NHS Bristol Clinical Commissioning Group South Plaza, Marlborough Street, Bristol. BS13NX For the attention of. 11th November 2014.

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1 NHS Bristol Clinical Commissioning Group South Plaza, Marlborough Street, Bristol. BS13NX For the attention of GlaxoSmithKline UK limited Stockley Park West Uxbridge Middlesex UBlllBT T th November 2014 Dear Sirs, Seretide Discount Agreement (SWB002) Further to our recent discussions, GlaxoSmithKline UK limited ("GSKIJ) is pleased to offer the following terms for the Seretide Discount Agreement between GSK and NHS Bristol Clinical Commissioning Group ("your organisation" or "you"). Commencement and Term of this Agreement 1. This Agreement shall commence on the date that your organisation's authorised signatory countersigns this letter and shall continue for a period of The Discounted Prices and Calculation of the rebate value 2. The discount will apply to sales of all packs of GSK's Seretide medicine, as set out in Schedule 1 (the "Products"], and is offered without any conditions to purchase specific volumes. 3. The discounted prices for each of the Products are set out in Schedule 1, such prices being exclusive of VAT (the "Discounted Price(s)"). The methodology for determining the discounted prices is set out in Schedule The discount will be applied by way of GSK paying to you a retrospective rebate. 5. Every three (3) months after the commencement of the discount (see paragraph 13 for details), your organisation may calculate a rebate claim for the preceding 3 month period (the "Relevant Quarter") by applying the difference between the Discounted Prices and the NHS list price to the volume of the Products validly dispensed in the UK during that Relevant Quarter against prescriptions issued by primary care prescribers located in the geographic area covered by your organisation, such purchases therefore being eligible for NHS reimbursement. We will refer to (i) any such rebate claim as a "Rebate Claim" and (ii) the data evidencing the volume of Products eligible for NHS reimbursement as the "Quarterly Volumes". 6. You will obtain the Quarterly Volumes from the NHS Prescription Services division of the NHS Business Services Authority ("NHS BSAIJ). 7. Your organisation will need to issue an invoice to GSK in respect of each quarterly Rebate Claim that you wish to make within six (6) calendar months of the end of the Relevant Quarter. You agree that GSK has the right to refuse to pay an invoice for a Rebate Claim that we receive more than 6 calendar months after that end of a Relevant Quarter. 8. All consideration payable under or in connection with this Agreement is stated exclusive of VAT and other applicable indirect taxes or duties. Any VAT payable on the consideration shall be paid at the same time as the payment or provision of the consideration to which it relates, subject to the production of a valid VAT invoice. Registered in England and Wales No gsk.0050a Serelide Discount Agreement (P) I October 2014 Page 1 of 7 (SWB002) Registered OHice 980 Greai Wesl Road, Brentford Middlesex, TWa 9GS

2 9. For the avoidance of doubt, Products dispensed against prescriptions issued by private primary care prescribers and secondary care prescribers, which are not included in the NHS BSA data, will not be eligible for the discount and so will not be included in any rebate. Payment of the rebate 10. GSK will pay any undisputed invoice by BACS transfer by the end of the month following the month of invoice and will send a statement to your organisation detailing the value of the rebate. 11. In the event of a dispute about the amount of the rebate within an invoice prepared by you, the terms of paragraph 25 (Dispute Resolution) will apply. 12. In the event that GSK reasonably considers that the NHS BSA no longer provides accurate Quarterly Volumes from which to calculate the volumes of GSK's Products validly dispensed in your organisation's geographic area, the following process will apply: a. GSK will propose to you an alternative source of information together with an explanation of why the alternative source is needed and adequate. b. Vou will have 21 calendar days from when you receive GSK's proposal (the "First Period") to decide whether you wish either to accept GSK's proposal or to suggest a counterproposal, during which time you and GSK will make ourselves available to discuss the proposals and any new proposals with a view to reaching an agreement on a new source for the Quarterly Volumes. c. If you suggest a counterproposal at any time during the First Period, GSK will have 21 calendar days from the end of the First Period (the "Second Period") to decide whether we wish to accept your counterproposal, during which time you and GSK will make '. ourselves available to discuss the proposals with a view to reaching an agreement on a new source for the Quarterly Volumes. d. In the event that we are unable to agree a new source by the end of the Second Period, GSK will have the right to terminate this Agreement immediately upon notice to you. Commencement of the discount 13. For the purposes of this paragraph, the month in which your organisation signs this Agreement is referred to as the "Signature Month". The Discounted Prices and associated rebate will apply: a. from the start of the Signature Month, so long as GSK receives a copy of this Agreement signed on behalf of your organisation on or before the first day of the calendar month following the Signature Month (or the next business day if this falls on a weekend); b. from the month that follows the Signature Month, if GSK receives a copy of this Agreement signed by your organisation after the first day of the calendar month following the Signature Month. 14. Vou will need to provide certain information, including your bank account details, to GSK in order for us to be able pay any Rebate Claim. Please provide the information requested in the letter accompanying this Agreement and return this to GSK at the correspondence address set out in the accompanying letter within 30 days of receipt of the letter and this Agreement. Variation of this Agreement 15. This Agreement may be varied at any time by mutual agreement of the parties but shall only be valid if it is in writing and signed by an authorised officer of each of the parties. Before any variation is signed by GSK, GSK will resubmit it to the PrescQIPP Pharmaceutical Industry Scheme Governance Review Board (the "Review Board") to receive and, where applicable, incorporate the Review Board's comments. Termination and Notice Seretide Discount Agreement (P) I October 2014 Page 2 of7 (SWB002)

3 16. You may terminate this Agreement at any time by giving GSK a minimum of thirty (30) days' notice in writing. 17. The notice of termination should be sent to the person named in paragraph 36 and contain details of the name and address of your organisation. Termination shall take effect from the end of the calendar month in which the notice is received by GSK. 18. GSK has a right of termination, as set out in paragraph 12 above. 19. Any notice required to be given by a party under or in connection with this agreement shall be given in writing and shall be delivered by hand or sent by recorded letter sent through the post or a next working day delivery service providing proof of delivery to the addresses quoted above (or to such other address as either party shall have previously notified to the other). Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, or otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service. In the event that either party changes their contact details they shall notify the other party forthwith in writing. For the purposes of this clause, "writing" shall not include e mail. Confidentiality 20. Your organisation shall not, without the prior written consent of GSK, disclose this Agreement, including the Discounted Prices or the rebates it receives or any confidential information relating to GSK's business ("Confidentiallnformation"), to any third party, except (i) to such of its officers, employees, contractors, advisers and consultants, and to any officer, employee, adviser or consultant of any other statutory NHS body, who have been made aware that this information is confidential, who are bound to treat it as such by written agreement on like terms to this Agreement and to whom disclosure is necessary; and (ii) to the extent confidential information is required to be disclosed by law, by any governmental or other regulatory authority (including the Department of Health) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, you give GSK as much notice of such disclosure as possible. Freedom of Information 21. You acknowledge and agree that the Confidential Information you receive from GSK as part of this Agreement is commercially sensitive. You acknowledge that the Confidential Information has been disclosed in confidence and that it is of a commercially sensitive nature by virtue of the fact that it is known only to GSK, that it would be of commercial interest and value to competitors of GSK, that it has economic value to GSK from not being known and as such would prejudice the commercial interests of GSK if disclosed. You further acknowledge and agree that it would not be in the public interest for the Confidential Information to be disclosed. 22. In the event that an application is made to your organisation under the Freedom of Information Act 2000 (the "Act") for disclosure of any information beyond confirming the existence that a rebate scheme is in place (including Confidential Information) ("Information") you will, within 3 days of receiving any such application, provide to GSK details of the application and advise GSK by to customercontactuk@gsk.com of whether or not your organisation is minded to disclose any of the Information. GSK shall within 7 days of receiving details of the application inform your organisation whether or not it agrees to the Information being disclosed, and, if it objects, GSK shall give its grounds for objecting. Unless GSK specifically agrees that the Confidential Information can be disclosed, you will refuse to disclose such information on the basis that it is exempt from disclosure pursuant to Sections 41 and 43 of the Act. Warranties 23. You warrant that: Page 3 of 7 (SWB002l

4 a. your organísatlon owns and/or is the ultimate beneficiary of the bank account to which.the discount will be paid by GSK; and b. the person that signs this agreement on behalf of your organisation is duly authorised by your organisation to do so. 24. You acknowledge and agree that the discount provided by GSK to your organisation under this Agreement does not in any way constitute an unlawful inducement to prescribe, supply, administer, recommend, buy or sell any medicine. Dispute Resolution 25. The Parties shall use their reasonable endeavours to resolve any disputes, controversies or claims ("Dispute") arising out of or in connection with any provision of this Agreement by good faith negotiations. In the event that a Dispute is not resolved, either Party may at any time provide written notification to the other of the substance of such Dispute and the Parties agree to refer the Dispute to the Chief Financial Officer (or equivalent) from your organisation and to the VP, Commercial Operations from GSK for them to use their best endeavours to resolve the Dispute by participating in a face to face meeting to be held no later than thirty (30) business days after receipt of such notice by the receiving party. 26. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including noncontractual disputes or claims). Other terms 27. No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 28. If you or we (for the purposes of this clause, we will refer to "you or we" together simply as "we") have a legal right or remedy (for the purposes of this clause, we will refer to "right or remedy" simply as a "right") pursuant to either this Agreement or the law and we either fail to exercise that right or delay in exercising it, then that failure or delay will not mean that we have waived that right. Equally, if we partially exercise a right, then we shall not be prevented from exercising it further; and if we use the right once, we shall not be prevented from using it again. 29. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, nor authorise a party to make or enter into any commitments for or on behalf of the other party. 30. This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party. AntiBribery and Corruption 31. You acknowledge receipt of the 'Prevention of Corruption Third Party Guidelines' (either in hard copy or at Guidelines.pdf). 32. Both parties agree to comply fully at all times with all applicable laws and regulations, including but not limited to applicable anticorruption laws in the UK. 33. Each party (the "Terminating Party") shall be entitled to terminate this Agreement immediately on written notice to the other (the "Recipient") if the Recipient fails to perform its obligations in accordance with paragraph 32. The Recipient shall have no claim against the Terminating Party for compensation for any loss of whatever nature by virtue of the termination of this Agreement in accordance with this paragraph 33. To the extent (and only to the extent) that the laws of Page 4 of 7 (SWB002)

5 England and Wales provide for any such compensation to be paid to the Recipient upon the termination of this agreement, the Recipient hereby expressly agrees to waive (to the extent possible under the laws of England and Wales) or to repay to the Terminating Party any such compensation or indemnity. Final details 34. If this Agreement is acceptable to your organisation, please sign both copies of this letter and return one copy to the address below. 35. This offer is subject to GSK receiving a copy if this letter signed by an authorised signatory of your organisation within 30 days of the date of this letter. For our systems and processes to work, we need to receive this letter signed by your organisation promptly in order to activate your discounts. If GSK receives a copy of this letter signed by your organisation after the 30 days referred to above, this Agreement will not commence and no Seretide Discount Agreement will exist between GSK and your organisation. 36. Should you have any questions about this Agreement, please contact Economy Account Manager._... Signed for and on behalf of GlaxoSmithKline UK limitee (. L. Director, Commercial Effectiveness GSK UK Pharmaceuticals. 111'1A tj(j\j~ 20\+ Date. ~ I I ******************************************************************** Acknowledged and agreed for and on behalf.. of NHS.r..._ Bristol Clinical Commissioning Group Signature: Printed Name of Authorised Signatory: _ Date: Page!) of 7 (SWB002)

6 SCHEDULE 1 I Product Discounted I. J, PRODUCTS, DISCOUNTED PRICES Page 6 of 7 (SWB002)

7 SCHEDULE 2 METHODOLOGY FOR CALCULATING DISCOUNTED PRICES +_: ~1~ o 3. Page 7 of 7 (SWB002)

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