Company) will not, take any action on the Closing Date after the Closing other than in the Ordinary Course of Business except as expressly required by this Agreement or with Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (ii) Except as otherwise provided in this Section 7.06, with respect to the Transferred Company, Buyer shall not make or change any election with respect to Taxes that would give rise to a Seller Tax indemnity obligation under Section 7.06(d)(i) or reduce any Tax asset of Seller or any of its Affiliates, unless such election is required by applicable Law, in which case Buyer shall notify Seller as soon as reasonably practicable. 81 (iii) Buyer, the Transferred Company and each of their respective Affiliates, on the one hand, and Seller and its respective Affiliates, on the other hand, shall provide the other with such information and records, and make such of its officers, directors, employees and agents available, as may reasonably be requested by such other party in connection with the preparation of any Tax Return or the conduct of any Tax Proceeding relating to the Transferred Company and/or the Transferred Assets for any Pre-Closing Tax Period or a Straddle Tax Period, and shall cooperate in contesting any Tax Proceeding, which cooperation shall include the retention and, upon request, the provision to the requesting party of records and information, including copies of any relevant Tax Returns and supporting work schedules, which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding. Buyer, Seller and their respective Affiliates (including the Transferred Company) shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of Section 7.06(e)(i). Buyer shall, within 120 days after the end of the applicable Tax period, prepare, or cause the Transferred Company to prepare, all Tax work paper preparation packages necessary to enable Seller to prepare, or cause to be prepared, all Tax Returns that Seller is obligated to prepare, or cause to be prepared, with respect to any Pre- Closing Tax Period or a Straddle Tax Period. Notwithstanding anything herein to the contrary, neither Seller nor Buyer shall be required to provide the respective other party with a copy of, or otherwise disclose the contents of, any consolidated, combined, unitary or similar Tax Return of which Seller (or any of its Affiliates) or Buyer (or any of its Affiliates), as applicable, is part. (iv) Notwithstanding anything herein to the contrary, any claims for any and all Tax matters shall be made only pursuant to, and the procedures with respect thereto shall be governed exclusively by, this Section 7.06 and shall not be governed by the provisions of Article X; provided, however, that Sections 10.01, 10.07, 10.08 and 10.09 shall apply to such claims and such procedures with respect thereto. For purposes of Sections 10.07, 10.08 and 10.09, (A) a party entitled to indemnification under this Section 7.06 shall be an Indemnified Party and (B) a party with an indemnification obligation under this Section 7.06 shall be an Indemnifying Party. (v) At or by the Closing Date, Seller shall deliver to Buyer copies of all pro forma Tax Return workpapers relating to the Transferred Company since January 1, 2017 (other than any consolidated federal income Tax Return or any similar combined, consolidated, affiliated, or unitary state income tax return (or any portion thereof)) that includes Seller. Section 7.07. Ancillary Agreements. At the Closing, Buyer and Seller shall, or shall cause their relevant Affiliates to, enter into, execute and deliver (a) the Transition Services Agreement, substantially in the form attached as Exhibit D (the “Transition Services Agreement”) and (b) Transition Manufacturing Agreement, substantially in the form attached as Exhibit E (the “Transition Manufacturing Agreement”). In addition, at the Closing, Buyer shall enter into, execute and deliver the Guaranty, substantially in the form attached as Exhibit F (the “License Guaranty”). 82 Section 7.08. Replacement of Seller Guaranties. On or prior to the Closing, Buyer shall use commercially reasonable efforts (and Seller shall reasonably cooperate with Buyer in good faith) so as to cause the replacement, effective as of the Closing, of the guaranties, letters of credit and other sureties provided by Seller or any of its Affiliates (other than the Transferred Company) to the Transferred Company that are set forth on Schedule 7.08 (the “Credit Support Items”), on a like-for-like basis; provided that if any Credit Support Item is not replaced effective as of the Closing, Buyer shall use its commercially reasonable efforts to replace such Credit Support Item promptly after the Closing and shall indemnify Seller and its Affiliates against, and hold each of them harmless from, any and all Damages (including all out- of-pocket costs and expenses incurred by Seller or its Affiliates to maintain such Credit Support Item) incurred or suffered by Seller or any of its Affiliates related to or arising out of such Credit Support Item. Section 7.09. Confidentiality. (a) Buyer acknowledges that the information provided to it and its Affiliates and their respective representatives in connection with the consummation of the Transactions shall be deemed Information (as defined in the Confidentiality Agreement) subject to the terms of the Confidentiality Agreement. Effective upon, and only upon, the Closing, (i) the Confidentiality Agreement shall terminate with respect to information to the extent relating solely to the Transferred Company, the Transferred Assets or the Assumed Liabilities and (ii) the term of the Confidentiality Agreement provided under Section 17 thereof shall be deemed to be amended so as to expire on the tenth (10th) anniversary of the Closing Date; provided, however, that Buyer acknowledges that any and all other information provided to it or any of its Affiliates by Seller, any of its Affiliates or their respective representatives concerning Seller or any of its Affiliates (other than information relating solely to the Transferred Company, the Transferred Assets or the Assumed Liabilities) shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing; provided, further, that such termination of the Confidentiality Agreement shall in no way prejudice or adversely affect Seller’s or its Affiliates’ ability after the Closing to seek damages, or any other remedy available to Seller or its Affiliates, with respect to a violation by Buyer (or its Affiliates or representatives) of the Confidentiality Agreement relating to Information (as defined therein) prior to the Closing. (b) For a period of ten (10) years following the Closing Date, Seller shall, and shall cause its Affiliates to, keep confidential and not disclose to any Person all confidential or proprietary information, knowledge and data relating to Buyer or relating solely to the Transferred Company, the Transferred Assets or the Assumed Liabilities, except to the extent that any disclosure of such information is (i) authorized in writing by Buyer, (ii) made in connection with the enforcement of any right or remedy relating to this Agreement or any of the other Transaction Documents or the Transactions or (iii) is required by Law (so long as, to the extent legally permissible and feasible, Seller provides Buyer with reasonable prior notice of such disclosure and a reasonable opportunity to contest such disclosure and if, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any such information, Seller may disclose such information, provided, however, that Seller shall use commercially reasonable efforts to obtain, at the reasonable request of Buyer and at Buyer’s expense, an order or other assurance that confidential treatment will be accorded to such portion of the information); 83 provided that such confidentiality obligations shall not extend to information, knowledge and data that (i) is now or hereafter becomes public through no fault of, or disclosure by, Seller or its Affiliates, (ii) is acquired lawfully from a third party having the right to disclose such information provided that such third party is not, to the knowledge of Seller, obligated to the party providing information to keep such information confidential, or (iii) is independently developed by or for Seller or its Affiliates without the benefit of or access to the information, knowledge or data. Section 7.10. Responsibilities for Certain Payables. With respect to the “Accounts Payable, Indirect” included within Working Capital, Seller shall, or shall cause one its Affiliates to, pay such amounts to the applicable recipient when due and Buyer shall reimburse Seller for such amounts promptly (and in any event within 15 days) following payment thereof by Seller or its Affiliates. Section 7.11. Certain Product Registrations. At the Closing, Seller shall, and shall cause its Affiliates to, transfer, assign and deliver to the Transferred Company the Product Registrations set forth on Schedule 7.11. Promptly following the Closing, Seller shall, and shall cause its Affiliates to, transfer, assign and deliver to the Transferred Company copies of all such Product Registrations. For purposes of Article III, the representations and warranties of Seller shall be deemed to be made as though the Product Registrations set forth on Schedule 7.11 were transferred as of the date of this Agreement in accordance with this Section 7.11. Section 7.12. Assurances. (a) Subject to Section 2.03(c), for a period of up to eighteen (18) months after the Closing Date, if either Buyer or Seller becomes aware that any of the Transferred Assets has not been transferred to Buyer or its Affiliates or that any of the Excluded Assets has been transferred to Buyer or its Affiliates, it shall promptly notify the other and the parties hereto shall, as soon as reasonably practicable, ensure that such property is transferred, at Buyer’s expense and with any necessary prior third-party consent or approval, to: (i) Buyer Israeli Subsidiary, in the case of any Transferred Asset which was not transferred at the Closing, or (ii) Seller or Asset Transferring Affiliate, in the case of any Excluded Asset which was transferred at the Closing. (b) From and after the Closing, if Seller or any of its Affiliates receives any money, which, following the assignment of accounts receivable under the Transferred Commingled Contracts contemplated by Section 6.09, is intended to be the property of the Transferred Company, then Seller or such Affiliate shall promptly remit, or shall cause to be remitted, such amount to an operating account of the Transferred Company (the wire instructions for which shall be delivered by Buyer to Seller in writing). From and after the Closing, if the Transferred Company receives any money with respect to any Contract set forth on Schedule 6.09(b)(i) or Schedule 6.09(b)(ii), which, pursuant to the terms of this Agreement is not intended to be the property of the Transferred Company, then Buyer shall cause the Transferred Company to promptly remit such amount to an operating account of Seller (the wire instructions for which shall be delivered by Seller to Buyer in writing). From and after the Closing, if Seller or any of its Affiliates receives any invoice with respect to any accounts payable assumed by the Transferred Company as described in this Section 6.09,

84 Seller shall promptly deliver, or shall cause to be promptly delivered, such invoice to the Transferred Company. Section 7.13. Bulk Transfer Laws. Each of Buyer and Buyer Israeli Subsidiary acknowledges that Seller and Asset Transferring Affiliate have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction. Each of Buyer and Buyer Israeli Subsidiary hereby waives compliance by Seller and Asset Transferring Affiliate with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the Transactions. Section 7.14. Other Transaction Matters. Each of Seller and Buyer shall, and shall cause each of its Affiliates to, comply with the applicable obligations set forth on Schedule 7.14. Section 7.15. Certain TMA-Related Contracts. (a) As soon as reasonably practicable following the termination or expiration of the Transition Manufacturing Agreement, Seller shall, and shall cause its relevant Affiliates to, transfer, assign and deliver to the Transferred Company all of Seller’s and its Affiliates’ right, title and interest in, to and under the Transferred TMA-Related Contracts to the extent related to the Business. In connection therewith, Buyer shall cause the Transferred Company to assume, and undertake to pay, perform and discharge as and when due, all Assumed Post-Closing Contract Liabilities with respect to the Transferred TMA-Related Contracts. After such assignment, Buyer shall cause the Transferred Company to pay all Assumed Post-Closing Contract Liabilities with respect to the Transferred TMA-Related Contracts as and when such liabilities become due and promptly reimburse Seller for the performance by Seller (or any of its Affiliates) of any Assumed Post-Closing Contract Liability with respect to the Transferred TMA-Related Contracts the performance of which by, or on behalf of, the Transferred Company is not accepted by the obligee in the exercise of such obligee’s lawful rights. (b) For each Contract set forth on Schedule 7.15 that, pursuant to its terms, does not permit Seller or its Affiliates to assign to the Transferred Company the rights of Seller or its Affiliates under such Contract to the extent related to the Business without the consent of the counterparty thereto, Seller shall, no later than the date that is eighteen (18) months prior to the expiration of the Transition Manufacturing Agreement, facilitate the introduction of (x) a contact person designated by Buyer or the Transferred Company to (y) an appropriate point of contact for the counterparty to such Contract to assist Buyer in procuring replacement arrangements in lieu of such Contract following the expiration of the Transition Manufacturing Agreement. Notwithstanding the foregoing, Seller’s obligations pursuant to this Section 7.15 shall in no event require Seller or any of its Affiliates to pay any consideration, make any concession or take any additional actions outside of facilitating such introductions in connection with Buyer’s procurement of such replacement arrangements. 85 Article VIII Employees Section 8.01. Employee Benefits Matters. (a) From and after the date of this Agreement until the Closing Date, Buyer shall consult with Seller and obtain Seller’s consent before distributing any communications to any Employee of the Business whether relating to employee benefits, post-Closing terms of employment or otherwise. Buyer shall provide Seller with advance copies of, and a reasonable opportunity to comment on, all such communications. From and after the date of this Agreement until the Closing Date, Seller and Buyer agree to cooperate (i) to establish, no later than 30 business days following the date of this Agreement, a communications plan for purposes of communicating details regarding the Transactions and the actions contemplated by this Section 8.01 to Employees of the Business, including the employment offers contemplated by Section 8.01(f) (the “Communications Plan”) and (ii) to periodically update the Communications Plan prior to the Closing Date; provided that, for the avoidance of doubt, any communications to any Employee of the Business distributed by Buyer pursuant to the Communications Plan shall remain subject to the first two sentences of this Section 8.01(a). From and after the date of this Agreement, Buyer and Seller shall cooperate to address any Contracts between the Transferred Company or Asset Transferring Affiliate and any non-employee Service Provider. (b) Within ten (10) business days of the date of this Agreement, Seller shall provide Buyer with a list on Schedule 8.01(b) containing, as of the date of this Agreement, an identification number, date of hire, position, location, base salary, wage rate, overtime classification (e.g., exempt or non-exempt), overtime payment, bonus and sales incentive target, target equity grant, equity participation rate, information about any current or pending workers’ compensation benefits, sick leave entitlement, yearly vacation entitlement and accrual rate, prior notice entitlement, severance/termination payments, travel entitlement (e.g., travel allowance/car allowance/leased car arrangement/car maintenance allowance), 2023 benefit elections, expected 2024 employee contribution increase and the information required to be provided pursuant to Section 8.01(n) of each individual identified by Seller as expected to be an Employee of the Business, and with respect to Asset Transferring Affiliate’s Employees of the Business, pension/provident fund/education fund contributions, including employer/employee contribution rates and the salary basis for such contributions, and whether such employee is subject to the Section 14 Arrangement under the Israeli Severance Pay Law – 1963 (the “Section 14 Arrangement”) (and if such employee is subject to the Section 14 Arrangement, an indication of whether such arrangement applies to such employee from the commencement of his/her employment on the basis of his/her entire salary); provided, however, that such list shall include the names of Non-U.S. Business Employees. Seller shall update such information periodically prior to the Closing Date to reflect new hires, leaves of absence, employment terminations, changes to compensation, and any other material changes thereto, and will also include accrued and unused sick leave entitlement, and provide copies of such updated lists and information to Buyer. (c) Each Employee of the Business who, as of the Closing Date, is on an approved leave of absence from work with Seller or its Affiliates (including military reserve 86 duty, short-term disability or workers compensation) or whose employment may not be terminated subject to applicable Law is herein referred to as an “Inactive Employee”. Seller and its Affiliates shall ensure that each Inactive Employee shall be employed by an entity other than the Transferred Company as of immediately prior to the Closing. Buyer shall offer employment to each Inactive Employee on the earliest practicable date following the return of such Inactive Employee to work with Seller and its Affiliates, or otherwise upon the consummation of the legal circumstances allowing the termination of employment of such Inactive Employee, on terms and conditions consistent with this Section 8.01; provided that, for employees on approved leave of absence, such employee returns to work within 180 days following the Closing Date or such time as required by applicable Law (even if in excess of 180 days). Seller shall promptly notify Buyer of the occurrence and end of any such leave of absence. In the case of any Inactive Employee who becomes a Transferred Employee on or after the day following the Closing Date, all references in this Article VIII to (i) the Closing or the Closing Date (other than in this Section 8.01(c)) shall be deemed to be references to the day prior to the date on which such individual becomes a Transferred Employee or such date allowing the transfer subject to applicable Law and (ii) the Transfer Time shall be deemed to be references to 12:01 A.M., local time, on the date that such individual becomes a Transferred Employee. (d) Those Employee of the Business listed on Schedule 8.01(d) are herein referred to as the “Transition Employees”. Seller and its Affiliates shall ensure that each Transition Employee (other than any Transition Employee that may be hired by Seller or its Affiliates after the Closing, as specified on Schedule 8.01(d)) shall be employed by an entity other than the Transferred Company as of immediately prior to the Closing. Buyer shall offer employment to each Transition Employee as of the end of the applicable transition services under the Transition Services Agreement or Transition Manufacturing Agreement (or at such other time mutually agreed between Buyer and Seller) (the applicable date for each Transition Employee, the “Transition End Date”) on terms and conditions consistent with this Section 8.01 and shall hire each such Transition Employee who accepts such offer of employment. The Continuation Period (as defined below) with respect to such Transition Employees shall run concurrently with the period of time during which the applicable transition services are performed under the Transition Services Agreement or Transition Manufacturing Agreement so that, with respect to each Transition Employee, the Continuation Period shall not extend beyond the Transition End Date if such date occurs after the second (2nd) anniversary of the Closing Date. Seller and its Affiliates shall enter into retention incentive agreements with the Transition Employees during the transition service period which shall be subject to review and consultation by Buyer; provided, further, that notwithstanding the foregoing, Buyer and its Affiliates’ obligations to provide severance in accordance with Section 8.01(j) or Section 8.01(m), as applicable, shall end on the later of (i) the end of the Continuation Period and (ii) three (3) months following the Transitions Employee’s commencement of employment with Buyer and its Affiliates. Seller and its Affiliates shall not terminate any Transition Employee, other than for cause (as determined by Seller in good faith), without consultation in good faith with Buyer and shall use commercially reasonable efforts to replace any Transition Employee who terminates employment prior to the Transition End Date, and shall consult in good faith with Buyer with respect to any such replacement. Any such replacement employee shall then be considered a “Transition Employee.” In the case of any Transition Employee who becomes a Transferred 87 Employee on or after the day following the Closing Date, all references in this Article VIII to (i) the Closing or the Closing Date (other than in this Section 8.01(d) and for purposes of the definition of Continuation Period below) shall be deemed to be references to the day prior to the date on which such individual becomes a Transferred Employee or such date allowing the transfer subject to applicable Law and (ii) the Transfer Time shall be deemed to be references to 12:01 A.M., local time, on the date that such individual becomes a Transferred Employee. (e) With respect to U.S. Transferred Employees, Seller and Buyer intend that the Transactions should not constitute a separation, termination or severance of employment of any such Employee of the Business prior to or upon the occurrence of the Transfer Time, including for purposes of any Business Employee Benefit Plan that provides for separation, termination or severance benefits, and that such employee will have continuous and uninterrupted employment immediately before and immediately after the Transfer Time. With respect to Non-U.S. Employees of the Business, Seller and its Affiliates shall use commercially reasonable efforts to provide thirty (30) days’ notice (or a longer notice period if required under the employment agreements of such Employees of the Business) of the termination of employment with Seller and its Affiliates in connection with the Closing Date, and may make a “payment in lieu” of the applicable notice period to such Employees of the Business. (f) Prior to the Closing Date, to the extent permitted by Law, Seller, or its applicable Affiliate, will terminate the employment of each Non-U.S. Employee of the Business, such termination to be effective as of the Closing Date, or such date after Closing that is the earliest date permitted by applicable Law. Buyer or one of its Affiliates will offer employment to (i) each Non-U.S. Employee of the Business who is not an Inactive Employee effective at 12:01 A.M., local time, on the day of the Closing Date (the “Transfer Time”) and (ii) each Inactive Employee in accordance with Section 8.01(c) of this Agreement. For Non- U.S. Employees of the Business who are not Inactive Employees, (x) Seller and its Affiliates shall provide notifications of termination to such Non-U.S. Employees of the Business at least fifteen (15) days prior to Closing, and (y) Buyer or its Affiliate will provide such offers as soon as reasonably practicable after Seller and its Affiliates provide the Non-U.S. Employee of the Business notification of termination and, in any event, at least fifteen (15) days prior to Closing. Offers pursuant to this Section 8.01(f) shall (i) be for a comparable position at the same or a nearby geographic work location, in each case, to those as of the Closing Date, (ii) for Non-U.S. Employees of the Business, be in a manner which shall not be deemed as derogating from their terms of employment and shall provide to each Transferred Employee no less favorable terms of employment, as applicable prior to the Transfer Time and for employment with Buyer Israeli Subsidiary, (iii) for U.S. Employees of the Business, be sufficient to avoid any severance obligations under applicable Law, a Seller Employee Benefit Plan, or applicable Contract and (iv) otherwise comply in all respects with applicable Law (including with respect to compensation and benefits). (g) Seller and its Affiliates shall pay Transferred Employees for salary, accrued vacation and, except as expressly set forth in Section 8.01(n), Section 8.01(o) or Section 8.01(p), all other wages and other compensation due and earned through the Closing Date. Immediately following Closing, each Transferred Employee will be eligible for paid vacation or time off from Buyer and its Affiliates at an accrual rate not less than the accrual

88 rate for such Transferred Employees at Seller or its Affiliate in effect immediately prior to Closing. (h) [Reserved] (i) With respect to U.S. Transferred Employees, during such Transferred Employee’s employment with Buyer or its Affiliate and through the second anniversary of the Closing Date (the “Continuation Period”, which for any Non-U.S. Transferred Employee, shall include such longer period as may be required by applicable Law), Buyer or its Affiliates: (i) shall provide to each such Transferred Employee (A) total cash compensation in the aggregate that is no less favorable than the total cash compensation, including base salary, wage rate, and bonus and sales incentive compensation targets, in each case, which are set forth with respect to each Transferred Employee as of immediately prior to the Transfer Time on Schedule 8.01(b); provided, however, that no base salary or wage rate may be decreased, (B) the incentive equity programs offered by Buyer and its Affiliates in accordance with the eligibility and other terms and conditions applicable to similarly situated employees of Buyer and its Affiliates (which, for the avoidance of doubt, might not include participation for certain U.S. Transferred Employees), and (C) employee benefits (including health and welfare benefits, but excluding defined benefit retirement benefits, retiree medical, retiree life insurance benefits and other immaterial employee benefit plans and arrangements (e.g., employee policies)) under plans, programs and arrangements that will provide benefits to such Transferred Employee that are no less favorable, in the aggregate, than the benefits provided by Seller and its Affiliates immediately prior to the Closing Date; and (ii) shall provide an office (which may be remote) within a commute of no more than 50 miles from his or her office as of immediately prior to the Closing Date; provided that if a relocation beyond that distance is required and such employee’s employment terminates as a result of his or her desire not to accept such a relocation, such employee shall receive the severance benefits at the level set forth in Section 8.01(j). The value of any Make-Whole Compensation provided to the Transferred Employees shall not be considered in determining whether Buyer and its Affiliates have satisfied their obligations pursuant to this Section 8.01(i). Nothing contemplated by this Agreement shall be construed as requiring either Buyer or any of its Affiliates to continue the employment of any U.S. Transferred Employee or of any Non-U.S. Transferred Employee for any period after the Closing Date. (j) With respect to U.S. Transferred Employees, for the Continuation Period, Buyer or its Affiliates shall provide severance benefits to each such Transferred Employee who experiences a Qualifying Termination that are no less favorable than the better of (i) those severance or termination benefits applicable to such Transferred Employee who enters into a release of claims as of immediately prior to the Closing Date and (ii) those provided under Buyer’s severance plan, program, policy or practice (whether contractual or otherwise) on the date of such Transferred Employee’s termination. Such severance benefits shall be subject to the Transferred Employee executing, and not revoking, a reasonable, customary release of all employment-related claims in favor of Buyer, Seller and their Affiliates and related parties. A Transferred Employee shall have at least twenty-one (21) days (or such longer period as required by applicable Law) to review and consider such release. This release requirement and process is referred to as the “Release Requirement”. (k) With respect to U.S. Transferred Employees, effective from and after the Transfer Time, Buyer and its Affiliates shall (i) recognize, for all purposes (other than benefit 89 accrual under a defined benefit pension plan) under all plans, programs and arrangements established or maintained by Buyer or its Affiliates for the benefit of such Transferred Employees, service with Seller and its Affiliates prior to the Transfer Time to the extent such service was recognized under the corresponding Business Employee Benefit Plan covering such Transferred Employees, including for purposes of eligibility, vesting and benefit levels and accruals, in each case, except where it would result in a duplication of benefits, (ii) waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under all employee health and other welfare benefit plans established or maintained by Buyer or its Affiliates for the benefit of such Transferred Employees, except to the extent such pre- existing condition, exclusion, requirement or waiting period would have applied to such individual under the corresponding Business Employee Benefit Plan and (iii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Transfer Time for the plan year in which the Closing occurs. (l) No later than the Closing Date, Buyer shall establish or cause to be established, at its own expense, all necessary retirement, employee welfare and employee benefit plans for U.S. Transferred Employees, as applicable. Effective as of the Transfer Time, each Transferred Employee shall cease to be an employee of Seller and its Affiliates and shall cease to participate in any Business Employee Benefit Plan (other than any Assumed Benefit Plan) as an active employee. Seller shall be, or shall cause its Affiliates to be, responsible for all (i) medical, vision, dental and prescription drug claims for expenses incurred by any U.S. Transferred Employee or his or her dependents, (ii) claims for short- term and long-term disability income benefits incurred by any U.S. Transferred Employee and (iii) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any U.S. Transferred Employee, in each case, prior to the Transfer Time. Buyer shall be, or shall cause its Affiliates to be, responsible for all (A) medical, vision, dental and prescription drug claims for expenses incurred by any Transferred Employee or his or her dependents, (B) claims for short-term and long-term disability income benefits incurred by any U.S. Transferred Employee and (C) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any U.S. Transferred Employee, in each case, on or after the Transfer Time. Except in the event of any claim for workers compensation benefits, for purposes of this Agreement, the following claims and liabilities shall be deemed to be incurred as follows: (1) medical, vision, dental and/or prescription drug benefits (including hospital expenses), upon provision of the services, materials or supplies comprising any such benefits and (2) short-term and long-term disability, life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits. Seller and its Affiliates shall be responsible for all claims for workers compensation benefits that are incurred prior to the Transfer Time by any U.S. Transferred Employee. Buyer and its Affiliates shall be responsible for all claims for workers compensation benefits that are incurred on or after the Transfer Time by any U.S. Transferred Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Transfer Time, the claim shall be the joint responsibility and liability of Seller and Buyer and shall be equitably apportioned between Seller and Buyer based upon the 90 relative periods of time that the Workers Compensation Event transpired preceding and following the Transfer Time. (m) Notwithstanding any other provision of this Section 8.01 to the contrary, with respect to each Non-U.S. Transferred Employee, during the Continuation Period, Buyer or its Affiliates shall provide to such employee (i) terms and conditions of employment (including seniority and other service credit) that individually, are no less than as required by applicable Law, and are no less favorable than those provided by Seller and its Affiliates immediately prior to the Transfer Time and (ii) amounts (and, to the extent required by applicable Law, types, including defined benefit pension benefits, where applicable) of compensation and benefits (including severance and equity compensation benefits) that, individually, are no less than as required by applicable Law and, in the aggregate, are no less favorable than those provided by Seller and its Affiliates immediately prior to the Transfer Time. For the avoidance of doubt, Buyer may satisfy its obligations pursuant to the preceding sentence by providing cash payments or other benefits in lieu of equity compensation benefits (unless otherwise required by applicable Law). The value of any Make-Whole Compensation provided to the Non-U.S. Transferred Employees shall not be considered in determining whether Buyer and its Affiliates have satisfied their obligations pursuant to this Section 8.01(m). (n) For each such Unvested LTI Award of a Transferred Employee as of immediately prior to the Transfer Time, Buyer shall, or shall cause one of its Affiliates to, provide such Transferred Employee with Make-Whole Compensation as soon as practicable, but in no event later than ten (10) business days, following the Transfer Time. With respect to any Unvested LTI Award, “Make-Whole Compensation” means one or more types of compensation, which may be either cash based or equity based, vested or unvested, that provides the Transferred Employee with (i) an aggregate economic value at least equal to the value of the applicable Unvested LTI Award and (ii) vesting, payment and termination terms and schedules that, in each case are no less favorable than those of the applicable Unvested LTI Award. For purposes of clause (i) of the immediately preceding sentence, the value of any Unvested LTI Awards that (A) are in the form of restricted stock or restricted stock units shall be determined based on the trading price of Parent common stock as of the close of trading on the business day immediately prior to the Transfer Time; (B) are in the form of stock options shall be determined based on the intrinsic value (i.e., spread value) of the stock options based on the difference between the applicable exercise price and the trading price of Parent common stock as of the close of trading on the business day immediately prior to the Transfer Time; and (C) have not been granted but are included in clause (ii) of the definition of “Unvested LTI Awards” shall be equal to the target value. Without limitation of the foregoing, in the event that a Transferred Employee experiences a Qualifying Termination, subject to the Transferred Employee’s satisfaction of the Release Requirement, Buyer or its Affiliate shall promptly vest and, if applicable, pay a pro-rated portion of any Make-Whole Compensation that is unvested at the time of such termination. If applicable, Buyer or its Affiliate shall also promptly pay any such Transferred Employee’s Make-Whole Compensation that is vested and unpaid at the time of such termination. Seller shall include on Schedule 8.01(b) all long term incentive awards held by Employees of the Business that Seller expects to be Unvested LTI Awards listed on Schedule 8.01(b), including, with respect to each such long term incentive award, (x) the vesting schedule and (y) the applicable holder’s Retirement Eligibility Date, and Seller shall update the applicable portion of 91 Schedule 8.01(b) prior to the Transfer Time to reflect the grant, vesting and forfeiture of long term incentive awards. (o) Seller and its Affiliates shall pay each Transferred Employee for incentive compensation earned under the incentive compensation plan of Seller or one of its Affiliates in which such Transferred Employee participates (each, a “Seller Bonus Plan”) for 2023 in accordance with the terms of the applicable Seller Bonus Plan. Solely in the event the Closing occurs on or after May 1, 2024, as soon as practicable following the date on which Buyer and its Affiliates have paid all incentive compensation amounts for 2024 (each, a “2024 Bonus Amount”) to all Transferred Employees in any country, Buyer shall provide Seller with a schedule (the “2024 Paid Bonus Schedule”) that sets forth the name of each Transferred Employee in such country who received a 2024 Bonus Amount and the amount so paid to such Transferred Employee, and not later than 30 business days following the receipt of such 2024 Paid Bonus Schedule, Seller, or one of its Affiliates, shall pay to Buyer (i) the portion of each 2024 Bonus Amount set forth on such Paid Bonus Schedule equal to (A) the 2024 Bonus Amount (or, if lower, the Transferred Employee’s 2024 target bonus amount, as indicated on Schedule 8.01(b)), multiplied by (B) a fraction, the numerator of which is the number of days beginning with January 1, 2024 and ending on the date of the Transfer Time, and the denominator of which is 366, plus (ii) the employer portion of employment Taxes on the amounts described in the immediately preceding clause (i). This Section 8.01(o) shall not apply to the Transition Employees and Seller and its Affiliates shall be responsible for providing bonuses to Transition Employees, including pursuant to Section 8.01(d), for the year commencing January 1, 2024. The foregoing rules in this Section 8.01(o) shall not apply to payments under any sales incentive arrangements of Seller and its Affiliates (“Seller Sales Plans”). Seller or its Affiliates shall make all payments under the Seller Sales Plans that are due and earned through the Closing Date in accordance with the terms of the Seller Sales Plans. (p) Buyer shall, or shall cause its Affiliate to, assume and perform all obligations, including making payments to the Transferred Employee in accordance with the terms thereof, under (i) each Business as Usual Retention Agreement (as defined in Schedule 3.17(b)) between Seller or its Affiliates and an Employee of the Business who becomes a Transferred Employee prior to the satisfaction of all payments under such Business as Usual Retention Agreement and (ii) each sales differential award made under Seller’s Sales Differential Policy prior to Closing to an Employee of the Business who is a participant in Seller’s Sales Differential program as of the date of this Agreement and who becomes a Transferred Employee. (q) If any Employee of the Business requires a work permit or employment pass or other legal or regulatory approval for his or her employment with Buyer or its Affiliates, Buyer shall, and shall cause its Affiliates to, use their commercially reasonable efforts to cause any such permit, pass or other approval to be obtained or, if applicable, to be linked to Buyer’s name, and in effect prior to the Closing Date. In the event an applicable work permit for an Employee of the Business is not in place with Buyer or its applicable Affiliate as of the Closing Date, Buyer shall, and shall cause its Affiliates to, continue to use their commercially reasonable efforts to obtain the applicable work permit and the parties shall reasonably cooperate to agree on an alternative timeframe for the transfer of such Employee of the Business. To the extent Seller makes the services of such Employee of the

92 Business available to Buyer through an employee secondment or similar arrangement, Buyer shall be responsible for the economic costs of such individual’s compensation and benefits (including reimbursement for any expenses incurred by such Employee of the Business, all applicable fees, Taxes and other amounts owed to third parties and all applicable social or national insurance contributions) for such service period until the applicable work permit can be obtained. (r) At least two (2) weeks prior to the Transfer Time, to the extent permitted by applicable Law, Seller shall provide to Buyer and its Affiliates copies of all employment records for each Transferred Employee required to be provided to Buyer and its Affiliates under applicable Law or as necessary for Buyer to establish payroll systems or employee benefit plans as of the Transfer Time. Buyer shall maintain all such records in compliance with, and for the time periods specified under, applicable Law. Seller shall be permitted to retain copies of such employment records, except where prohibited by applicable Law. Buyer and its Affiliates shall ensure that all such records are used only in connection with the employment of such Transferred Employee and shall keep such employment records confidential; provided that Buyer and its Affiliates shall indemnify and hold harmless Seller and its Affiliates from and against any statutory, common Law or other claims that arise from the use of such employment records other than for employment, compensation or termination-related purposes. (s) In the United States, pursuant to IRS Revenue Procedure 2004-53, Buyer and Seller and their respective Affiliates shall apply the “standard procedure” for purposes of employee payroll reporting with respect to any Employee of the Business who was employed by Seller or an Affiliate of Seller other than the Transferred Company. (t) Solely to the extent the Closing occurs on or after January 1, 2024, Buyer and Seller agree to the following terms and conditions with respect to the health flexible spending reimbursement accounts. With respect to the U.S. Transferred Employees, Buyer and Seller agree to facilitate a spin-off of the health flexible spending reimbursement accounts from the Seller’s Section 125 plan to Buyer’s Section 125 plan and Buyer shall honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each U.S. Transferred Employee under the Seller’s Section 125 plan in respect of the health flexible spending reimbursement accounts that are in effect immediately prior to the Closing. As soon as practicable following the Closing Date, Seller shall cause to be transferred from the Seller’s Section 125 plan to the Buyer’s Section 125 plan the excess of the aggregate accumulated contributions to the health flexible spending reimbursement accounts made prior to the Closing during the year in which the Closing Date occurs by U.S. Transferred Employees over the aggregate reimbursement payouts made prior to the Closing for such year from such accounts to the Transferred Employees. U.S. Transferred Employees shall be treated as if their participation had been continuous from the beginning of Seller’s plan year in which the Closing Date falls and their existing salary reduction elections shall be taken into account for the remainder of Buyer’s plan year in which the Closing Date falls as if made under Buyer’s health flexible spending account. Buyer’s health flexible spending account shall provide reimbursement for medical care expenses incurred by U.S. Transferred Employees at any time during Seller’s plan year in which the Closing Date falls (including claims incurred before the Closing Date), up to the amount of such Transferred Employees’ elections and reduced by amounts previously reimbursed by Seller’s health flexible spending 93 account. If, as of the Closing Date, the amount reimbursed to such U.S. Transferred Employees under the Seller health flexible spending account for the plan year in which the Closing Date occurs exceeds the amount of contributions made by U.S. Transferred Employees to the Seller health flexible spending account for such plan year, as of the last day of the plan year, Buyer shall pay to Seller an amount up to the amount of such excess for each such U.S. Transferred Employee based upon the amount received in contributions from the Transferred Employee following the Closing Date in the plan year in which the Closing Date occurs. This Section 8.01(t) shall be interpreted and administered in a manner consistent with Rev. Rul. 2002-32, 2002-1 C.B. 1069 (June 6, 2002). (u) The provisions contained in this Agreement with respect to any Employee of the Business are included for the sole benefit of the respective parties hereto and shall not create any right in any other person, including any Employee of the Business (or dependent or beneficiary of any of the foregoing). Nothing herein shall be deemed an amendment of any plan providing benefits to any Employee of the Business. Article IX Termination Section 9.01. Buyer Termination. This Agreement may be terminated by Buyer: (a) at any time prior to the Closing, if (i) Seller shall have failed to comply, in any material respect, with any of Seller’s covenants or agreements contained in this Agreement or (ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate in any material respect when made and, in the case of clauses (i) and (ii), such failure or inaccuracy (A) would give rise, if occurring or continuing on the Closing Date, to the failure of a condition set forth in Section 5.01(a) or Section 5.01(b), as applicable, and (B) has not been cured or is incapable of being cured by Seller or its Affiliates prior to the earlier of (1) the Outside Date and (2) the 20th business day after Seller’s receipt of written notice thereof from Buyer; provided that such 20th business day shall be extended (up to the Outside Date) so long as Seller is using its commercially reasonable efforts to cure any such breach; (b) at any time prior to the Closing, if a Closing Legal Impediment exists that is final and non-appealable; or (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Buyer may only terminate this Agreement pursuant to the preceding clauses (a), (b) or (c) if at the time of termination neither Buyer nor Buyer Israeli Subsidiary is in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 9.02. Seller Termination. This Agreement may be terminated by Seller: (a) at any time prior to the Closing, if (i) either Buyer or Buyer Israeli Subsidiary shall have failed to comply, in any material respect, with any of Buyer’s or Buyer 94 Israeli Subsidiary’s covenants or agreements contained in this Agreement or (ii) any one or more of the representations or warranties of Buyer contained in this Agreement shall prove to have been inaccurate in any material respect when made and, in the case of clauses (i) and (ii), such failure or inaccuracy (A) would give rise, if occurring or continuing on the Closing Date, to the failure of a condition set forth in Section 5.02(a) or Section 5.02(b), as applicable, and (B) has not been or is incapable of being cured by Buyer or its Affiliates prior to the earlier of (1) the Outside Date and (2) the 20th business day after Buyer’s receipt of written notice thereof from Seller; provided that such 20th business day shall be extended (up to the Outside Date) so long as Buyer and Buyer Israeli Subsidiary, as applicable, are using their commercially reasonable efforts to cure any such breach; (b) at any time prior to the Closing, if a Closing Legal Impediment exists that is final and non-appealable; or (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Seller may only terminate this Agreement pursuant to the preceding clauses (a), (b) or (c) if at the time of termination Seller is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 9.03. Effect of Termination. If this Agreement is terminated pursuant to this Article IX, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents), except that the provisions of this Section 9.03 and Sections 6.04 and 7.09(a) and Article XI will survive any termination of this Agreement; provided, however, that nothing herein shall relieve any party from liability for Damages incurred or suffered by any other party as a result of any Fraud, willful misconduct or intentional breach of any covenant contained in this Agreement. Article X Indemnification Section 10.01. Survival. None of the representations and warranties contained in this Agreement shall survive the Closing, and no claim may be made by a party against the other party after the Closing in respect of any breach of or inaccuracy in any such representation and warranty other than a claim for Fraud. The covenants or agreements contained in Sections 6.01, 6.02, 6.07, 6.09, 6.10 and Section 8.01(e)-(f) of this Agreement shall survive for a period of twelve (12) months following the Closing. The covenants or agreements contained in this Agreement which by their terms contemplate performance after the Closing Date shall survive the Closing until fully performed or, if a shorter period of time, until the expiration of the term of the undertaking set forth in such agreements and covenants. Section 10.02. Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Buyer and its directors, officers, employees, Affiliates, agents and representatives (collectively, the “Buyer Indemnitees”) against and from any and all Damages which any Buyer Indemnitee may incur or suffer to the extent such Damages arise out of or result from (a) the breach of any covenant or agreement made by Seller in this Agreement, 95 or (b) the Specified Matters. Notwithstanding that a claim for Damages may fall into multiple categories of this Section 10.02, a Buyer Indemnitee may recover such Damages one time only. Buyer shall take, and shall cause the other Buyer Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. This Section 10.02 shall not apply to Damages arising out of or as a result of Taxes. Section 10.03. Indemnification by Buyer. In addition to the indemnification set forth in Sections 7.01(g), 7.06(d), 7.08, 8.01(l) and 8.01(s), from and after the Closing, Buyer shall indemnify and hold harmless Seller and its directors, officers, employees, Affiliates, agents and representatives (collectively, the “Seller Indemnitees”) against and from any and all Damages which any Seller Indemnitee may incur or suffer to the extent such Damages arise out of or result from (i) the breach of any covenant or agreement made by Buyer or Buyer Israeli Subsidiary in this Agreement or (ii) any of the Assumed Liabilities. Notwithstanding that a claim for Damages may fall into multiple categories of this Section 10.03, a Seller Indemnitee may recover such Damages one time only. Seller shall take, and shall cause the other Seller Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. This Section 10.03 shall not apply to Damages arising out of or as a result of Taxes. Section 10.04. Limitations on Liability. Notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s aggregate maximum liability under Section 10.02 shall not exceed the Purchase Price, (b) Seller shall not have any liability for any otherwise indemnifiable Damage to the extent the Buyer Indemnitees have been otherwise compensated therefor through the adjustment to the Estimated Upfront Purchase Price under Section 2.05, (c) no party shall have any liability for an otherwise indemnifiable Damage that is contingent unless and until such contingent Damage becomes an actual Damage of the Indemnified Party and is due and payable, and (d) no party shall be liable for any Damages to the extent the Indemnified Party failed to mitigate such Damages in accordance with this Agreement and applicable Laws. Section 10.05. Claims. Any Buyer Indemnitee or Seller Indemnitee claiming it may be entitled to indemnification under this Article X (the “Indemnified Party”) shall give prompt written notice to the other party (the “Indemnifying Party”) of each matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification (a “Claim”) hereunder may be based. Such notice shall contain, with respect to each Claim, such facts and information as are then reasonably available, including the estimated amount of Damages and the specific basis for indemnification hereunder. Failure to give prompt notice of a Claim hereunder shall not affect the Indemnifying Party’s obligations hereunder, except to the extent the Indemnifying Party is prejudiced by such failure. Section 10.06. Defense of Actions. (a) The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and expense, to assume the complete defense of any action, suit, proceeding, claim, demand or assessment by any third party that is the basis for any Claim with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided that the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment,

96 except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any Judgment or enter into any settlement (i) which provides for any relief other than the payment of monetary damages and/or (ii) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such action, suit, proceeding, claim, demand or assessment, the Indemnifying Party shall be liable to the Indemnified Party only for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those third-party actions, suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior consent of the Indemnifying Party, such consent not to be unreasonably withheld. (b) Notwithstanding the foregoing, Seller and its Affiliates shall control the defense of any action, suit, proceeding, claim, demand or assessment related to any Specified Matter with full authority to conduct such defense and to settle or otherwise dispose of the same and Buyer will (and will cause its applicable Affiliates, including the Transferred Company, to) fully cooperate in such defense; provided that Seller will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of Buyer (which consent will not be unreasonably withheld), consent to the entry of any Judgment or enter into any settlement (i) which provides for any relief other than the payment of monetary damages and/or (ii) which does not include as an unconditional term thereof the giving by the third-party claimant to the Transferred Company of a release from all liability in respect thereof. Buyer may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of any Specified Matter. Buyer shall not (or permit any of its Affiliates, including the Transferred Company, to) settle, or make any payment to a third party in respect of or otherwise compromise, any such action, suit, proceeding, claim, demand or assessment without the prior consent of Seller, such consent not to be unreasonably withheld. Section 10.07. Limitation, Exclusivity, No Duplicate Recovery. No Claim shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party prior to the date set forth in Section 10.01 for such Claim. This Article X and Sections 7.01(g), 7.06(d), 7.08, 8.01(l), 8.01(s) and Section 11.03(b) provide the exclusive means by which a party may, from and after the Closing, assert and remedy claims of any nature whatsoever relating to the Transactions (other than disputes related to the determination of the Final Upfront Purchase Price, which shall be governed by the terms of Section 2.05), including any breach of any representation, warranty, covenant or agreement contained in this Agreement. Section 11.09 provides the exclusive means by which a party may bring actions against the other party under or with respect to this Agreement. Effective as of the Closing, each party hereby waives and releases any other remedies or claims that it may have against the other party (or any of its Affiliates) with respect to the matters arising out of or in connection with this Agreement or relating to the Transferred Shares, the Transferred Company or the Transferred Assets, except that any limitations herein shall not apply (a) for the remedies 97 of injunctive relief or specific performance set forth herein; (b) in the event of Fraud, as to which the parties shall have all remedies available at Law or in equity; (c) with respect to the covenants that by their respective terms anticipate performance following the Closing Date; and (d) as otherwise expressly provided in any Ancillary Agreements. With respect to any Damages arising under this Agreement, Buyer agrees that it shall only seek such Damages from Seller, and Buyer hereby waives the right to seek Damages from or equitable remedies, such as injunctive relief, against any Affiliate of Seller or any director, officer or employee of Seller (or any of its Affiliates). Notwithstanding any other provision of this Agreement to the contrary, in no event shall any Indemnified Party be entitled to indemnification under this Article X or under Section 7.06(d) with respect to any matter to the extent that such matter was reflected in the calculation of the adjustment to the Upfront Purchase Price, if any, pursuant to Section 2.05. Section 10.08. Calculation of Damages. The amount of any Damages for which indemnification is provided pursuant to this Article X (or, in the case of any and all Tax matters, in Section 7.06(d)) shall be net of (a) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (b) any insurance proceeds actually received as an offset against such Damages (including under the R&W Insurance Policy). The Indemnified Party shall use commercially reasonable efforts to recover any such indemnification or insurance proceeds (including under the R&W Insurance Policy) without regard to whether the Indemnified Party has been indemnified hereunder with respect to such Damages. Without limiting the foregoing, in the event that the R&W Insurance Policy would, in accordance with its terms, reasonably be expected to provide coverage with respect to any Damages for which the Buyer Indemnitees may also be entitled to be indemnified from Seller pursuant to Section 10.02 (or, in the case of any and all Tax matters, in Section 7.06(d)), then the Buyer Indemnitees will use commercially reasonable efforts to make, and subsequently seek recovery in respect of, a claim for recovery against the R&W Insurance Policy. In the event that a Buyer Indemnitee obtains recovery of any amount (after giving effect to the retention under the R&W Insurance Policy) for a claim under the R&W Insurance Policy for which it has already received indemnification from Seller, such Buyer Indemnitee shall promptly, and in any event within two (2) weeks of receipt of payment pursuant to the R&W Insurance Policy, pay over such amount to Seller, less any costs and expenses incurred by such Buyer Indemnitee in the recovery thereof. Except as otherwise provided in this Article X (or, in the case of any and all Tax matters, in Section 7.06(d)), in any case where the Indemnified Party subsequently recovers from third parties, including under the R&W Insurance Policy, any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Article X (or, in the case of any and all Tax matters, to Section 7.06(d)), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter. Section 10.09. Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law. 98 Article XI Miscellaneous Section 11.01. Waivers. At any time and from time to time prior to the Closing, the parties hereto may by written agreement signed by each party, (a) extend the time for, or waive in whole or in part, the performance of any obligation of any party hereto under this Agreement, (b) waive any inaccuracy in any representation, warranty or statement of any party hereto or (c) waive any condition or compliance with any covenant contained in this Agreement. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 11.02. Modifications and Amendments. This Agreement shall not be altered or otherwise amended except pursuant to an instrument in writing executed and delivered by each of the parties hereto. Section 11.03. Assignability, Beneficiaries, Governing Law and Specific Enforcement. (a) This Agreement and the rights and obligations hereunder shall be binding upon and inure solely to the benefit of the parties hereto, their respective successors and permitted assigns, but this Agreement shall not be assignable by any party hereto without the express written consent of the other parties hereto, which will not be unreasonably withheld; provided that, without such consent, either Buyer or Seller may assign its rights and obligations hereunder (i) to an Affiliate of Buyer or Seller, respectively, (ii) to a third party in connection with a sale or transfer (by means of a merger, stock sale or otherwise) of all or substantially all of Buyer’s business or Seller’s business, respectively, or (iii) as provided in Schedule 11.03(a); provided, further, that (x) no such assignment pursuant to the foregoing clauses (i) or (iii) shall relieve such assigning party of its obligations under this Agreement and (y) in the case of any assignment by Buyer, such assignment shall, for clarity, be subject to Section 6.05(d). Other than as explicitly set forth herein, including in Sections 6.11, 10.02 and 10.03, nothing contained herein is intended to confer upon any Person, other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. This Agreement shall be governed by the law of the State of New York without reference to the choice of law doctrine of such state. (b) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without proof of actual damages, this being in addition to any other remedy to which any party is entitled at law or in equity. Each party further agrees that (i) no other party hereto or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.03, and each party hereto irrevocably waives any right it may have to require 99 the obtaining, furnishing or posting of any such bond or similar instrument and (ii) it will not oppose the granting of such remedy. Section 11.04. Notices. Any notice, request, instruction or other communication to be given hereunder by one party to another shall be in writing and delivered personally, or sent by postpaid registered or certified mail, or by email: if to Seller, addressed to: Johnson & Johnson Law Department One Johnson & Johnson Plaza New Brunswick, NJ 08933 Attn: Vincent Sommella Email: vsommell@its.jnj.com with a copy to (which shall not constitute notice): Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 Attn: J. D. Weinberg Kyle Rabe Email: jweinberg@cov.com krabe@cov.com and if to Buyer or Buyer Israeli Subsidiary, to: Integra LifeSciences Holdings Corporation 1100 Campus Road Princeton, NJ 08540 Attn: Eric Schwartz Andrea Caruso Email: eric.schwartz@integralife.com andrea.caruso@integralife.com with a copy to (which shall not constitute notice): Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 Attn: Benjamin R. Wills Conor F. Larkin Email: Benjamin.Wills@morganlewis.com Conor.Larkin@morganlewis.com or to such other address for either party as such party shall hereafter designate by like notice.

100 Section 11.05. Headings. The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning and interpretation of this Agreement. Section 11.06. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to constitute the same Agreement. If any signature is delivered by email in portable document format (“PDF”), such signature shall create a valid and binding obligation of the party executing (or on whose behalf the signature is executed) with the same force and effect as if such PDF signature were an original thereof. Section 11.07. Entire Agreement. This Agreement, together with the Annexes, Exhibits and Schedules expressly contemplated hereby and/or attached hereto and the other agreements and certificates delivered in connection herewith including, subject to Section 7.09 of this Agreement, the Confidentiality Agreement, contains the entire agreement between the parties with respect to the Transactions and supersedes all prior agreements or understandings between the parties. Before signing this Agreement the parties have had numerous conversations including preliminary discussions, formal negotiations and informal conversations at meals and social occasions, and have generated correspondence and other writings, in which the parties discussed the transaction that is the subject of this Agreement and their aspirations for success. In such conversations and writings, individuals representing the parties may have expressed their judgments and beliefs concerning the intentions, capabilities and practices of the parties, and may have forecasted future events. The parties recognize that such conversations and writings often involve an effort by both sides to be positive and optimistic about the prospects for the transaction. However, it is also recognized that all business transactions contain an element of risk, as do the Transactions, and that it is normal business practice to limit the legal obligations of contracting parties to only those promises and representations that are essential to their transaction so as to provide certainty as to their respective future rights and remedies. Accordingly, other than the Confidentiality Agreement entered into between the parties, the Transaction Documents are intended to define the full extent of the legally enforceable undertakings and representations of the parties hereto, and no promise or representation, written or oral, that is not set forth explicitly in such agreements is intended by either party to be legally binding. Each of the parties acknowledge that in deciding to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, none of them has relied upon any statements or representations, written or oral, other than those explicitly set forth herein or therein. Section 11.08. Payment of Expenses. Except as otherwise set forth in this Agreement, all costs and expenses associated with this Agreement and the Transactions, including the fees of counsel and accountants, shall be borne by the party incurring such expenses. Section 11.09. Consent to Jurisdiction; Waivers. (a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the United States District Court for the Southern District of New York (and any appellate court therefrom). Each of the parties hereto hereby (i) submits to the exclusive jurisdiction of the United States District Court for the Southern 101 District of New York (and any appellate court therefrom) for the purpose of any action arising out of or relating to this Agreement brought by any party hereto; provided that if federal jurisdiction is not available, each of the parties hereto submits to the exclusive jurisdiction of a court of competent jurisdiction that is located in the City, County and State of New York (and any appellate court therefrom), and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper or that this Agreement or the Transactions may not be enforced in or by the above-named courts. (b) IN CONNECTION WITH ANY DISPUTE HEREUNDER, EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. (c) IN CONNECTION WITH ANY DISPUTE HEREUNDER, EACH PARTY HERETO WAIVES ANY CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE FROM THE OTHER PARTY HERETO (OR ANY AFFILIATE OF SUCH OTHER PARTY HERETO), EXCEPT THAT THE COURT SHALL HAVE THE POWER TO AWARD ANY RELIEF PROVIDED BY GOVERNING STATUTE (IT BEING UNDERSTOOD THAT THIS WAIVER DOES NOT COVER ANY RIGHT TO INDEMNITY FOR PUNITIVE OR EXEMPLARY DAMAGES PAYABLE TO THIRD PARTIES THAT MAY BE IMPOSED OR OTHERWISE INCURRED). (d) IN CONNECTION WITH ANY DISPUTE HEREUNDER, EACH PARTY HERETO WAIVES ANY CLAIM FOR PREJUDGMENT INTEREST FROM THE OTHER. Section 11.10. Survival of Certain Provisions. The provisions of this Agreement set forth in Sections 6.04, 7.09(a) and 9.03 and Article XI, and any remedies for the breach thereof, shall survive the termination of this Agreement. Section 11.11. Fulfillment of Obligations. Any obligation of any party to any other party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such party, shall be deemed to have been performed, satisfied or fulfilled by such party. Section 11.12. Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement will be enforced to the fullest extent permissible under the Laws in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement will be determined to be invalid or unenforceable, such provision will be deemed amended to delete therefrom the portion thus determined to be invalid or unenforceable, such deletion to apply to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof only with respect to the operation of such provision in the particular jurisdiction in which such determination is made. Section 11.13. Privileged Matters. (a) Each of the parties hereto acknowledges and agrees that Covington & Burling LLP (the “Deal Counsel”) has acted as counsel to Seller and its Affiliates (including the Transferred Company) in connection with the negotiation of this Agreement and the 102 consummation of the transactions contemplated by this Agreement. In that capacity, the Deal Counsel has engaged or may engage in communications with (i) other counsel to Seller or the Transferred Company (including internal counsel), (ii) Seller and its Affiliates (including the Transferred Company) and (iii) advisors and consultants to any of the foregoing that relate to the negotiation, documentation and consummation of the transactions contemplated by this Agreement (“Deal Communications”). (b) Buyer consents and agrees to the Deal Counsel representing Seller and its Affiliates after the Closing, including with respect to disputes in which the interests of Seller and its Affiliates may be directly adverse to the interests of Buyer and its Affiliates, and even though the Deal Counsel may have represented the Transferred Company in a matter substantially related to any such dispute, or may be handling ongoing matters for the Transferred Company or any of its Affiliates. Buyer further consents and agrees to the use by the Deal Counsel and Seller and its Affiliates in connection with any such representation of any information known or obtained in connection with the representation described in Section 11.13(a) above. (c) In connection with the foregoing, Buyer irrevocably waives any conflict of interest arising from or in connection with (i) the Deal Counsel’s prior representation of the Transferred Company and (ii) the Deal Counsel’s representation of Seller and its Affiliates prior to and after the Closing. (d) Subject to Section 11.13(e), Buyer, on the one hand, and Seller, on the other hand, acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing for the benefit of both (i) Seller and its Affiliates (other than the Transferred Company) and (ii) the Transferred Company, shall be subject to a shared privilege between Seller and such Affiliates (other than the Transferred Company), on the one hand, and the Transferred Company, on the other hand, and Seller and such Affiliates and the Transferred Company shall have equal right to assert all such shared privileges in connection with privileged information under any Law and no such shared privilege may be waived after Closing by (A) Seller or its Affiliates without the prior written consent of Buyer or the Transferred Company or (B) by the Transferred Company, Buyer or any of their respective Affiliates without the prior written consent of Seller. (e) Buyer acknowledges and agrees, on its own behalf and on behalf of its directors, stockholders, members, partners, officers, employees and Affiliates, that all Deal Communications shall be retained, owned and controlled collectively by Seller and its Affiliates (other than the Transferred Company) and shall not pass to or be claimed by Buyer or, following the Closing, the Transferred Company, even if such communications are in the possession of the Transferred Company. All Deal Communications that are subject to the attorney-client privilege or the attorney work product privilege (the “Privileged Deal Communications”) shall remain privileged after the Closing, with the privilege belonging solely to Seller and not Buyer or any of Buyer’s Affiliates. (f) In the event that, following the Closing, a dispute arises between Buyer or the Transferred Company and a third party, Buyer and the Transferred Company shall assert the attorney-client privilege to prevent the disclosure of Privileged Deal Communications to such third party. In the event that, following the Closing, Buyer or the Transferred Company 103 is asked by any third party, for example in connection with a proceeding, to access or obtain any of the Privileged Deal Communications, Buyer shall (or shall cause the Transferred Company to) promptly (and, in any event, within three business days) notify Seller in writing (including by making specific reference to this Section 11.13(f)). Buyer further agrees to use (and to cause the Transferred Company to use) commercially reasonable efforts to assist Seller in connection with any attempt to prevent the disclosure of any Privileged Deal Communications to a third party. (g) Buyer agrees that it will not access, use, or seek to obtain the Deal Communications in any way. In furtherance of the foregoing, prior to the Closing, Seller, the Transferred Company or any of their respective Affiliates or representatives may take action to protect from access or remove from the premises of the Transferred Company (or any offsite back-up or other facilities) any Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications. In the event that, following the Closing, any Deal Communication remains accessible to Buyer or the Transferred Company, Buyer agrees that neither it nor any of its Affiliates or representatives will attempt to gain access to, view or use any Deal Communication for any purpose. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. ETHICON, INC. By: /s/ Celine Martin Name: Celine Martin Title: Company Group Chair, CSS Group INTEGRA LIFESCIENCES HOLDINGS CORPORATION By: /s/ Jan De Witte Name: Jan De Witte Title: President and Chief Executive Officer INTEGRA LIFESCIENCES ISRAEL LTD. By: /s/ Jeffrey Mosebrook Name: Jeffrey Mosebrook Title: Director