GSK and the Company each agree and acknowledge that a portion of the Shares purchased hereunder are being purchased pursuant to Section 2.1(d)(ii) of the Governance Agreement for the October 1 to December 31, 2015 period and that execution and delivery of this Agreement shall be deemed as adequate and timely notice, pursuant to Section 2.1(d)(ii) of the Governance Agreement, of GSK’s election to purchase such portion of the Shares from the Company with respect to such three month period.  GSK and the Company agree that the execution of this Agreement and the consummation by it of the transactions contemplated hereby do not violate, conflict with or result in the breach or termination of, or constitute a default under the terms of, any existing agreement between GSK or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand.