ASTRAZENECA PLC (Form: 6-K, Received: 05/28/2021 16:20:09)

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For May 2021

Commission File Number: 001-11960

AstraZeneca PLC

1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge CB2 0AA
United Kingdom

Indicate by check mark whether the registrant file or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXPLANATORY NOTE

In connection with the issuance by AstraZeneca PLC of $1,400,000,000 0.300% Fixed Rate Notes due 2023 and $750,000,000 3.000% Fixed Rate Notes due 2051, and the issuance by AstraZeneca Finance LLC of $1,600,000,000 0.700% Fixed Rate Notes due 2024, $1,250,000,000 1.200% Fixed Rate Notes due 2026, $1,250,000,000 1.750% Fixed Rate Notes due 2028 and $750,000,000 2.250% Fixed Rate Notes due 2031 fully and unconditionally guaranteed by AstraZeneca PLC, AstraZeneca PLC is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-256406):

Exhibit List

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of May 25, 2021, among AstraZeneca PLC, AstraZeneca Finance LLC and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the underwriters.
1.2	Pricing Agreement, dated as of May 25, 2021, between AstraZeneca PLC and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the underwriters.
1.3	Pricing Agreement, dated as of May 25, 2021, among AstraZeneca PLC, AstraZeneca Finance LLC and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the underwriters.
4.1	Indenture, dated as of May 28, 2021, between AstraZeneca PLC, as issuer, and The Bank of New York, as trustee.
4.2	Indenture, dated as of May 28, 2021, among AstraZeneca Finance LLC, as issuer, AstraZeneca PLC, as guarantor, and The Bank of New York, as trustee.
4.3	Officers’ Certificate pursuant to Section 2.08 of the Indenture setting forth the terms of and including forms of the global notes for the 0.300% Fixed Rate Notes due 2023 and the 3.000% Fixed Rate Notes due 2051.
4.4	Officers’ Certificate pursuant to Section 2.08 of the Indenture setting forth the terms of and including forms of the global notes for the 0.700% Fixed Rate Notes due 2024, the 1.200% Fixed Rate Notes due 2026, the 1.750% Fixed Rate Notes due 2028 and the 2.250% Fixed Rate Notes due 2031.
5.1	Opinion of Freshfields Bruckhaus Deringer LLP.
5.2	Opinion of Freshfields Bruckhaus Deringer US LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ASTRAZENECA PLC

Date: May 28, 2021	By:	/s/ Adrian Kemp
		Name: Adrian Kemp
		Title: Company Secretary

Exhibit 1.1

ASTRAZENECA PLC

ASTRAZENECA FINANCE LLC

Debt Securities

UNDERWRITING AGREEMENT

May 25, 2021

To the Representatives of the several Underwriters

named from time to time in Schedule I to the applicable

Pricing Agreement

Ladies and Gentlemen:

From time to time AstraZeneca PLC, a company organized under the laws of England (the “Company”), and AstraZeneca Finance LLC, a Delaware limited liability company (“AZ Finance” and, together with the Company, the “Issuers” and each individually, an “Issuer”), propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) substantially in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), certain of their debt securities (the “Notes”), with the Company to guarantee the debt securities to be issued by AZ Finance (such guarantee, the “Guarantee” and together with the Notes, the “Securities”), as specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, including any Guarantee thereof, the “Designated Securities”).

The terms and rights of any particular issuance of Designated Securities by the Company shall be as specified in the Pricing Agreement relating thereto and pursuant to the Indenture, to be dated as of the Time of Delivery, as amended and supplemented from time to time (the “AZ Indenture”), between the Company and The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank) (the “AZ Indenture Trustee”). The terms and rights of any particular issuance of Designated Securities by AZ Finance and Guarantee by the Company shall be as specified in the Pricing Agreement relating thereto and pursuant to the Indenture, to be dated as of the Time of Delivery, as amended and supplemented from time to time (the “AZ Finance Indenture” and, together with the AZ Indenture, the “Indentures”), among AZ Finance, the Company and The Bank of New York Mellon (the “AZ Finance Indenture Trustee” and, together with the AZ Indenture Trustee, the “Trustees”).

The Securities are being issued and sold in connection with the acquisition (the “Acquisition”) by the Company of the entire issued and to be issued ordinary share capital of Alexion Pharmaceutical, Inc. (“Alexion”), a Delaware corporation, and its subsidiaries pursuant to an agreement and plan of merger, dated as of December 12, 2020, among the Company, Alexion and the other parties thereto. The net proceeds of the offering of the Designated Securities that are subject to mandatory redemption will be used to fund a portion of the purchase price for the Acquisition, to pay or refinance a portion of Alexion’s indebtedness and to pay related fees and expenses, with any remaining proceeds being used for general corporate purposes, which may include the refinancing of existing indebtedness. The net proceeds of the offering of the Designated Securities that are not subject to mandatory redemption will be used for general corporate purposes, which may include the refinancing of existing indebtedness.

This Agreement supersedes all prior agreements and understanding (whether written or oral) among the Issuers and the Underwriters, or any Underwriter, with respect to the subject matter hereof.

1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firm(s) designated as representative(s) of the Underwriters of such securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to the firm(s) acting as representative(s) of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of AZ Finance or the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of AZ Finance or the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the aggregate principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the applicable Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic or electronic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

2. The Company represents and warrants to, and agrees with, each of the Underwriters of the Notes offered by the Company, and AZ Finance and the Company, jointly and severally, represent and warrant to, and agree with, each of the Underwriters of the Notes offered by AZ Finance (it being understood and agreed that, in the case of Alexion and its subsidiaries, all representations and warranties of AZ Finance and the Company with respect to Alexion and its subsidiaries are made to the knowledge of AZ Finance and the Company without any independent investigation) that:

(a) The registration statement on Form F-3 (Registration No. 333-256406) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement and any amendments thereto filed prior to the date of the applicable Pricing Agreement, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein, became effective on filing with the Commission in such form; the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of the applicable Pricing Agreement, is hereafter called the “Basic Prospectus”; any preliminary prospectus relating to the Designated Securities (including any preliminary prospectus supplement) included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the “Act”), being hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, at the time such parts became effective, but excluding Form T-1 and including any prospectus supplement relating to the Designated Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective being hereinafter called the “Registration Statement”; “Applicable Time” is the time specified as such in the applicable Pricing Agreement; “Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendments or amendments thereto became or becomes effective; any reference herein to the Basic Prospectus, any Preliminary Prospectus or the Prospectus (as defined below) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be, and any post-effective amendments to the Registration Statement; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date of the Registration Statement that is incorporated by reference in the Registration Statement; the Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing, is hereinafter called the “Prospectus”; and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission and no order preventing or suspending the use of the Basic Prospectus, any Preliminary Prospectus, the Prospectus or the Pricing Disclosure Package (as defined below) together with any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Designated Securities (an “Issuer Free Writing Prospectus”) has been issued and no proceeding for that purpose has been initiated or threatened by the Commission;

(b) The documents incorporated by reference in the Pricing Disclosure Package and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the applicable rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Pricing Disclosure Package or the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the relevant Issuer by an Underwriter of Designated Securities through the Representatives expressly for use in the Pricing Disclosure Package or the Prospectus as amended or supplemented, as the case may be, relating to such Securities; and no such documents will have been filed with the Commission following the Commission’s close of business on the business day immediately prior to the date of the applicable Pricing Agreement and prior to the execution of the applicable Pricing Agreement, except as set forth on Schedule III to the applicable Pricing Agreement;

(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects, to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; the Registration Statement and any amendment thereto do not and will not, as of the applicable Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading; and the Prospectus and any amendment or supplement thereto do not and will not, as of its date and as of the Time of Delivery (as defined below), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the relevant Issuer by an Underwriter of Designated Securities through the Representatives expressly for use in the Registration Statement or the Prospectus as amended or supplemented relating to such Securities or (ii) that part of the Registration Statement which shall constitute the statement of eligibility and qualification (Form T-1) under the Trust Indenture Act;

(d) (i) The Basic Prospectus, the Preliminary Prospectus, if any, used most recently prior to the Applicable Time, as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof as of the Applicable Time and listed on Schedule IV to the applicable Pricing Agreement together with the Issuer Free Writing Prospectus listed in Schedule III (if any) to the applicable Pricing Agreement and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package (collectively, the “Pricing Disclosure Package”) and (ii) each electronic road show, if any, when taken together as a whole with the Pricing Disclosure Package, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule III (if any) to the applicable Pricing Agreement will not conflict with the information contained in the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, if any, used most recently prior to the Applicable Time or the Prospectus; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the relevant Issuer by an Underwriter of Designated Securities through the Representatives expressly for use in any such Issuer Free Writing Prospectus or the Pricing Disclosure Package or (ii) that part of the Registration Statement which shall constitute the statement of eligibility and qualification (Form T-1) under the Trust Indenture Act;

(e) Neither Issuer is, nor will be at the time of the Pricing Agreement, an “ineligible issuer,” as defined in Rule 405 under the Act;

(f) The consolidated financial statements (and the notes thereto) and schedules, if any, of the Company and of Alexion incorporated by reference in or filed with and as a part of the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the consolidated financial position as of the respective dates and the consolidated results of operations and cash flows for the respective periods covered thereby of the Company and Alexion, as the case may be, in conformity with applicable generally accepted accounting principles applied on a consistent basis throughout the periods involved;

(g) The pro forma financial statements and the related notes thereto included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(h) Since the latest date as of which information is given in the Pricing Disclosure Package, there has not been any material adverse change in the consolidated shareholders’ equity or consolidated long-term debt of the Company and its subsidiaries taken as a whole or Alexion and its subsidiaries, taken as a whole, as the case may be, or any material adverse change, or any development reasonably likely to result in a prospective material adverse change in or affecting the financial position, shareholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, both before giving effect to the Acquisition and after giving pro forma effect thereto, otherwise than as set forth in the Pricing Disclosure Package;

(i) The Company and AZ Finance have been duly organized and are validly existing under the laws of their respective jurisdictions of organization, are duly qualified to do business in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Company and its consolidated subsidiaries considered as a whole;

(j) To the best of AZ Finance’s and the Company’s knowledge, after due inquiry, and other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no material legal or governmental or regulatory proceedings pending or threatened to which AZ Finance, the Company or any of their respective subsidiaries is a party or of which any property of AZ Finance, the Company or any of their respective subsidiaries is the subject that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so described and there are no statutes or regulations that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so described;

(k) The Underwriting Agreement has been duly authorized, executed and delivered by the Company and AZ Finance;

(l) The Designated Securities have been duly authorized and, when executed and authenticated (in the case of the Notes) or issued (in the case of the Guarantee), as the case may be, in accordance with the applicable Indenture and delivered to and paid for by the Underwriters, will constitute valid and binding obligations of AZ Finance and the Company entitled to the benefits provided by the applicable Indenture; the Indentures have been duly authorized, executed and delivered by the Company (and, in the case of the AZ Finance Indenture, by AZ Finance) and (assuming the due authorization, execution and delivery thereof by the Trustees), constitute valid and binding obligations of the Company and, in the case of the AZ Finance Indenture, AZ Finance, enforceable in accordance with their terms, subject to the effects of applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general applicability; the Indentures have been duly qualified under the Trust Indenture Act; and the Designated Securities conform in all material respects to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus as amended or supplemented.

(m) The issue and sale of the Designated Securities and the compliance by AZ Finance and the Company with the Indentures, this Agreement and the Pricing Agreement relating to the Designated Securities and the consummation by AZ Finance and the Company of the transactions contemplated herein and therein will not contravene (x) any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement or other similar agreement or instrument to which AZ Finance or the Company is a party or by which AZ Finance or the Company is bound, or (y) any statute of the United States or the United Kingdom or any political subdivision thereof, or any order, rule or regulation known to AZ Finance or the Company of any court or of any governmental agency or body in the United States or the United Kingdom or any political subdivision thereof, except in the case of clauses (x) and (y) above for such contraventions which would not affect the validity or binding nature of the Designated Securities or have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Company and its consolidated subsidiaries considered as a whole, both before giving effect to the Acquisition and after giving pro forma effect thereto;

(n) No consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body described in (m) above is required for the issue and sale of the Designated Securities by AZ Finance or the Company in the manner contemplated herein or the consummation of the other transactions contemplated by this Agreement, the Pricing Agreement or the Indentures except as may be required by the Securities or Blue Sky laws of the various states in connection with the offer and sale of the Designated Securities;

(o) Each of AZ Finance and the Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(p) PricewaterhouseCoopers LLP, which has audited certain of the financial statements of the Company and its subsidiaries and of Alexion and its subsidiaries and the Company’s and Alexion’s internal control over financial reporting as specified under the heading “Experts” in the Registration Statement, is an independent registered public accounting firm with respect to the Company and Alexion as required by the Act and the applicable rules and regulations of the Commission thereunder;

(q) Each of AZ Finance, the Company and their respective subsidiaries maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective;

(r) The operations of the each of AZ Finance, the Company and their respective subsidiaries and, to the knowledge of AZ Finance and the Company, the operations of Alexion and its subsidiaries, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and in compliance with, in all material respects, the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), insofar as they apply, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving AZ Finance, the Company or any of their respective subsidiaries or, to the knowledge of AZ Finance and the Company, involving Alexion and its subsidiaries, with respect to the Money Laundering Laws is pending or, to the best knowledge of AZ Finance or the Company, threatened;

(s) None of AZ Finance, the Company or any of their respective subsidiaries nor, to the knowledge of AZ Finance or the Company, any of Alexion or its subsidiaries, any director, officer, agent, employee or affiliate of AZ Finance, the Company, Alexion or any of their respective subsidiaries (i) is currently designated on, or owned or controlled (as interpreted under any relevant Sanctions) by any individual or entity designated on, any sanctions list issued under any trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the European Union, the Security Council of the United Nations or Her Majesty’s Treasury (collectively “Sanctions”), nor (ii) has, to the knowledge of AZ Finance or the Company, violated or is violating any Sanctions; and none of AZ Finance or the Company will use the proceeds of the offering of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, that is the subject of Sanctions or for any purpose that would cause AZ Finance, the Company or Underwriters to violate Sanctions. Any provision of this Section 2(s) shall not apply if and to the extent that it is or would be unenforceable by reason of breach of (i) EU Regulation (EC) 2271/96 (as amended) or any law or regulation implementing such regulation in any member state of the European Union or the United Kingdom or (ii) any similar blocking or anti-boycott law and, in such case, the enforceability of this Section 2(s) shall not otherwise be affected; and

(t) Except as may be determined with respect to the matters under investigation described in the Company’s Form 6-K filed with the Commission on April 30, 2021 and incorporated by reference into the Pricing Disclosure Package or in Alexion’s Form 10-Q filed with the Commission on April 30, 2021, certain parts of which are incorporated by reference into the Pricing Disclosure Package, each of, AZ Finance, the Company and their respective subsidiaries and, to the knowledge of AZ Finance and the Company, each of Alexion and its subsidiaries, have conducted their businesses in all material respects in compliance with all laws, rules, and regulations from time to time concerning or relating to bribery or corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and all other applicable anti-bribery and corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented.

4. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of AZ Finance and the Company to the Representatives for the account of such Underwriter at the office of Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, New York, against payment by such Underwriter or on its behalf of the purchase price therefor in same day funds, payable to the order of AZ Finance or the Company, as the case may be, in the funds specified in such Pricing Agreement, all at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Securities. The Securities will be delivered by AZ Finance or the Company, as the case may be, to the Representatives in the form of one or more global Securities, representing all of the Securities, which will be registered in the name of a nominee for The Depository Trust Company (“DTC”) and deposited on behalf of the Underwriters with Cede & Co. as custodian for DTC, for credit to the respective participant accounts of the Underwriters unless otherwise directed by you. Such global Securities will be made available for checking at least twenty-four hours prior to the Time of Delivery through the facilities of DTC.

5. The Company, with respect to the Notes being offered by it, agrees with each of the Underwriters of the Notes being offered by the Company, and AZ Finance and the Company, jointly and severally, with respect to the Notes being offered by AZ Finance and guaranteed by the Company, agree with each of the Underwriters of the Notes being offered by AZ Finance and guaranteed by the Company:

(a) To prepare in consultation with the Representatives the Prospectus, as amended and supplemented in relation to the applicable Designated Securities, in a form approved by the Representatives, which approval the Representatives agree they will not unreasonably withhold, and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement, the Pricing Disclosure Package or Prospectus (as each may have been amended or supplemented) after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery without prior consultation with the Representatives for such Securities; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; if requested by you prior to the Applicable Time, to prepare a final term sheet, containing solely a description of the Designated Securities, in a form substantially as set forth in Schedule V to the applicable Pricing Agreement and which shall be attached to the applicable Pricing Agreement and approved by the Representatives, and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by AZ Finance or the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by AZ Finance or the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after AZ Finance or the Company receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal;

(b) Promptly from time to time to use its reasonable best efforts to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of such Securities for investment under the laws of such jurisdictions as the Representatives may designate and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities; provided, however, that in connection therewith neither AZ Finance nor the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to take any other action which would subject it to service of process in suits in any jurisdiction or to subject it to taxation in any jurisdiction other than those arising out of the offering or sale of the Designated Securities in such jurisdiction;

(c) To furnish the Underwriters, without charge, with a copy of the Registration Statement, with copies of the Prospectus as amended or supplemented, including the exhibits and materials, if any, incorporated by reference therein, in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; provided, however, if any Underwriter is required to deliver a prospectus in connection with sales of any of the Designated Securities at any time nine months or more after the time of issue of the Prospectus, upon their request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to the Company’s security holders and to the Representatives as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); and

(e) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to AZ Finance and the Company by the Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of AZ Finance or the Company which mature more than one year after such Time of Delivery and which are denominated in U.S. dollars and substantially similar to such Designated Securities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. The foregoing restrictions do not apply to any offer, sale, contract to sell or other disposition of the debt securities of AZ Finance or the Company pursuant to the Company’s Euro Medium Term Note Programme, as it may be amended from time to time.

6. (a) Each Underwriter represents and agrees that it shall not use, refer to or distribute any “free writing prospectus” (as defined in Rule 405 under the Act, a “Free Writing Prospectus”) except:

(i) a Free Writing Prospectus that (1) is not an Issuer Free Writing Prospectus, and (2) contains only information describing the preliminary terms of the Securities or their offering or otherwise permitted under Rule 134 under the Act;

(ii) a Free Writing Prospectus as shall be agreed in writing with AZ Finance and the Company that is not distributed, used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination (including any electronic road show) unless AZ Finance and the Company consent to such dissemination and such Free Writing Prospectus is listed on Schedule VI to the applicable Pricing Agreement; provided that an Underwriter’s internal communications with its own sales force shall not be covered by this clause (ii); and

(b) Notwithstanding Section 6(a) above, AZ Finance and the Company hereby agree that the Underwriters may distribute to investors one or more Free Writing Prospectus that contain only the final terms of the Securities (including, for the avoidance of doubt, in the format of Bloomberg communications) substantially in the form set forth in Schedule V to the applicable Pricing Agreement and that such Free Writing Prospectus substantially in the form set forth in Schedule V to the applicable Pricing Agreement will be filed by the Company in accordance with Rule 433(d) under the Act and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement.

(c) Each of AZ Finance and the Company agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by AZ Finance or the Company with the Commission or retained by AZ Finance or the Company under Rule 433 under the Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectus included in Schedule III to the applicable Pricing Agreement. Any such Free Writing Prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” Each of AZ Finance and the Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus (including the final terms of the Securities as set forth in Schedule V to the applicable Pricing Agreement) as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(d) Each of AZ Finance and the Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, AZ Finance and the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to AZ Finance and the Company by an Underwriter through the Representatives expressly for use therein.

7. The Company, with respect to the issuance of Notes by it, covenants and agrees with the several Underwriters that it will pay or cause to be paid the following with respect to the Notes issued by it, and AZ Finance and the Company, jointly and severally, with respect to the issuance of Notes by AZ Finance guaranteed by the Company, covenant and agree with the several Underwriters that AZ Finance and the Company will, jointly and severally, pay or cause to be paid the following with respect to the Notes issued by AZ Finance and guaranteed by the Company: (i) except as provided in the proviso to Section 5(c) hereof, the fees, disbursements and expenses of counsel of AZ Finance and the Company and accountants of the Company in connection with the registration of the Designated Securities under the Act and the qualification of any indenture related to the Designated Securities under the Trust Indenture Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus and amendments and supplements thereto, the Pricing Disclosure Package and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Pricing Disclosure Package, any indenture related to the Designated Securities, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Designated Securities; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Designated Securities; (vi) the cost of preparing the Securities and of the delivery of the Designated Securities to the Underwriters, including any transfer or similar taxes thereon; (vii) the fees and expenses of the Trustees and any agent of the Trustees and the fees and disbursements of counsel for the Trustees in connection with the Indentures and the Securities; and (viii) except as provided in the proviso to Section 5(c) hereof, all reasonable other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on the initial sale or any resale of any of the Designated Securities by them, and any advertising expenses connected with any offers they may make.

8. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of AZ Finance and the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct in all material respects, the condition that AZ Finance and the Company shall have performed all of their respective obligations hereunder theretofore to be performed and the following additional conditions:

(a) The final term sheet contemplated by Section 5(a) hereof in relation to the applicable Designated Securities, and any other material required to be filed pursuant to Rule 433 under the Act in relation to the applicable Designated Securities shall have been filed within the applicable time period prescribed for such filings by Rule 433 under the Act and the Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission and no order suspending or preventing the use of the Basic Prospectus, any Preliminary Prospectus, any documents which are part of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;

(b) Simpson Thacher & Bartlett LLP, United States counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the validity of the Indentures, the Designated Securities, the Registration Statement, the Pricing Disclosure Package, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters (such counsel being entitled to state that they have assumed that any document referred to in their opinion and executed by AZ Finance or the Company has been duly authorized, executed and delivered pursuant to English law and, as to all matters of English law, their opinion is given in reliance upon, and is subject to the qualifications set forth in, the opinion of counsel for AZ Finance and the Company required by subsection (c) of this Section 8);

(c) Freshfields Bruckhaus Deringer LLP, English counsel for AZ Finance and the Company, shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives (such counsel being entitled to state that such counsel has made no investigation of the laws of any country other than England and that such counsel’s opinion is confined to matters of English law and, as to all matters governed by the laws of the United States and the State of New York, such opinion is given in reliance upon, and is subject to the qualifications set forth in, the opinion required by subsection (e) of this Section 8), substantially to the effect that:

(i) The Company has been duly incorporated in England and Wales under the Companies Act 1985, as amended, and registered in England and Wales as a public limited company and the Company Search and Winding-up Enquiry revealed no application, petition, order or resolution for the administration or winding-up of the Company and no notice of appointment of, or intention to appoint, a receiver or administrator in respect of the Company within the period covered by such enquiries;

(ii) The Company has the requisite corporate capacity to enter into this Agreement, the Pricing Agreements, the Indentures, the Guarantee and the Company officers’ certificates (the “Issue Documents”), to issue the Company’s Notes and the Guarantee and to perform its obligations under them;

(iii) The execution of the Issue Documents and the Notes has been duly authorized by all necessary corporate action on the part of the Company;

(iv) The Underwriting Agreement, the Pricing Agreement and the Company officers’ certificates have been duly executed by the Company and the consent to service of process contained in Section 18 of the Underwriting Agreement is effective as a matter of English law;

(v) The issue, sale and delivery of the Notes and the compliance by the Company with all of the provisions of the Issue Documents and the consummation by the Company of the transactions contemplated therein (in accordance with the terms of the Issue Documents) do not and will not of themselves result in any violation by the Company of any term of its Articles of Association, or of any law or regulation having the force of law in England and applicable to the Company;

(vi) No consents, licenses, approvals or authorizations of, or registrations or filings with, any governmental or regulatory authority or agency in the United Kingdom are required by law by the Company in connection with the issue and sale of the Notes and the Guarantee by the Company in the manner contemplated by the Issue Documents and the Prospectus Supplement in relation to the Notes;

(vii) The AZ Indenture has been duly authorized and the entry of the Company into the AZ Finance Indenture has been duly authorized;

(viii) As at the time of pricing of the Notes on May 25, 2021, the statements contained in the section of the Registration Statement headed “Certain UK and U.S. Federal Tax Considerations – United Kingdom Taxation”, to the extent they summarize matters of English law in respect of the matters referred to therein, and subject to the matters excluded from the scope of such section and the limitations, qualifications and assumptions set forth in, or applicable to, such section, were true and correct in all material respects; and

(ix) As of the date hereof the statements contained in the section of the Registration Statement headed “Certain UK and U.S. Federal Tax Considerations – United Kingdom Taxation”, to the extent they summarize matters of English law in respect of the matters referred to therein, and subject to the matters excluded from the scope of such section and the limitations, qualifications and assumptions set forth in, or applicable to, such section, are true and correct in all material respects.

In giving the opinion set forth above in this subsection (c), such counsel may state that in the case of default by AZ Finance or the Company in the performance of their respective obligations under this Agreement or any other agreement referred to in such opinion, any proceedings in an English court to pursue remedies would be subject to the following: (a) a judgment rendered by a court outside the United Kingdom would not be enforced by the English courts without a retrial or re-examination if such judgment was obtained by fraud or in a manner opposed to natural justice or if the enforcement thereof were contrary to United Kingdom public policy; and (b) in any proceedings to enforce in an English court a foreign judgment it is open to the defendant to raise any counterclaim which he could have brought if the action had originally been brought in England unless the subject of the counterclaim was in issue and decided in the foreign proceedings; and in giving the opinion in subparagraph (vii) above, such counsel may assume that the Designated Securities conform to the specimen thereof examined by such counsel.

(d) The Company Secretary or General Counsel for the Company shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives (such Company Secretary or General Counsel being entitled to state that he has made no investigation of the laws of any country other than England and that his opinion is confined to matters of English law and, as to all matters governed by the laws of the United States and the State of New York, such opinion is given in reliance upon, and is subject to the qualifications set forth in, the opinion required by subsection (e) of this Section 8), substantially to the effect that:

(i) Other than as set forth in the Pricing Disclosure Package and the Prospectus, to the best of such Company Secretary or General Counsel’s knowledge, after due inquiry, there are no material legal or governmental proceedings pending or threatened to which AZ Finance, the Company or any of its other subsidiaries is a party or of which any property of AZ Finance, the Company or any of its other subsidiaries is the subject that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so described and there are no statutes or regulations that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so described; and

(ii) The issue and sale of the Designated Securities and the compliance by AZ Finance and the Company, as applicable, with all of the provisions of the Indentures, this Agreement and the applicable Pricing Agreement relating to the Designated Securities and the consummation by AZ Finance and the Company of the transactions contemplated herein and therein will not contravene any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement or other similar agreement or instrument known to such Company Secretary or General Counsel to which AZ Finance or the Company is a party or by which AZ Finance or the Company is bound, except for such contraventions which would not affect the validity or binding nature of the Designated Securities or have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Company and its consolidated subsidiaries considered as a whole.

(e) Freshfields Bruckhaus Deringer US LLP, United States counsel for AZ Finance and the Company, shall have furnished to the Representatives their written opinion and negative assurance letter, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives (such counsel being entitled to state that they have assumed that any document referred to in their opinion and executed by the Company has been duly authorized, executed and delivered pursuant to English law and, as to all matters governed by the laws of England, their opinion is given in reliance upon, and is subject to the same qualifications set forth in, the opinion required by subsection (c) of this Section 8), substantially to the effect that:

(i) AZ Finance is validly existing as a limited liability company in good standing under the laws of the State of Delaware.

(ii) Each of the Underwriting Agreement and the Pricing Agreement relating to AZ Finance’s Notes has been duly authorized, executed and delivered by AZ Finance.

(iii) Assuming that each of the Underwriting Agreement and the Pricing Agreements has been duly authorized, executed and delivered by the Company in accordance with English law, each of the Underwriting Agreement and the Pricing Agreements has been duly executed and delivered by the Company.

(iv) Assuming that the AZ Indenture has been duly authorized, executed and delivered by Company in accordance with English law, the AZ Indenture has been duly executed and delivered by the Company and, assuming that the AZ Indenture has been duly authorized, executed and delivered by the AZ Indenture Trustee and is the valid and legally binding obligation of the AZ Indenture Trustee, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms.

(v) The AZ Finance Indenture has been duly authorized, executed and delivered by AZ Finance and, assuming that the AZ Finance Indenture has been duly authorized, executed and delivered by the AZ Finance Indenture Trustee and is the valid and legally binding obligation of the AZ Finance Indenture Trustee, constitutes a valid and legally binding obligation of AZ Finance, enforceable against AZ Finance in accordance with its terms.

(vi) Assuming that the AZ Finance Indenture has been duly authorized, executed and delivered by the Company in accordance with English law, the AZ Finance Indenture has been duly executed and delivered by the Company and, assuming that the AZ Finance Indenture has been duly authorized, executed and delivered by the AZ Finance Indenture Trustee and is the valid and legally binding obligation of the AZ Finance Indenture Trustee, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms.

(vii) Assuming that the Company’s Notes have been duly authorized, executed and delivered by the Company in accordance with English law, the Company’s Notes have been executed and delivered by the Company and, assuming due authentication thereof by the AZ Indenture Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the AZ Indenture.

(viii) AZ Finance’s Notes have been duly authorized, executed and delivered by AZ Finance and, assuming due authentication thereof by the AZ Finance Indenture Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and legally binding obligations of AZ Finance, enforceable against AZ Finance in accordance with their terms and entitled to the benefits of the AZ Finance Indenture.

(ix) Assuming that the Company’s Guarantee of AZ Finance’s Notes has been duly authorized, executed and delivered in accordance with English law, the Company’s Guarantee has been duly executed and delivered by the Company and assuming due authentication of AZ Finance’s Notes by the AZ Finance Indenture Trustee and upon payment for and delivery of AZ Finance’s Notes in accordance with the Underwriting Agreement, the Guarantee will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and entitled to the benefits of the AZ Finance Indenture.

(x) The issue and sale of the Company’s Notes by the Company, the issue and sale of AZ Finance’s Notes by AZ Finance, the issue of the Guarantee by the Company, the execution and delivery by the Company and AZ Finance, as applicable, of the Underwriting Agreement, the Pricing Agreements, the Indentures, the Notes, the Guarantee and the Company and AZ Finance officers’ certificates (the “Operative Documents”) and the performance by the Company and AZ Finance, as applicable, of their respective obligations under the Operative Documents to which they are a party (including the use of proceeds from the sale of the Notes as described in the Preliminary Prospectus and the Prospectus), will not violate (i) any provision of the organization documents of AZ Finance or (ii) any U.S. federal or New York State statute or the Delaware Limited Liability Company Act or any rule or regulation that has been issued pursuant to any U.S. federal or New York State statute or the Delaware Limited Liability Company Act, except that it is understood that no opinion is given in this paragraph with respect to any U.S. federal or State of New York securities law or any rule or regulation issued pursuant to any U.S. federal or New York State securities law.

(xi) No authorization, approval, consent, order, registration or qualification of or with any U.S. federal, New York State or, with respect to matters arising under the Delaware Limited Liability Company Act, Delaware governmental agency or body or, to our knowledge, any U.S. federal, New York State or, with respect to matters arising under the Delaware Limited Liability Company Act, Delaware court is required for (a) the issue and sale of the Notes by the Company and AZ Finance, as applicable, (b) the issue of the Guarantee by the Company and (c) compliance by the Company and AZ Finance with all of the applicable provisions of the Operative Documents to which they are a party, except for such consents, approvals, authorizations, orders or qualifications as may be required (i) under state or foreign securities or Blue Sky laws, rules and regulations, (ii) by the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer, sale, purchase and distribution of the Notes and the Guarantee, or (iii) the rules and regulations of The Nasdaq Stock Market LLC. It is understood that no opinion is given in this paragraph with respect to any U.S. federal or New York State securities law or any rule or regulation issued pursuant to any U.S. federal or New York State securities law.

(xii) The Registration Statement has become effective under the Act; any required filing of the Preliminary Prospectus and the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or preventing the use of the Preliminary Prospectus and the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or have been threatened by the Commission under the Act.

(xiii) The statements made in each of the Pricing Disclosure Package and the Prospectus under the captions “Description of Debt Securities and Guarantees,” “Description of AstraZeneca Notes” and “Description of AstraZeneca Finance Notes,” insofar as they purport to constitute summaries of certain terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects.

(xiv) The statements made in each of the Pricing Disclosure Package and the Prospectus under the captions “Certain UK and U.S. Federal Tax Considerations – United States Taxation” and “Taxation – Certain United States Federal Income Tax Considerations,” insofar as they constitute statements of U.S. federal tax law or legal conclusions with respect thereto, are correct in all material respects.

(xv) Each of the Company and AZ Finance is not, and after giving effect to the offering and sale of the Notes will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xvi) Each of the AZ Indenture and the AZ Finance Indenture has been qualified under the Trust Indenture Act of 1939.

(xvii) Each of the Registration Statement and the Prospectus, as of the date of the Prospectus, and each of the documents filed by the Company and incorporated by reference in the Registration Statement and Prospectus, appeared on its face to be appropriately responsive as to form in all material respects to the requirements of the Act or the Exchange Act, as applicable; provided, however, that such counsel does not express any belief with respect to (a) the financial statements or other financial data included in, or omitted from or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus or (b) the statement of eligibility and qualification of the Trustee under the AZ Indenture and the AZ Finance Indenture under which the Notes are being issued.

(xviii) Nothing has come to such counsel’s attention that caused such counsel to believe that (i) the Registration Statement, as of the date of the Prospectus, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package, taken as a whole, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Prospectus, as of its date or at the Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that we do not express any belief with respect to (a) the financial statements or other financial data included in, omitted from or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus or (b) the statement of eligibility and qualification of the Trustee under the AZ Indenture and the AZ Finance Indenture under which the Notes are being issued

In giving the opinions set forth in subparagraphs (xvii) and (xviii) of this subsection (e) such counsel may state that given the limitations inherent in the role of outside counsel and the independent verification of factual matters and the character of determinations involved in the registration process, they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package and the Prospectus except as set forth in paragraphs (xiii) and (xiv) of this Section 8(e). Such opinion may also state that it is confined to matters of the laws of the United States of America and the State of New York and the Delaware Limited Liability Company Act, in each case as of the date of the opinion. Such opinion may also state that such counsel expresses no opinion or belief as to (x) the statements of English law or descriptions of legislation referred to in subparagraph (viii) of paragraph (c) of this Section 8, (y) the conveyance of the Pricing Disclosure Package or the information contained therein to investors or (z) the due incorporation of, and valid, binding and enforceable, execution of the Indentures by the Trustees;

(f) On the date of the applicable Pricing Agreement and at the Time of Delivery for such Designated Securities, PricewaterhouseCoopers LLP, an independent registered public accounting firm with respect to each of the Company and Alexion, which has audited certain of the financial statements of the Company and its subsidiaries and Alexion and its subsidiaries included or incorporated by reference in the Registration Statement as specified under the heading “Experts” in the Registration Statement, shall have furnished to the Representatives a letter or letters, dated as of each such date and in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information (including any information giving effect to reflect the transactions contemplated by the Pricing Disclosure Package and the Prospectus and any underlying or pro forma adjustments to the financial data) contained in the Registration Statement and the Prospectus as amended or supplemented and as to such other matters as the Representatives may reasonably request; and

(g) AZ Finance and the Company shall have furnished or caused to be furnished to the Representatives a certificate or certificates, dated the Time of Delivery for the Designated Securities, of officers of AZ Finance and the Company, as applicable, satisfactory to the Representatives as to the accuracy of the representations and warranties in all material respects of AZ Finance and the Company in this Agreement and the Pricing Agreement at and as of the Time of Delivery, as to the performance by AZ Finance and the Company of all of their respective obligations hereunder to be performed prior to such Time of Delivery, and as to the matters set forth in Sections 8(a) and 12(i) hereof.

9. (a) The Company, with respect to the issuance of Notes by it, and AZ Finance and the Company, jointly and severally, with respect to the issuance of Notes by AZ Finance which are guaranteed by the Company, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, including the information in the final term sheet filed in accordance with Section 5(a) of this Agreement and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that AZ Finance and the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to AZ Finance and the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities.

(b) Each Underwriter will indemnify and hold harmless AZ Finance and the Company against any losses, claims, damages or liabilities to which AZ Finance and the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any amendment or supplement in reliance upon and in conformity with written information furnished to AZ Finance and the Company by such Underwriter through the Representatives expressly for use therein; and will, reimburse AZ Finance and the Company for any legal or other expenses reasonably incurred by AZ Finance and the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, promptly notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any action effected without its written consent but if settled with such consent, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement. Furthermore, the indemnifying party shall not, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) To the extent that the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by AZ Finance and the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of AZ Finance and the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by AZ Finance and the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by AZ Finance and the Company bear to the total underwriting discounts and commissions received by such Underwriters, in each case as set forth in the table on the cover page of the Prospectus as amended and supplemented. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by AZ Finance and the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. AZ Finance, the Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

(e) The obligations of AZ Finance and the Company under this Section 9 shall be in addition to any liability which AZ Finance and the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act and to the Underwriters’ affiliates, directors and officers; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of AZ Finance and the Company, the duly authorized representative of AZ Finance and the Company in the United States, and to each person, if any, who controls AZ Finance and the Company within the meaning of the Act or the Exchange Act.

10. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then AZ Finance and the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify AZ Finance and the Company that the Representatives have so arranged for the purchase of such Designated Securities, or AZ Finance and the Company notify the Representatives that they have so arranged for the purchase of such Designated Securities, the Representatives or AZ Finance and the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives, AZ Finance and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then AZ Finance and the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the aggregate principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and AZ Finance and the Company as provided in subsection (a) above, the aggregate principal amount of the Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if AZ Finance and the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, AZ Finance or the Company, except for the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of AZ Finance, the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, AZ Finance or the Company, the duly authorized representative of AZ Finance and the Company in the United States or any officer or director or controlling person of AZ Finance and the Company, and shall survive delivery of and payment for the Designated Securities.

12. Any Pricing Agreement shall be subject to termination in the absolute discretion of the Representatives, after consultation with AZ Finance and the Company, if, since the respective dates as of which information is given in the Pricing Disclosure Package in the case of clause (i) below, or subsequent to the Applicable Time and prior to the Time of Delivery of the Designated Securities, in the case of clauses (ii) through (vii) below, (i) there shall have been a material adverse change, or any development which in the reasonable judgment of the Company will result in a material adverse change, in the business, properties or financial condition of the Company and its consolidated subsidiaries considered as a whole, both before giving effect to the Acquisition and after giving pro forma effect thereto, otherwise than as set forth or contemplated in the Pricing Disclosure Package; (ii) there shall have occurred a downgrading in the rating accorded AZ Finance’s or the Company’s senior debt securities by Moody’s Investor Services, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”) or, in the event that AZ Finance’s or the Company’s senior debt securities are not rated by either Moody’s or S&P, by another “nationally recognized statistical rating organization” as such term is defined by the Commission for purposes of Section 3(a)(62) under the Exchange Act; (iii) such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other senior debt securities or preferred stock of or guaranteed by AZ Finance or the Company (other than an announcement with positive implications of a possible upgrading); (iv) there shall have been a change or development involving a prospective change in United States or United Kingdom taxation affecting the Designated Securities or the imposition of exchange controls by the United States or the United Kingdom affecting the Designated Securities, otherwise than as set forth or contemplated in the Pricing Disclosure Package; (v) trading in securities generally on the New York Stock Exchange or the London Stock Exchange or any other exchange where the Designated Securities are listed or intended to be listed shall have been suspended or materially limited; (vi) a general moratorium on commercial banking activities in the State of New York shall have been declared by either Federal or New York State authorities or a general moratorium on commercial banking activities in the United Kingdom shall have been declared by authorities in the United Kingdom; (vii) there shall have occurred the outbreak or escalation of hostilities involving the United States or the United Kingdom or the declaration by the United States or the United Kingdom of a national emergency or war; or (viii) there shall have occurred any change in financial markets or other national or international calamity or crisis of such magnitude and severity in its effect on the financial markets, as, in any such case described in clauses (i) through (viii) above, in the judgment of the Representatives, after consultation with AZ Finance and the Company, to make it impracticable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus, as amended or supplemented relating to such Securities.

13. If any Pricing Agreement shall be terminated by the Underwriters of the Designated Securities pursuant to clause (i) of Section 12 hereof or because of any failure or refusal on the part of AZ Finance or the Company to comply with the terms or to fulfill any of the conditions of the Pricing Agreement, or if for any reason AZ Finance or the Company shall be unable to perform their respective obligations under the applicable Pricing Agreement, the Company (with respect to the Notes to be issued by it) and AZ Finance and the Company (with respect to the Notes to be issued by AZ Finance and guaranteed by the Company) will, jointly and severally, reimburse the Underwriters of such Securities for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by the Underwriters in connection with the Designated Securities.

Notwithstanding the termination of any Pricing Agreement the provisions of Section 9, 10 and 11 hereof shall remain in effect.

14. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, e-mail or facsimile transmission as directed in the applicable Pricing Agreement; and if to AZ Finance or the Company shall be delivered or sent by mail, e-mail or facsimile transmission to its address set forth in the Registration Statement, Attention: Company Secretary, or such other address as AZ Finance or the Company shall notify in writing to the Representatives; provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) hereof shall be delivered or sent by mail, e-mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or e-mail constituting such Questionnaire, which address will be supplied to AZ Finance and the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including AZ Finance and the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

15. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, AZ Finance, the Company and, to the extent provided in Section 9 and Section 11 hereof, the officers and directors of AZ Finance and the Company and each person who controls AZ Finance and the Company or any Underwriter and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

16. Each of AZ Finance and the Company acknowledges and agrees that (i) the purchase and sale of any Designated Securities pursuant to this Agreement is an arm’s-length commercial transaction between AZ Finance and the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as principal and not as an agent or fiduciary of AZ Finance or the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of AZ Finance or the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising AZ Finance or the Company on other matters) or any other obligation to AZ Finance or the Company except the obligations expressly set forth in this Agreement and (iv) each of AZ Finance and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of AZ Finance and the Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to AZ Finance or the Company, in connection with such transaction or the process leading thereto.

17. In the event that any Underwriter that is a “covered entity,” “covered bank” or “covered FSI” (as the terms are defined in, and interpreted in accordance with 12 C.F.R. §§ 252.82(b); 47.3(b) or 382.2(b), respectively) (each, a “Covered Entity”), becomes subject to a proceeding under the U.S. Federal Deposit Insurance Act, as amended, and the regulations promulgated thereunder, or Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and the regulations promulgated thereunder (together, the “U.S. Special Resolution Regime”), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the federal laws of the United States or by the laws of the State of New York.

In the event that any Underwriter that is a Covered Entity or an “affiliate” (as the term is defined, and interpreted in accordance with, 12 U.S.C. § 1841(k)), of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, default rights (as the term is defined in, and interpreted in accordance with, 12 C.F.R. § § 252.81, 47.2 or 382.1, as applicable) (each, a “Default Right”) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the federal laws of the United States or by the laws of the State of New York.

18. The Company hereby appoints CT Corporation System, 28 Liberty Street, New York, New York 10005-1400 as its authorized agent (the “Authorized Agent”) upon which process may be served in any action based on this Agreement which may be instituted in any State or Federal court in The City, County and State of New York by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable so long as any of the Designated Securities remain outstanding unless and until a successor Authorized Agent shall be appointed and such successor shall accept such appointment. The Company will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company (mailed or delivered as aforesaid) shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement or any Pricing Agreement may be instituted by any Underwriter against the Company in any competent court in the United Kingdom.

19. Time shall be of the essence of each Pricing Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

20. This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

21. This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, each Pricing Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto and thereto consent to conduct the transactions contemplated hereunder by electronic means.

	Very truly yours,

	ASTRAZENECA FINANCE LLC


	By:	/s/ David E. White
		Name: David E. White
		Title: Treasurer and Director

	ASTRAZENECA PLC


	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof:


GOLDMAN SACHS & CO. LLC


By:	/s/ Sam Chaffin
	Name: Sam Chaffin
	Title: Vice President

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof:


J.P. MORGAN SECURITIES LLC


By:	/s/ Som Bhattacharyya
	Name: Som Bhattacharyya
	Title: Executive Director

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof:


MORGAN STANLEY & CO. LLC


By:	/s/ Yurij Slyz
	Name: Yurij Slyz
	Title: Executive Director

[Signature Page to Underwriting Agreement]

ANNEX I

Pricing Agreement

[Name(s) of Representative(s),]
As Representatives of the several
Underwriters named in Schedule I hereto,

Ladies and Gentlemen:

[AstraZeneca Finance LLC][AstraZeneca PLC] (the “Issuer”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated [·] (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Notes specified in Schedule II hereto, [guaranteed by AstraZeneca PLC, a company organized under the laws of England (the “Company,” such guarantee, the “Guarantee” and together with the Notes,] the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Basic Prospectus (as defined therein) as amended or supplemented as of the date of the Underwriting Agreement and also a representation and warranty as of the date of this Pricing Agreement in relation to the Basic Prospectus, Pricing Disclosure Package or the Prospectus, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of Schedule II hereto. Schedule III sets forth each Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package and any additional documents incorporated by reference that were filed with the Commission subsequent to the Commission’s close of business on the business day immediately prior to the date of the execution of this Pricing Agreement. Schedule IV sets forth all documents that the Issuer[, the Company] and the Representatives agree are to be included in the Pricing Disclosure Package. The final term sheets prepared in accordance with Section 5(a) of the Underwriting Agreement are attached hereto as Schedule V.

The “Applicable Time” means [●] p.m. New York time on the date hereof.

An amendment of the Registration Statement, or a supplement to the Basic Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, e-mail or facsimile transmission to (i) Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Registration Department, (ii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, Fax: +1 (212) 834-6081, (iii) Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, NY 10036, Attention: Investment Banking Division, Fax: +1 (212) 507-8999, Phone: +1 (212) 761-6691; and if to the Issuer [or the Company] shall be delivered or sent by mail, e-mail or facsimile transmission to its address set forth in the Registration Statement, Phone: +44-20-3749-5000, Email: aztbo@astrazeneca.com, Attention: Company Secretary, or such other address as the Issuer [or the Company] shall notify in writing to the Representatives at their respective foregoing addresses; provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) of the Underwriting Agreement shall be delivered or sent by mail, e-mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or e-mail constituting such Questionnaire, which address will be supplied to the Issuer [and the Company] by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters[,] [and] the Issuer [and the Company]. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Issuer [and the Company] for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

	Very truly yours,

	[ASTRAZENECA FINANCE LLC]

A-2

	By:
		Name:
		Title:

	ASTRAZENECA PLC

	By:
		Name:
		Title:

[Signature Page to Pricing Agreement]

A-3

Accepted as of the date hereof:

GOLDMAN SACHS & CO. LLC

By:
	Name:
	Title:

[Signature Page to Pricing Agreement]

A-4

J.P. MORGAN SECURITIES LLC

By:
	Name:
	Title:

[Signature Page to Pricing Agreement]

A-5

MORGAN STANLEY & CO. LLC

By:
	Name:
	Title:

[Signature Page to Pricing Agreement]

A-6

SCHEDULE I

AstraZeneca Finance LLC:

	Aggregate Principal Amount of 2024 Notes to be Purchased	Aggregate Principal Amount of 2026 Notes to be Purchased	Aggregate Principal Amount of 2028 Notes to be Purchased	Aggregate Principal Amount of 2031 Notes to be Purchased
Goldman Sachs & Co. LLC	$	$	$	$
J.P. Morgan Securities LLC	$	$	$	$
Morgan Stanley & Co. LLC	$	$	$	$
Barclays Capital Inc.	$	$	$	$
BNP Paribas	$	$	$	$
Citigroup Global Markets Inc.	$	$	$	$
Deutsche Bank Securities Inc.	$	$	$	$
HSBC Securities (USA) Inc.	$	$	$	$
Mizuho Securities USA LLC	$	$	$	$
Santander Investment Securities Inc.	$	$	$	$
Skandinaviska Enskilda Banken AB (publ)	$	$	$	$
Société Générale	$	$	$	$

Total	$	$	$	$

AstraZeneca PLC:

	Aggregate Principal Amount of 2023 Notes to be Purchased	Aggregate Principal Amount of 2051 Notes to be Purchased
Goldman Sachs & Co. LLC	$	$
J.P. Morgan Securities LLC	$	$
Morgan Stanley & Co. LLC	$	$
Barclays Capital Inc.	$	$
BNP Paribas	$	$
Citigroup Global Markets Inc.	$	$
Deutsche Bank Securities Inc.	$	$
HSBC Securities (USA) Inc.	$	$
Mizuho Securities USA LLC	$	$
Santander Investment Securities Inc.	$	$
Skandinaviska Enskilda Banken AB (publ)	$	$
Société Générale	$	$
Total	$	$

S.I-1

SCHEDULE II

Title of Designated Securities:

[___%] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due

Issuer: [AstraZeneca Finance LLC] [AstraZeneca PLC]

[Guarantor:

AstraZeneca PLC]

Aggregate Principal Amount:

[$]

Price to Public:

% of the principal amount of the Designated Securities,
plus accrued interest from ____________ to __________
[and accrued amortization, if any, from __________ to _________________]

Purchase Price by Underwriters:

% of the principal amount of the Designated Securities,
plus accrued interest from ____________ to __________
[and accrued amortization, if any, from __________ to _________________]

Expenses:

Specified Funds for Payment of Purchase Price:

[New York] Clearing House funds

Indenture:

[Indenture to be dated as of May 28, 2021, between the Issuer, the Company and The Bank of New York Mellon]

[Indenture to be dated as of May 28, 2021, between the Issuer and The Bank of New York Mellon]

S.II-1

Maturity:

Interest Rate:

[___%] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Date:

[months and dates]

Redemption Provisions:

[No provisions for redemption]

[The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Issuer, in the amount of [$]_________ or an integral multiple thereof,

[on or after __________, ____________ at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before _______, ____ %, and if] redeemed during the 12- month period beginning _____________,

Year

Redemption Price

and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.]

[on any interest payment date falling in or after ______, __, at the election of the Issuer, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption].

[Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law]

[Restriction on refunding]

S.II-2

Sinking Fund Provisions:

[No sinking fund provisions]

[The Designated Securities are entitled to the benefit of a sinking fund to retire [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____ at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Issuer to retire an additional [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their principal amount plus accrued interest].

[If Securities are extendable debt Securities, insert ---]

Extendable Provisions:

Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].]

[If Securities are Floating Rate debt Securities insert ---]

Floating Rate Provisions:

Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].]

Defeasance Provisions:

Time of Delivery:

Closing Location for Delivery of Securities:

Names and Addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

[Other Terms]^*

^* A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering.

S.II-3

SCHEDULE III

Issuer Free Writing Prospectus:

(a) Issuer Free Writing Prospectus, if any:

[Final Term Sheet dated [●] containing the final terms of the Designated Securities as set forth in Schedule V hereto]

[Electronic road show]

(b) Additional Documents Incorporated by Reference, if any:

S.III-1

SCHEDULE IV

Pricing Disclosure Package:

S.IV-1

SCHEDULE V

Final Term Sheets

S.V-1

Exhibit 1.2

Pricing Agreement

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, NY 10036

As Representatives of the several

Underwriters named in Schedule I hereto,

Ladies and Gentlemen:

AstraZeneca PLC (the “Issuer”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated May 25, 2021 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Notes specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Basic Prospectus (as defined therein) as amended or supplemented as of the date of the Underwriting Agreement and also a representation and warranty as of the date of this Pricing Agreement in relation to the Basic Prospectus, Pricing Disclosure Package or the Prospectus, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of Schedule II hereto. Schedule III sets forth each Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package and any additional documents incorporated by reference that were filed with the Commission subsequent to the Commission’s close of business on the business day immediately prior to the date of the execution of this Pricing Agreement. Schedule IV sets forth all documents that the Issuer and the Representatives agree are to be included in the Pricing Disclosure Package. The final term sheets prepared in accordance with Section 5(a) of the Underwriting Agreement are attached hereto as Schedule V.

The “Applicable Time” means 5:00 p.m. New York time on the date hereof.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, e-mail or facsimile transmission to (i) Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Registration Department, (ii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, Fax: +1 (212) 834-6081, (iii) Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, NY 10036, Attention: Investment Banking Division, Fax: +1 (212) 507-8999, Phone: +1 (212) 761-6691; and if to the Issuer shall be delivered or sent by mail, e-mail or facsimile transmission to its address set forth in the Registration Statement, Phone: +44-20-3749-5000, Email: aztbo@astrazeneca.com, Attention: Company Secretary, or such other address as the Issuer shall notify in writing to the Representatives at their respective foregoing addresses; provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) of the Underwriting Agreement shall be delivered or sent by mail, e-mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or e-mail constituting such Questionnaire, which address will be supplied to the Issuer by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Issuer. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Issuer for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

A-2

	Very truly yours,

	ASTRAZENECA PLC

	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

[Signature Page to AZ Pricing Agreement]

Accepted as of the date hereof:

GOLDMAN SACHS & CO. LLC

By:	/s/ Sam Chaffin
	Name: Sam Chaffin
	Title: Vice President

[Signature Page to AZ Pricing Agreement]

J.P. MORGAN SECURITIES LLC

By:	/s/ Som Bhattacharyya
	Name: Som Bhattacharyya
	Title: Executive Director

[Signature Page to AZ Pricing Agreement]

MORGAN STANLEY & CO. LLC

By:	/s/ Yurij Slyz
	Name: Yurij Slyz
	Title: Executive Director

[Signature Page to AZ Pricing Agreement]

SCHEDULE I

	Aggregate Principal Amount of 2023 Notes to be Purchased		Aggregate Principal Amount of 2051 Notes to be Purchased
Goldman Sachs & Co. LLC	$	140,000,000	$	75,000,000
J.P. Morgan Securities LLC	$	280,000,000	$	150,000,000
Morgan Stanley & Co. LLC	$	350,000,000	$	187,500,000
Barclays Capital Inc.	$	126,000,000	$	67,500,000
BNP Paribas	$	63,000,000	$	33,750,000
Citigroup Global Markets Inc.	$	63,000,000	$	33,750,000
Deutsche Bank Securities Inc.	$	63,000,000	$	33,750,000
HSBC Securities (USA) Inc.	$	63,000,000	$	33,750,000
Mizuho Securities USA LLC	$	63,000,000	$	33,750,000
Santander Investment Securities Inc.	$	63,000,000	$	33,750,000
Skandinaviska Enskilda Banken AB (publ)	$	63,000,000	$	33,750,000
Société Générale	$	63,000,000	$	33,750,000
Total	$	1,400,000,000	$	750,000,000

S.I-1

SCHEDULE II

Title of Designated Securities:

$1,400,000,000 0.300% Fixed Rate Notes due 2023 (the “2023 Notes”).

$750,000,000 3.000% Fixed Rate Notes due 2051 (the “2051 Notes”).

The 2023 Notes and the 2051 Notes are collectively referred to herein as the “Designated Securities” or “Notes”.

Issuer:

AstraZeneca PLC

Aggregate Principal Amount:

$1,400,000,000 for the 2023 Notes.

$750,000,000 for the 2051 Notes.

Price to Public:

99.911% of the principal amount of the 2023 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2023 Notes).

98.634% of the principal amount of the 2051 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2051 Notes).

Purchase Price by Underwriters:

99.811% of the principal amount of the 2023 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2023 Notes).

97.984% of the principal amount of the 2051 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2051 Notes).

Specified Funds for Payment of Purchase Price:

New York Clearing House funds.

Indenture:

Indenture to be dated as of May 28, 2021, between the Issuer and The Bank of New York Mellon.

Maturity Dates:

The stated maturity of the principal of the 2023 Notes will be May 26, 2023.

The stated maturity of the principal of the 2051 Notes will be May 28, 2051.

S.II-1

Interest Rates:

The 2023 Notes will bear interest from May 28, 2021 at a fixed rate of 0.300% per annum, payable semi-annually.

The 2051 Notes will bear interest from May 28, 2021 at a fixed rate of 3.000% per annum, payable semi-annually.

Interest Payment Dates:

Interest on the 2023 Notes will be paid semi-annually in arrears on May 26 and November 26 of each year, commencing November 26, 2021.

Interest on the 2051 Notes will be paid semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021.

Redemption Provisions:

The Notes are subject to the Special Mandatory Redemption described below (the “Special Mandatory Redemption Notes”). If (i) the consummation of the Alexion Acquisition does not occur on or before March 12, 2022 or (ii) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (i) and (ii), a “Special Mandatory Redemption Trigger”), the Issuer will be required to redeem the Special Mandatory Redemption Notes then outstanding at a redemption price equal to 101% of the principal amount of such Special Mandatory Redemption Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the supplement to the Prospectus relating to the Designated Securities dated May 24, 2021 (the “Prospectus Supplement”)). “Alexion Acquisition” means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among the Issuer and the other parties thereto, with respect to the acquisition by the Issuer of Alexion, as it may be amended from time to time prior to or subsequent to the date hereof.

The Issuer may redeem the 2023 Notes, in whole or in part, from time to time at a redemption price equal to the greater of (A) 100% of the principal amount of the 2023 Notes to be redeemed, and (B) as determined by the Quotation Agent (as defined in the Prospectus Supplement), the sum of the present values of the remaining scheduled payments of principal and interest on the 2023 Notes to be redeemed (assuming for this purpose that the 2023 Notes matured on the Maturity Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as defined herein).

The Issuer may redeem the 2051 Notes, in whole or in part, from time to time as follows: (i) prior to the Par Call Date (as defined herein), at a redemption price equal to the greater of (A) 100% of the principal amount of the 2051 Notes to be redeemed, and (B) as determined by the Quotation Agent (as defined in the Prospectus Supplement), the sum of the present values of the remaining scheduled payments of principal and interest on the 2051 Notes to be redeemed (assuming for this purpose that the 2051 Notes matured on the Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as defined herein), and (ii) on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the 2051 Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

S.II-2

In the event of certain tax law changes and other limited circumstances that, in each case, occur after the date of the Prospectus Supplement and require the Issuer to pay additional amounts as described in the Prospectus Supplement, the Issuer may redeem in whole, but not in part, any series of the Notes prior to maturity at a redemption price equal to 100% of their principal amount plus accrued interest thereon to but excluding the date of redemption.

Par Call Date:

2051 Notes: November 28, 2050.

Make-Whole Spreads:

2023 Notes: 5 basis points.

2051 Notes: 15 basis points.

Sinking Fund Provisions:

No sinking fund provisions.

Defeasance Provisions:

The Designated Securities are entitled to full defeasance and discharge under certain conditions as set forth in the Indenture.

Time of Delivery of the Designated Securities:

May 28, 2021.

Closing Location for Delivery of the Designated Securities:

The offices of Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, New York.

Address of the Company For Notice Purposes:

AstraZeneca PLC
1 Francis Crick Avenue

Cambridge Biomedical Campus

Cambridge CB2 0AA
England, United Kingdom

Attention: Company Secretary

S.II-3

Names and Addresses of the Representatives For Notice Purposes:

Goldman Sachs & Co. LLC
c/o Goldman Sachs & Co. LLC

200 West Street
New York, New York 10282
Attention: Registration Department

J.P. Morgan Securities LLC
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Investment Grade Syndicate Desk

Morgan Stanley & Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, NY 10036

Attention: Investment Banking Division

S.II-4

SCHEDULE III

Issuer Free Writing Prospectus:

(a)

Final Term Sheet dated May 25, 2021 containing the final terms of the Designated Securities as set forth in Schedule V hereto.

S.III-1

SCHEDULE IV

Pricing Disclosure Package:

Preliminary Prospectus dated and filed with the Commission on May 24, 2021, together with the Issuer Free Writing Prospectus listed on Schedule III hereto.

S.IV-1

SCHEDULE V

AstraZeneca PLC

$1,400,000,000 0.300% Notes due 2023

$750,000,000 3.000% Notes due 2051

Final Term Sheets

Issuer:	AstraZeneca PLC
Trade Date:	May 25, 2021
Settlement Date:	May 28, 2021 (T+3)
Expected Ratings:	Moody’s: A3 (negative); S&P: BBB+ (CreditWatch positive)

$1,400,000,000 0.300% Notes due 2023:

Security Type:	Senior Notes
Aggregate Principal Amount:	$1,400,000,000
Maturity Date:	May 26, 2023
Coupon:	0.300%
Benchmark Treasury:	0.125% due April 30, 2023
Benchmark Treasury Price and Yield:	99-30³/₄, 0.145%
Spread to Benchmark Treasury:	+20 basis points
Yield to Maturity:	0.345%
Price to Public:	99.911% of the Aggregate Principal Amount
Interest Payment Dates:	May 26 and November 26, commencing November 26, 2021
Gross Proceeds to Issuer:	$1,398,754,000
Underwriting Discount:	0.100% of the Aggregate Principal Amount
Net Proceeds to Issuer (before expenses):	$1,397,354,000
Redemption Provisions:
Special Mandatory Redemption	If (i) the consummation of the Alexion Acquisition ((as defined in the supplement to the Prospectus dated May 24, 2021 (the “Prospectus Supplement”)) does not occur on or before March 12, 2022 or (ii) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition, the Issuer will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of such notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Prospectus Supplement).

S.V-1

Optional Redemption:	At the option of the Issuer, from time to time, in whole or in part, as follows: at the redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed and (B) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming for this purpose that such series of notes matured on May 26, 2023 and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 0.050%.
Optional Tax Redemption:	In the event of certain tax law changes and other limited circumstances that occur, in each case, after the date of the Prospectus Supplement and require the Issuer to pay additional amounts, in whole but not in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest thereon to but excluding the redemption date.
CUSIP:	046353AY4
ISIN:	US046353AY48

$750,000,000 3.000% Notes due 2051:

Security Type:	Senior Notes
Aggregate Principal Amount:	$750,000,000
Maturity Date:	May 28, 2051
Coupon:	3.000%
Benchmark Treasury:	1.875% due February 15, 2051
Benchmark Treasury Price and Yield:	91-15+, 2.270%
Spread to Benchmark Treasury:	+80 basis points
Yield to Maturity:	3.070%
Price to Public:	98.634% of the Aggregate Principal Amount
Interest Payment Dates:	May 28 and November 28, commencing November 28, 2021
Gross Proceeds to Issuer:	$739,755,000
Underwriting Discount:	0.650% of the Aggregate Principal Amount
Net Proceeds to Issuer (before expenses):	$734,880,000
Redemption Provisions:
Special Mandatory Redemption	If (i) the consummation of the Alexion Acquisition (as defined in the Prospectus Supplement) does not occur on or before March 12, 2022 or (ii) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition, the Issuer will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of such notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Prospectus Supplement).

S.V-2

Optional Redemption:	At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to November 28, 2050, at the redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed and (B) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming for this purpose that such series of notes matured on November 28, 2050 and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 0.150% and (ii) on or after November 28, 2050, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.
Optional Tax Redemption:	In the event of certain tax law changes and other limited circumstances that occur, in each case, after the date of the Prospectus Supplement and require the Issuer to pay additional amounts, in whole but not in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest thereon to but excluding the redemption date.
CUSIP:	046353AZ1
ISIN:	US046353AZ13

Joint Book-Running Managers:	Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC

	Barclays Capital Inc. BNP Paribas Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC Santander Investment Securities Inc. Skandinaviska Enskilda Banken AB (publ) Société Générale

*****

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus supplement and accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents incorporated by reference therein that the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by telephone at +1 (866) 471-2526 or by emailing Prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling +1 (866) 803-9204; or Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attention: Prospectus Department, by telephone at +1 (866) 718-1649, or by email at prospectus@morganstanley.com.

S.V-3

It is expected that delivery of the notes will be made against payment on or about the Settlement Date, which will be the third business day following the Trade Date of the notes (such settlement being referred to as “T+3”). Trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder may be required, by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

S.V-4

Exhibit 1.3

Pricing Agreement

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, NY 10036

As Representatives of the several

Underwriters named in Schedule I hereto,

Ladies and Gentlemen:

AstraZeneca Finance LLC (the “Issuer”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated May 25, 2021 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Notes specified in Schedule II hereto, guaranteed by AstraZeneca PLC, a company organized under the laws of England (the “Company,” such guarantee, the “Guarantee” and together with the Notes, the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Basic Prospectus (as defined therein) as amended or supplemented as of the date of the Underwriting Agreement and also a representation and warranty as of the date of this Pricing Agreement in relation to the Basic Prospectus, Pricing Disclosure Package or the Prospectus, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of Schedule II hereto.

Schedule III sets forth each Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package and any additional documents incorporated by reference that were filed with the Commission subsequent to the Commission’s close of business on the business day immediately prior to the date of the execution of this Pricing Agreement. Schedule IV sets forth all documents that the Issuer, the Company and the Representatives agree are to be included in the Pricing Disclosure Package. The final term sheets prepared in accordance with Section 5(a) of the Underwriting Agreement are attached hereto as Schedule V.

The “Applicable Time” means 5:00 p.m. New York time on the date hereof.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, e-mail or facsimile transmission to (i) Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Registration Department, (ii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, Fax: +1 (212) 834-6081, (iii) Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, NY 10036, Attention: Investment Banking Division, Fax: +1 (212) 507-8999, Phone: +1 (212) 761-6691; and if to the Issuer or the Company shall be delivered or sent by mail, e-mail or facsimile transmission to its address set forth in the Registration Statement, Phone: +44-20-3749-5000, Email: aztbo@astrazeneca.com, Attention: Company Secretary, or such other address as the Issuer or the Company shall notify in writing to the Representatives at their respective foregoing addresses; provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) of the Underwriting Agreement shall be delivered or sent by mail, e-mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or e-mail constituting such Questionnaire, which address will be supplied to the Issuer and the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Issuer and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Issuer and the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

A-2

	Very truly yours,

	ASTRAZENECA FINANCE LLC


	By:	/s/ David E. White
		Name:David E. White
		Title: Treasurer and Director

	ASTRAZENECA PLC


	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

[Signature Page to Pricing Agreement]

Accepted as of the date hereof:

GOLDMAN SACHS & CO. LLC


By:	/s/ Sam Chaffin
	Name: Sam Chaffin
	Title: Vice President

[Signature Page to Pricing Agreement]

J.P. MORGAN SECURITIES LLC


By:	/s/ Som Bhattacharyya
	Name: Som Bhattacharyya
	Title: Executive Director

[Signature Page to Pricing Agreement]

MORGAN STANLEY & CO. LLC


By:	/s/ Yuri Slyz
	Name: Yuri Slyz
	Title: Executive Director

[Signature Page to Pricing Agreement]

SCHEDULE I

	Aggregate Principal Amount of 2024 Notes to be Purchased		Aggregate Principal Amount of 2026 Notes to be Purchased		Aggregate Principal Amount of 2028 Notes to be Purchased		Aggregate Principal Amount of 2031 Notes to be Purchased
Goldman Sachs & Co. LLC	$	160,000,000	$	125,000,000	$	125,000,000	$	75,000,000
J.P. Morgan Securities LLC	$	320,000,000	$	250,000,000	$	250,000,000	$	150,000,000
Morgan Stanley & Co. LLC	$	400,000,000	$	312,500,000	$	312,500,000	$	187,500,000
Barclays Capital Inc.	$	144,000,000	$	112,500,000	$	112,500,000	$	67,500,000
BNP Paribas	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000
Citigroup Global Markets Inc.	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000
Deutsche Bank Securities Inc.	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000
HSBC Securities (USA) Inc.	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000
Mizuho Securities USA LLC	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000
Santander Investment Securities Inc.	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000
Skandinaviska Enskilda Banken AB (publ)	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000
Société Générale	$	72,000,000	$	56,250,000	$	56,250,000	$	33,750,000

Total	$	1,600,000,000	$	1,250,000,000	$	1,250,000,000	$	750,000,000

S.I-1

SCHEDULE II

Title of Designated Securities:

$1,600,000,000 0.700% Fixed Rate Notes due 2024 (the “2024 Notes”).

$1,250,000,000 1.200% Fixed Rate Notes due 2026 (the “2026 Notes”).

$1,250,000,000 1.750% Fixed Rate Notes due 2028 (the “2028 Notes”).

$750,000,000 2.250% Fixed Rate Notes due 2031 (the “2031 Notes”).

The 2024 Notes, the 2026 Notes, the 2028 Notes and the 2031 Notes are collectively referred to herein as the “Designated Securities” or “Notes”.

Issuer:

AstraZeneca Finance LLC

Guarantor:

AstraZeneca PLC

Aggregate Principal Amount:

$1,600,000,000 for the 2024 Notes.

$1,250,000,000 for the 2026 Notes.

$1,250,000,000 for the 2028 Notes.

$750,000,000 for the 2031 Notes.

Price to Public:

99.991% of the principal amount of the 2024 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2024 Notes).

99.874% of the principal amount of the 2026 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2026 Notes).

99.830% of the principal amount of the 2028 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2028 Notes).

99.875% of the principal amount of the 2031 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2031 Notes).

Purchase Price by Underwriters:

99.866% of the principal amount of the 2024 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2024 Notes).

99.649% of the principal amount of the 2026 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2026 Notes).

99.555% of the principal amount of the 2028 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2028 Notes).

99.550% of the principal amount of the 2031 Notes, plus accrued interest, if any, from May 28, 2021 (for the 2031 Notes).

S.II-1

Specified Funds for Payment of Purchase Price:

New York Clearing House funds.

Indenture:

Indenture to be dated as of May 28, 2021, among the Issuer, the Guarantor and The Bank of New York Mellon.

Maturity Dates:

The stated maturity of the principal of the 2024 Notes will be May 28, 2024.

The stated maturity of the principal of the 2026 Notes will be May 28, 2026.

The stated maturity of the principal of the 2028 Notes will be May 28, 2028.

The stated maturity of the principal of the 2031 Notes will be May 28, 2031.

Interest Rates:

The 2024 Notes will bear interest from May 28, 2021 at a fixed rate of 0.700% per annum, payable semi-annually.

The 2026 Notes will bear interest from May 28, 2021 at a fixed rate of 1.200% per annum, payable semi-annually.

The 2028 Notes will bear interest from May 28, 2021 at a fixed rate of 1.750% per annum, payable semi-annually.

The 2031 Notes will bear interest from May 28, 2021 at a fixed rate of 2.250% per annum, payable semi-annually.

S.II-2

Interest Payment Dates:

Interest on the 2024 Notes will be paid semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021.

Interest on the 2026 Notes will be paid semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021.

Interest on the 2028 Notes will be paid semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021.

Interest on the 2031 Notes will be paid semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021.

Redemption Provisions:

The 2026 Notes, the 2028 Notes and the 2031 Notes are subject to the Special Mandatory Redemption described below (the “Special Mandatory Redemption Notes”). The 2024 Notes are not subject to Special Mandatory Redemption. If (i) the consummation of the Alexion Acquisition does not occur on or before March 12, 2022 or (ii) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (i) and (ii), a “Special Mandatory Redemption Trigger”), the Issuer will be required to redeem the Special Mandatory Redemption Notes then outstanding at a redemption price equal to 101% of the principal amount of such Special Mandatory Redemption Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the supplement to the Prospectus relating to the Designated Securities dated May 24, 2021 (the “Prospectus Supplement”)). “Alexion Acquisition” means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among the Issuer and the other parties thereto, with respect to the acquisition by the Issuer of Alexion, as it may be amended from time to time prior to or subsequent to the date hereof.

The Issuer may redeem the Notes of each series, in whole or in part, from time to time as follows: (i) prior to the Par Call Date (as defined herein), at a redemption price equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed, and (B) as determined by the Quotation Agent (as defined in the Prospectus Supplement), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (assuming for this purpose that such series of Notes matured on the applicable Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as defined herein), and (ii) on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

S.II-3

Par Call Dates:

2024 Notes: May 28, 2022.

2026 Notes: April 28, 2026.

2028 Notes: March 28, 2028.

2031 Notes: February 28, 2031.

Make-Whole Spreads:

2024 Notes: 10 basis points.

2026 Notes: 10 basis points.

2028 Notes: 10 basis points.

2031 Notes: 12.5 basis points.

Sinking Fund Provisions:

No sinking fund provisions.

Defeasance Provisions:

The Designated Securities are entitled to full defeasance and discharge under certain conditions as set forth in the Indenture.

Time of Delivery of the Designated Securities:

May 28, 2021.

Closing Location for Delivery of the Designated Securities:

The offices of Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, New York.

Address of the Company For Notice Purposes:

AstraZeneca PLC
1 Francis Crick Avenue

Cambridge Biomedical Campus

Cambridge CB2 0AA
England, United Kingdom

Attention: Company Secretary

Names and Addresses of the Representatives For Notice Purposes:

Goldman Sachs & Co. LLC
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Registration Department

J.P. Morgan Securities LLC
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Investment Grade Syndicate Desk

Morgan Stanley & Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, NY 10036

Attention: Investment Banking Division

S.II-4

SCHEDULE III

Issuer Free Writing Prospectus:

(a)

Final Term Sheet dated May 25, 2021 containing the final terms of the Designated Securities as set forth in Schedule V hereto.

S.III-1

SCHEDULE IV

Pricing Disclosure Package:

Preliminary Prospectus dated and filed with the Commission on May 24, 2021, together with the Issuer Free Writing Prospectus listed on Schedule III hereto.

S.IV-1

SCHEDULE V

AstraZeneca Finance LLC

$1,600,000,000 0.700% Notes due 2024

$1,250,000,000 1.200% Notes due 2026

$1,250,000,000 1.750% Notes due 2028

$750,000,000 2.250% Notes due 2031

Final Term Sheets

Issuer:	AstraZeneca Finance LLC
Guarantor:	AstraZeneca PLC
Trade Date:	May 25, 2021
Settlement Date:	May 28, 2021 (T+3)
Expected Ratings:	Moody’s: A3 (negative); S&P: BBB+ (CreditWatch positive)

$1,600,000,000 0.700% Notes due 2024:

Security Type:	Senior Notes
Aggregate Principal Amount:	$1,600,000,000
Maturity Date:	May 28, 2024
Coupon:	0.700%
Benchmark Treasury:	0.250% due May 15, 2024
Benchmark Treasury Price and Yield:	99-27, 0.303%
Spread to Benchmark Treasury:	+40 basis points
Yield to Maturity:	0.703%
Price to Public:	99.991% of the Aggregate Principal Amount
Interest Payment Dates:	May 28 and November 28, commencing November 28, 2021
Gross Proceeds to Issuer:	$1,599,856,000
Underwriting Discount:	0.125% of the Aggregate Principal Amount
Net Proceeds to Issuer (before expenses):	$1,597,856,000
Redemption Provisions:
Optional Redemption:	At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to May 28, 2022, at the redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed and (B) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming for this purpose that such series of notes matured on May 28, 2022 and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 0.100% and (ii) on or after May 28, 2022, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

S.V-1

Optional Tax Redemption:	In the event of certain tax law changes and other limited circumstances that occur, in each case, after the date of the supplement to the Prospectus dated May 24, 2021 (the “Prospectus Supplement”)) and require the Issuer to pay additional amounts, in whole but not in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest thereon to but excluding the redemption date.
CUSIP:	04636NAC7
ISIN:	US04636NAC74

$1,250,000,000 1.200% Notes due 2026:

Security Type:	Senior Notes
Aggregate Principal Amount:	$1,250,000,000
Maturity Date:	May 28, 2026
Coupon:	1.200%
Benchmark Treasury:	0.750% due April 30, 2026
Benchmark Treasury Price and Yield:	99-28, 0.776%
Spread to Benchmark Treasury:	+45 basis points
Yield to Maturity:	1.226%
Price to Public:	99.874% of the Aggregate Principal Amount
Interest Payment Dates:	May 28 and November 28, commencing November 28, 2021
Gross Proceeds to Issuer:	$1,248,425,000
Underwriting Discount:	0.225% of the Aggregate Principal Amount
Net Proceeds to Issuer (before expenses):	$1,245,612,500
Redemption Provisions:
Special Mandatory Redemption	If (i) the consummation of the Alexion Acquisition (as defined in the Prospectus Supplement) does not occur on or before March 12, 2022 or (ii) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition, the Issuer will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of such notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Prospectus Supplement).

S.V-2

Optional Redemption:	At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to April 28, 2026, at the redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed and (B) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming for this purpose that such series of notes matured on April 28, 2026 and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 0.100% and (ii) on or after April 28, 2026, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.
Optional Tax Redemption:	In the event of certain tax law changes and other limited circumstances that occur, in each case, after the date of the Prospectus Supplement and require the Issuer to pay additional amounts, in whole but not in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest thereon to but excluding the redemption date.
CUSIP:	04636NAA1
ISIN:	US04636NAA19

$1,250,000,000 1.750% Notes due 2028:

Security Type:	Senior Notes
Aggregate Principal Amount:	$1,250,000,000
Maturity Date:	May 28, 2028
Coupon:	1.750%
Benchmark Treasury:	1.250% due April 30, 2028
Benchmark Treasury Price and Yield:	100-05, 1.226%
Spread to Benchmark Treasury:	+55 basis points
Yield to Maturity:	1.776%
Price to Public:	99.830% of the Aggregate Principal Amount
Interest Payment Dates:	May 28 and November 28, commencing November 28, 2021
Gross Proceeds to Issuer:	$1,247,875,000
Underwriting Discount:	0.275% of the Aggregate Principal Amount
Net Proceeds to Issuer (before expenses):	$1,244,437,500
Redemption Provisions:
Special Mandatory Redemption	If (i) the consummation of the Alexion Acquisition (as defined in the Prospectus Supplement) does not occur on or before March 12, 2022 or (ii) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition, the Issuer will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of such notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Prospectus Supplement).

S.V-3

Optional Redemption:	At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to March 28, 2028, at the redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed and (B) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming for this purpose that such series of notes matured on March 28, 2028 and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 0.100% and (ii) on or after March 28, 2028, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.
Optional Tax Redemption:	In the event of certain tax law changes and other limited circumstances that occur, in each case, after the date of the Prospectus Supplement and require the Issuer to pay additional amounts, in whole but not in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest thereon to but excluding the redemption date.
CUSIP:	04636NAE3
ISIN:	US04636NAE31

$750,000,000 2.250% Notes due 2031:

Security Type:	Senior Notes
Aggregate Principal Amount:	$750,000,000
Maturity Date:	May 28, 2031
Coupon:	2.250%
Benchmark Treasury:	1.625% due May 15, 2031
Benchmark Treasury Price and Yield:	100-18, 1.564%
Spread to Benchmark Treasury:	+70 basis points
Yield to Maturity:	2.264%
Price to Public:	99.875% of the Aggregate Principal Amount
Interest Payment Dates:	May 28 and November 28, commencing November 28, 2021
Gross Proceeds to Issuer:	$749,062,500
Underwriting Discount:	0.325% of the Aggregate Principal Amount
Net Proceeds to Issuer (before expenses):	$746,625,000
Redemption Provisions:
Special Mandatory Redemption	If (i) the consummation of the Alexion Acquisition (as defined in the Prospectus Supplement) does not occur on or before March 12, 2022 or (ii) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition, the Issuer will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of such notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the Prospectus Supplement).

S.V-4

Optional Redemption:	At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to February 28, 2031, at the redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed and (B) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming for this purpose that such series of notes matured on February 28, 2031 and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 0.125% and (ii) on or after February 28, 2031, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.
Optional Tax Redemption:	In the event of certain tax law changes and other limited circumstances that occur, in each case, after the date of the Prospectus Supplement and require the Issuer to pay additional amounts, in whole but not in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest thereon to but excluding the redemption date.
CUSIP:	04636NAB9
ISIN:	US04636NAB91

Joint Book-Running Managers:

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BNP Paribas

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

HSBC Securities (USA) Inc.

Mizuho Securities USA LLC

Santander Investment Securities Inc.

Skandinaviska Enskilda Banken AB (publ)

Société Générale

*****

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

S.V-5

The

issuer has filed a registration statement (including a prospectus supplement and accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents incorporated by reference therein that the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by telephone at +1 (866) 471-2526 or by emailing Prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling +1 (866) 803-9204; or Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attention: Prospectus Department, by telephone at +1 (866) 718-1649, or by email at prospectus@morganstanley.com.

S.V-6

Exhibit 4.1

AstraZeneca PLC, as Issuer

and

The Bank of New York Mellon, as Trustee

Indenture

Dated as of May 28, 2021

ASTRAZENECA PLC

Reconciliation and tie between Trust Indenture Act of 1939, as amended including by the Trust Indenture Reform Act of 1990, and Indenture, dated as of May 28, 2021.

Trust Indenture Act Section	Securities Indenture Section
ss.310(a)(1)	5.08
(a)(2)	5.08
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	5.09
(c)	Not Applicable
ss.311(a)	5.05
(b)	5.05
(c)	Not Applicable
ss.312(a)	3.07
(b)	3.08
(c)	3.08
ss.313(a)	3.12
(b)	3.12
(c)	3.12
(d)	3.12
ss.314(a)	3.11
(b)	Not Applicable
(c)(1)	3.06/10.05
(c)(2)	3.06/10.05
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	3.06/10.05
(f)	Not Applicable
ss.315(a)	5.01
(b)	4.11
(c)	5.01
(d)	5.01
(d)(1)	5.01
(d)(2)	5.01
(d)(3)	5.01
(e)	4.11
ss.316(a)(1)(A)	4.09
(a)(l)(B)	4.10
(a)(2)	Not Applicable
(b)	4.07
(c)	6.02
ss.317(a) (1)	4.02
(a)(2)	4.02
(b)	3.05
ss.318(a)	10.07

ii-

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

iii-

CONTENTS

CLAUSE

PAGE

Article 1 DEFINITIONS
Section 1.01	Certain Terms Defined	1
Article 2 SECURITIES
Section 2.01	Forms Generally	6
Section 2.02	Form of Global Security	7
Section 2.03	Form of Registered Security	15
Section 2.04	Form of Bearer Security	24
Section 2.05	Form of Coupon	34
Section 2.06	Form of Legend for Global Registered Securities	35
Section 2.07	Form of Trustee’s Certificate of Authentication	35
Section 2.08	Amount Unlimited; Issuable in Series	36
Section 2.09	Authentication and Delivery of Securities	38
Section 2.10	Execution of Securities	39
Section 2.11	Certificate of Authentication	39
Section 2.12	Denomination and Date of Securities; Payments of Interest	39
Section 2.13	Registration, Transfer and Exchange	40
Section 2.14	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	43
Section 2.15	Cancellation of Securities; Destruction Thereof	44
Section 2.16	Temporary Securities	44
Section 2.17	CUSIP Numbers	45
Article 3 COVENANTS OF THE ISSUER AND THE TRUSTEE
Section 3.01	Payment of Principal and Interest	45
Section 3.02	Additional Amounts	46
Section 3.03	Offices for Payments, etc.	47
Section 3.04	Appointment to Fill a Vacancy in Office of Trustee	47
Section 3.05	Payment Agents	47
Section 3.06	Compliance Certificates from the Issuer	48

Section 3.07	Securityholders Lists	48
Section 3.08	Preservation of Information; Communication to Holders	49
Section 3.09	Limitation on Liens	49
Section 3.10	Limitation on Sale and Lease-Back	51
Section 3.11	Reports by the Issuer	52
Section 3.12	Reports by the Trustee	52
Article 4 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
Section 4.01	Event of Default Defined; Acceleration of Maturity; Waiver of Default	53
Section 4.02	Collection of Indebtedness by Trustee; Trustee May Prove Debt	55
Section 4.03	Application of Proceeds	57
Section 4.04	Suits for Enforcement	58
Section 4.05	Restoration of Rights on Abandonment of Proceedings	58
Section 4.06	Limitations on Suits by Securityholders	58
Section 4.07	Unconditional Right of Securityholders to Institute Certain Suits	59
Section 4.08	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	59
Section 4.09	Control by Securityholders	59
Section 4.10	Waiver of Past Defaults	60
Section 4.11	Trustee to Give Notice of Default, but May Withhold in Certain Circumstances	60
Section 4.12	Right of Court to Require Filing of Undertaking to Pay Costs	60
Article 5 CONCERNING THE TRUSTEE
Section 5.01	Duties and Responsibilities of the Trustee; During Default; Prior to Default	61
Section 5.02	Certain Rights of the Trustee	62
Section 5.03	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	64
Section 5.04	Trustee and Agents May Hold Securities; Collections, Etc.	64
Section 5.05	Moneys Held by Trustee	64
Section 5.06	Compensation and Indemnification of Trustee and its Prior Claim	65
Section 5.07	Right of Trustee to Rely on Officers’ Certificate, etc.	66

ii-

Section 5.08	Persons Eligible for Appointment as Trustee	66
Section 5.09	Resignation and Removal; Appointment of Successor Trustee	66
Section 5.10	Acceptance of Appointment by Successor Trustee	68
Section 5.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	69
Section 5.12	FATCA	69
Article 6 CONCERNING THE SECURITYHOLDERS
Section 6.01	Evidence of Action Taken by Securityholders	69
Section 6.02	Proof of Execution of Instruments and of Holding of Securities; Record Date	70
Section 6.03	Holders to Be Treated as Owners	70
Section 6.04	Securities Owned by Issuer Deemed Not Outstanding	70
Section 6.05	Right of Revocation of Action Taken	71
Article 7 SUPPLEMENTAL INDENTURES
Section 7.01	Supplemental Indentures Without Consent of Securityholders	71
Section 7.02	Supplemental Indentures with Consent of Securityholders	73
Section 7.03	Effect of Supplemental Indenture	74
Section 7.04	Documents to be Given to Trustee	74
Section 7.05	Notation on Securities in Respect of Supplemental Indentures	74
Section 7.06	Conformity with Trust Indenture Act of 1939	74
Article 8 CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Section 8.01	Issuer May Consolidate, etc., on Certain Terms	75
Section 8.02	Securities to be Secured in Certain Events	76
Section 8.03	Successor Person to be Substituted for Issuer	76
Section 8.04	Opinion of Counsel to Trustee	76
Article 9 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
Section 9.01	Satisfaction and Discharge of Indenture	77
Section 9.02	Application by Trustee of Funds Deposited for Payment of Securities	77
Section 9.03	Defeasance upon Deposit of Moneys or Government Obligations	77
Section 9.04	Repayment of Moneys Held by Paying Agent	79

iii-

Section 9.05	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	79
Section 9.06	Reinstatement	79
Article 10 MISCELLANEOUS PROVISIONS
Section 10.01	Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability	79
Section 10.02	Provisions of Indenture for the Sole Benefit of Parties and Securityholders	80
Section 10.03	Successors and Assigns of Issuer Bound by Indenture	80
Section 10.04	Notices and Demands on Issuer, Trustee and Securityholders	80
Section 10.05	Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein	80
Section 10.06	Payments Due on Saturdays, Sundays and Holidays	81
Section 10.07	Conflict of any Provision of Indenture with Trust Indenture Act of 1939	81
Section 10.08	New York Law to Govern; Waiver of Jury Trial	82
Section 10.09	Counterparts	82
Section 10.10	Effect of Headings	83
Section 10.11	Submission to Jurisdiction	83
Section 10.12	Electronic Means	83
Section 10.13	Force Majeure	84
Section 10.14	Consequential Damages	84
Article 11 REDEMPTION OF SECURITIES AND SINKING FUNDS
Section 11.01	Applicability of Article	84
Section 11.02	Notice of Redemption; Partial Redemptions	85
Section 11.03	Payment of Securities Called for Redemption	86
Section 11.04	Exclusion of Certain Securities from Eligibility for Selection for Redemption	86
Section 11.05	Mandatory and Optional Sinking Funds	87
Section 11.06	Optional Redemption Due to Changes in Tax Treatment	89

iv-

THIS INDENTURE, dated as of May 28, 2021, between AstraZeneca PLC, an English public limited company, as issuer (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),

W I T N E S S E T H:

WHEREAS, the Issuer may issue from time to time in one or more series its unsecured debentures, notes or other evidences of indebtedness (the “Securities”) represented by one or more Global Securities or by definitive Securities in registered form without coupons for payments, up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the Holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:

Article 1
DEFINITIONS

Section 1.01 Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933, as amended, are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” means such accounting principles as are applicable to the Person in question and generally accepted at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

“Agent Member” means a member of, or participant in, a Depositary.

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as of any particular time, the present value (discounted at a rate equal to the weighted average of the rate of interest of the Securities Outstanding hereunder, which in the case of Original Issue Discount Securities shall be the Yield to Maturity of such Securities (such average being weighted by the principal amount of the Securities of each series Outstanding or, in the case of Original Issue Discount Securities, such amount to be determined as provided in the definition of “Outstanding”) compounded semi-annually) of the obligation of the Issuer or a Restricted Subsidiary for rental payments during the remaining term of any lease in respect of a Sale and Lease-Back Transaction, including in each case any period for which any such lease has been extended. Such rental payments shall not include amounts payable by or on behalf of the lessee for maintenance and repairs, insurance, taxes, assessments, water rates and similar charges.

“Authorized Officer” has the meaning specified in Section 10.12.

“Board of Directors” means either the Board of Directors or any committee or member of such Board duly authorized to act hereunder of the Issuer.

“Board Resolution” means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Issuer, to have been duly adopted by the Board of Directors of the Issuer and to be in full force and effect, and delivered to the Trustee.

“Business Day” means, with respect to any Security, a day other than a Saturday or Sunday that (a) in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, is not a day on which banking institutions are authorized by law, regulation or executive order to close and (b) if the Security is denominated in a currency other than United States dollars (i) is not a day on which banking institutions are required by law or regulation to close in the financial center or centers (where applicable) of the country issuing the currency and (ii) is a day on which banking institutions in such financial center or centers (where applicable) are carrying out transactions in such currency.

“Code” has the meaning specified in Section 3.02.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, then the body performing such duties on such date.

“Company Order” means a written statement, request or order signed in the name of the Issuer by any director or any other Person duly authorized thereto by Board Resolution or any other Authorized Officer.

“Consolidated Net Tangible Assets” means the aggregate amount of consolidated total assets of the Issuer, after deducting therefrom (a) all liabilities due within one year (other than (x) short-term borrowings and (y) long-term debt due within one year) and (b) all goodwill, trade names, trademarks, patents and other like intangibles, as shown on the audited consolidated balance sheet of the Issuer contained in the latest annual report to shareholders of the Issuer.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this Indenture is located at 240 Greenwich Street, Floor 7 East, New York, New York 10286, Attention: Corporate Trust Division - Corporate Finance Unit, or such other address as the Trustee may designate from time to time by notice to the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Issuer).

“Debt” has the meaning specified in Section 3.09.

“Depositary” means, with respect to Securities issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.08 which must be a clearing agency registered under the Securities Exchange Act of 1934, as amended (or a successor Depositary), and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities shall mean the respective Depositary with respect to particular Securities.

“Event of Default” means any event or condition specified as such in Section 4.01.

“FATCA” has the meaning specified in Section 3.02.

“Global Security” means a global certificate evidencing all or part of a series of Securities, authenticated and delivered to the Depositary and registered in the name of the Depositary or its nominee.

“Government Obligations” means securities that are (i) direct obligations of the United States of America or any foreign government of a sovereign state for the payment of which its full faith and credit is pledged or (ii) obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the United States of America or such foreign government the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such foreign government, as the case may be, which, in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such government obligation or specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depositary receipt.

“Holder”, “Holder of Securities”, “Securityholder” or other similar terms mean the registered holder of any Security.

“Indenture” means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, including, for all purposes of this instrument, any supplemental or amended indenture, the provisions of the Trust Indenture Act of 1939 that are deemed to be a part of, and govern this instrument, and any supplemental or amended indenture. The term “Indenture” shall also include the forms and terms of particular series of Securities established as contemplated hereunder.

“Interest” means, when used with respect to non-interest bearing Securities, interest payable after maturity.

“Issuer” means AstraZeneca PLC, an English public limited company, and, subject to Article 8, its successors and assigns.

“Officers’ Certificate” means a certificate delivered by the Issuer to the Trustee and signed by any director or the treasurer or any deputy treasurer or any assistant treasurer and the secretary or any assistant secretary of the Issuer. Each such certificate shall comply with section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.05, if and to the extent required thereby.

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Issuer, and who shall be acceptable to the Trustee. Each such opinion shall comply with section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.05, if and to the extent required thereby.

“Original issue date” of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 4.01.

“Outstanding”, when used with reference to Securities, shall, subject to the provisions of Section 6.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer shall act as its own paying agent); provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Securities in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer).

In determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 4.01 and (ii) the principal amount of a security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent determined in the manner provided or contemplated by Article 1 on the date of original issuance of such Security of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Security” means, with respect to any Security, every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 2.14 in lieu of a destroyed, lost or stolen Security shall be deemed to evidence the same debt as the destroyed, lost or stolen Security.

“principal” whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any.”

“Principal Property” means any manufacturing plant or facility or any research facility owned by the Issuer or any Restricted Subsidiary which is located within the United Kingdom or the United States of America the gross book value (without deduction of any depreciation reserve) of which on the date as of which the determination is being made exceeds 2% of Consolidated Net Tangible Assets, except (i) any such plant or facility or research facility which, in the opinion of the Board of Directors of the Issuer, is not of material importance to the total business conducted by the Issuer and its Subsidiaries considered as a whole or (ii) any portion of any such property which, in the opinion of the Board of Directors of the Issuer, is not of material importance to the use or operation of such property.

“Relevant Taxing Jurisdiction” means the jurisdiction in which the Issuer is resident for tax purposes (presently the United Kingdom).

“Responsible Officer” means, with respect to the Trustee, any officer assigned to the Corporate Trust Division – Global Unit (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee who shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 5.01(c)(ii) shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means any Wholly Owned Subsidiary of the Issuer (i) substantially all the property of which is located within the United Kingdom or the United States of America and (ii) which owns a Principal Property; provided, however, that the term “Restricted Subsidiary” shall not include any Wholly Owned Subsidiary which is principally engaged in leasing or in financing installment receivables or which is principally engaged in financing the operations of the Issuer and its consolidated Subsidiaries.

“Sale and Lease-Back Transaction” has the meaning specified in Section 3.10.

“Security” or “Securities” has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture.

“Subsidiary” means, with respect to any Person, any Person at least a majority of the outstanding stock of which having by the terms thereof ordinary voting power (not dependent upon the happening of a contingency) to elect a majority of the board of directors of such Person is at the time owned or controlled directly or indirectly by such Person.

“Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 5, shall also include any successor trustee.

“Trust Indenture Act of 1939” (except as otherwise provided in Sections 7.01 and 7.02) means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was originally executed; provided, however, that if the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act of 1939” means, to the extent required by any such amendment, the Trust Indenture Act of 1939, as so amended.

“Wholly Owned Subsidiary” means any Person of which all of the outstanding stock (other than directors’ qualifying shares, if any) having by the terms thereof ordinary voting power (not dependent upon the happening of a contingency) to elect the board of directors of such Person is at the time owned or controlled directly or indirectly by the Issuer, or by one or more Wholly Owned Subsidiaries or by the Issuer and one or more Wholly Owned Subsidiaries.

“Yield to Maturity” means the yield to maturity on any series of Original Issue Discount Securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with either the constant interest method or such other accepted financial practice as is specified in the terms of such series established pursuant to Section 2.08.

Article 2
SECURITIES

Section 2.01 Forms Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a resolution of the Board of Directors of the Issuer (and set forth in a Board Resolution and, to the extent established pursuant to (rather than in) such resolutions, in an Officers’ Certificate detailing such establishment), or in one or more indentures supplemental hereto, in each case with such insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities, as evidenced by their execution of the Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Section 2.02 Form of Global Security.

[Form of Face of Global Security]

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA PLC
[Title of Security]

No.

CUSIP NO.

[The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the bearer hereof as the owner of this Security for all purposes, whether or not this Security shall be overdue, and none of the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.]

[Title to this Security shall pass by delivery.]

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.]

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or pdf or other electronic image scan signature of the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile or by electronic image scan signature.


Dated:

	AstraZeneca PLC

	By:

		Name:

		Title:

[Form of Reverse of Global Security]

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice as provided in the Indenture [if applicable, insert - (1) on ____________________ in any year commencing with the year ______ and ending with the year ______ through operation of the sinking fund for this series at a Redemption Price equal to [insert formula for determining amount] (with the amount in excess of 100% of the principal amount being additional interest), and (2)] at any time [if applicable, insert - on or after _________, 20 __], as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert - on or before _________, __%, and if redeemed] during the 12-month period beginning _________ of the years indicated,

Year

Redemption Price

Year

Redemption Price

and thereafter at a Redemption Price equal to ____% of the principal amount, together in the case of any such redemption [if applicable, insert - (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable only upon presentation and surrender of this Security as provided in this Indenture.]

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice as provided in the Indenture (1) on ____________________ in any year commencing with the year ____ and ending with the year ______, through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert - on or after _________, 20__], as a whole or in part, at the election of the Issuer, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount, with the amount in excess of 100% of the principal amount being interest) set forth in the table below: If redeemed during the 12-month period beginning ____________________ of the years indicated,

Year

Redemption Price For
Redemption Through
Operation of the
Sinking Fund

Redemption Price For
Redemption Otherwise
Than Through Operation of
the Sinking Fund

and thereafter at a Redemption Price equal to _______% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert - Notwithstanding the foregoing, the Issuer may not, prior to ____________________, redeem any Securities of this series as contemplated by [If applicable, insert - Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Issuer (calculated in accordance with generally accepted financial practice) of less than ______% per annum.]

[If applicable, insert - The sinking fund for this series provides for the redemption on ____________________ in each year beginning with the year ______and ending with the year ______ of [if applicable, insert - not less than U.S.$ (“mandatory sinking fund”) and not more than U.S.$_________] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Issuer otherwise than through [if applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert - in the inverse order in which they become due].]

[If applicable, insert - The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon not less than 10 nor more than 60 days’ notice given as provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if:

(a) as a result of a change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or of any political subdivision or taxing authority thereof or therein (or in the case of a successor Person to the Issuer or any Subsidiary, of the jurisdiction in which such successor Person or Subsidiary is resident for tax purposes (and, if such successor Person or Subsidiary is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes) or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction described above or any political subdivision thereof (or such other jurisdiction or any political subdivision thereof) is a party, which change, amendment, application, interpretation or execution becomes effective on or after ____________________ (or, in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(b) as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, such jurisdiction described above or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer), on or after ____________________ (or, in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(c) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities),

(i) the Issuer (or such successor Person) is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date as set forth below; or

(ii) any Subsidiary of the Issuer is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal or interest in respect of the Securities and, in each case, the payment of such additional amounts in the case of (i) above or such deduction or withholding in the case of (ii) above cannot be avoided by the use of any reasonable measures available to the Issuer or the Subsidiary.]

[If applicable, insert - The Securities may also be redeemed in whole but not in part upon not less than 10 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation of the Issuer or into which the Issuer is merged or to which the Issuer conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease.]

[If applicable, insert - the Redemption Price of the Securities shall be equal to the applicable percentage of the principal amount at Stated Maturity set forth below:

If Redemption During the
12-Month Period Commencing

Redemption
Price

together with, in each case (except if the Redemption Date shall be a ________), an amount equal to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of days from but not including the preceding ____________________ to and including the Redemption Date multiplied by the difference between the Redemption Price applicable during the 12 months beginning on the ____________________ following the Redemption Date (or, in the case of a Redemption Date after _________, 100%) and the Redemption Price applicable on the Redemption Date and the denominator of which is the total number of days from but not including the _________ preceding the Redemption Date to and including the next succeeding _________. The Issuer will also pay to each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest (as set forth on the face hereof) resulting from the payment of such Redemption Price.]

[If applicable, insert - The Redemption Price of the Securities either in the event of certain changes in the tax treatment or in an event of default would include, in addition to the face amount of the Security, an amount equal to the Original Issue Discount accrued since the issue date. Original Issue Discount (the difference between the Issue Price and the Principal Amount at Maturity of the Security), in the period during which a Security remains outstanding, shall accrue at _______% per annum, on a semi-annual bond equivalent basis using a 360-day year composed of twelve 30-day months, commencing on the Issue Date of this Security.]

[If applicable, insert - Notice of redemption will be given to Holders of Securities, not less than 10 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture.]

[If applicable, if the Security is subject to redemption of any kind, insert - In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert - The Indenture contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth thereon, which provisions apply to this Security.]

[If applicable, insert - Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled at his option, at any time after ____________________, to convert this Security into [Describe Securities and conversion mechanics].]

[If applicable, insert - In the event of conversion of this Security in part only, a new Security or Securities of this series and of like tenor for the unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If the Security is not an Original Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to - insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Issuer’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]

[If not applicable, delete - If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer under the Securities, the Issuer will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or withholding, shall be not less than the amounts specified in the Securities to which such Holders are entitled had no such withholding or deduction been required; provided, however, that the Issuer shall not be required to make any payment of additional amounts for or on account of:

(1) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if any, on, or the enforcement of, the Security;

(2) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later;

(3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(4) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security;

(5) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(6) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;

(7) any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;

(8) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or

(9) any combination of items (1) through (8) above, 

nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, levies, imposts or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is resident for tax purposes (and, if such successor Person is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes), or any political subdivision or taxing authority thereof or therein.]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal [(and premium, if any)] or [any] interest on this Security on or after the respective due dates expressed herein [If applicable, insert - or to a suit instituted by the Holder hereof for the enforcement of the right to convert this Security in accordance with the Indenture].

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.

[No service charge shall be made for any such registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.]

The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be $ .

The following decreases/increases in the principal amount of this Security have been made:

Date of Decrease/Increase	Decrease in Principal Amount	Increase in Principal Amount	Total Principal Amount Following such Decrease/Increase	Notation Made by on Behalf of Trustee

Section 2.03 Form of Registered Security.

[Form of Face of Registered Security]

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA PLC
[Title of Security]

No.

CUSIP NO.

[If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity, and in such case the overdue principal and any overdue premium shall bear interest at the rate of _________% per annum (to the extent that the payment of such interest shall be legally enforceable), from the date such amounts are due until they are paid or made available for payment. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal or premium which is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on overdue interest shall be payable on demand.]

Payment of the principal of [(and premium, if any)] and [if applicable, insert - any such] interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in ________, in [such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [If Security is denominated and payable in United States dollars insert currency and method of payment] [if applicable, insert - ; provided, however, that a the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register].

[All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.]

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, by manual or pdf or other electronic image scan signature of the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile or by electronic image scan signature.

Dated:

	AstraZeneca PLC

	By:

		Name:
		Title:

[Form of Reverse of Registered Security]

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice as provided in the Indenture, [if applicable, insert – (1) on ____________________ in any year commencing with the year _______ and ending with the year _________ through operation of the sinking fund for this series at a Redemption Price equal to [insert formula for determining amount] (with the amount in excess of 100% of the principal amount being additional interest), and (2)] at any time [if applicable, insert - on or after _________, 20______], as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert - on or before ____________________, _______%, and if redeemed] during the 12-month period beginning ____________________of the years indicated,

Year	Redemption Price	Year	Redemption Price

and thereafter at a Redemption Price equal to ________% of the principal amount, together in the case of any such redemption [if applicable, insert - (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice as provided in the Indenture, (1) on ____________________in any year commencing with the year _____ and ending with the year _____, through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert - on or after _________, 20 _____], as a whole or in part, at the election of the Issuer, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount, with the amount in excess of 100% of the principal amount being additional interest) set forth in the table below: If redeemed during the 12-month period beginning ____________________of the years indicated,

Year

Redemption Price For Redemption Through Operation of the
Sinking Fund

Redemption Price For Redemption Otherwise Than Through Operation
of the Sinking Fund

[If applicable, insert - Notwithstanding the foregoing, the Issuer may not, prior to ____________________, redeem any Securities of this series as contemplated by [If applicable, insert - Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Issuer (calculated in accordance with generally accepted financial practice) of less than _______% per annum.]

[If applicable, insert - The sinking fund for this series provides for the redemption on ____________________in each year beginning with the year _________and ending with the year _________ of [if applicable, insert - not less than U.S.$ _________(“mandatory sinking fund”) and not more than U.S.$ _________] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Issuer otherwise than through [if applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert - in the inverse order in which they become due].]

(a) as a result of a change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or of any political subdivision or taxing authority thereof or therein (or in the case of a successor Person to the Issuer or any Subsidiary, of the jurisdiction in which such successor Person or Subsidiary is resident for tax purposes (and, if such successor Person or Subsidiary is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes) or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction described above or any political subdivision thereof or therein (or such other jurisdiction or political subdivision thereof) is a party, which change, amendment, application, interpretation or execution becomes effective on or after ____________________ (or, in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(b) as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, such jurisdiction or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer), on or after ____________________ (or, in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(c) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities),

(i) the Issuer (or such successor Person) is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date as set forth below; or

and, in each case, the payment of such additional amounts in the case of (i) above or such deduction or withholding in the case of (ii) above cannot be avoided by the use of any reasonable measures available to the Issuer or the Subsidiary.]

[If applicable, insert - The Securities may also be redeemed in whole but not in part upon not less than 10 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation of the Issuer or into which the Issuer is merged or to which the Issuer conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease.]

[If applicable, insert - the Redemption Price of the Securities shall be equal to the applicable percentage of the principal amount at Stated Maturity set forth below:

If Redemption During the
12-Month Period Commencing

Redemption Price

together with, in each case (except if the Redemption Date shall be a _________), an amount equal to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of days from but not including the preceding ____________________ to and including the Redemption Date multiplied by the difference between the Redemption Price applicable during the 12 months beginning on the ____________________ following the Redemption Date (or, in the case of a Redemption Date after ____________________, 100%) and the Redemption Price applicable on the Redemption Date and the denominator of which is the total number of days from but not including the ____________________ preceding the Redemption Date to and including the next succeeding ____________________. The Issuer will also pay to each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest (as set forth on the face hereof) resulting from the payment of such Redemption Price.]

[If applicable, insert - The Redemption Price of the Securities either in the event of certain changes in the tax treatment or in an event of default would include, in addition to the face amount of the Security, an amount equal to the Original Issue Discount accrued since the issue date. Original Issue Discount (the difference between the Issue Price and the Principal Amount at Maturity of the Security), in the period during which a Security remains outstanding, shall accrue at _______% per annum, on a semi-annual bond equivalent basis using a 360-day year composed of twelve 30-day months, commencing on the Issue Date of this Security.]

[If applicable, insert - Notice of redemption will be given to Holders of Securities, not less than 10 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture.]

[If applicable, if the Security is subject to redemption of any kind, insert - In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert - The Indenture contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth thereon, which provisions apply to this Security.]

[If applicable, insert - Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled at his option, at any time after ____________________, to convert this Security into [Describe Securities and conversion mechanics].]

[If applicable, insert - In the event of conversion of this Security in part only, a new Security or Securities of this series and of like tenor for the unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If the Security is an Original Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to - insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Issuer’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]

[If not applicable, delete - If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer under the Securities, the Issuer will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or withholding, shall be not less than the amounts specified in the Securities to which such Holders are entitled had no such withholding or deduction been required; provided, however, that the Issuer shall not be required to make any payment of additional amounts for or on account of:

(2) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later;

(3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(4) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security;

(5) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein , if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(9) any combination of items (1) through (8) above, nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, levies, imposts or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is resident for tax purposes (and, if such successor Person is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes), or any political subdivision or taxing authority thereof or therein.]

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal [(and premium, if any)] or [any] interest on this Security on or after the respective due dates expressed herein [If applicable, insert - or to a suit instituted by the Holder hereof for the enforcement of the right to convert this Security in accordance with the Indenture].

[Insert if only Registered Securities may be issued - The Securities of this series are issuable only in registered form without coupons in denominations of and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]

[Insert if Securities of the series may be in registered or bearer form - Title to Bearer Securities and coupons shall pass by delivery. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Registered Securities is registrable in the Security Register, upon surrender of a Registered Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on a Registered Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Registered Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]

Prior to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Section 2.04 Form of Bearer Security.

[Form of Face of Bearer Security]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

[Insert any other legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA PLC
[Title of Security]

No.    

CUSIP NO.

AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to bearer upon presentation and surrender of this Security the principal sum of ____________________ on ____________________[if the Security is to bear interest prior to Maturity, insert -, and to pay interest thereon from ____________________, 20__ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on ____________________ and ____________________ in each year] [annually in arrears on ____________________ in each year], commencing ____________________, 20__, at the rate of ____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert -; provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. [If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity, and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the date such amounts are due until they are paid or made available for payment. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal or premium which is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on overdue interest shall be payable on demand.] Such payments [(including premium, if any)] shall be made, subject to any laws or regulations applicable thereto and to the right of the Issuer (limited as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ____________________, in ____________________, in ____________________in ____________________, in ____________________ and ____________________in ____________________, or at such other offices or agencies outside the United States (as defined below) as the Issuer may designate, at the option of the Holder, by United States dollar check drawn on a bank in The City of New York or by transfer of United States dollars to an account maintained by the payee with a bank located outside the United States] [If Security is denominated and payable other than in United States dollars insert currency and method of payment]. [If Security is to bear interest prior to maturity - Interest in this Security due on or before Maturity shall be payable only upon presentation and surrender at such an office or agency of the interest coupons hereto attached as they severally mature.] No payment of principal of [, premium, if any] or interest on, this Security shall be made at any office or agency of the Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States [If Security is denominated and payable in United States dollars, insert -; provided, however, that payment of principal of [(and premium, if any)] and [if applicable, insert - any such] interest on this Security shall be made at the office of the Issuer’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in United States dollars of the full amount of such principal, [premium, if any,] or interest as the case may be, at all offices or agencies outside the United States maintained for the purpose by the Issuer in accordance with the Indenture is illegal or effectively precluded by exchange controls or other similar restrictions on the full repayment or receipt of such amounts in United States dollars, as determined by the Issuer.]

[All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.]

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile or by electronic image scan signature.

Dated:

	AstraZeneca PLC

	By:
		Name:
		Title:

[Form of Reverse of Bearer Security]

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have the meaning assigned to it in such instrument), between the Issuer and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any other successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [,limited in aggregate principal amount to U.S.$ _________] . The Securities of this series are issuable as Bearer Securities, with interest coupons attached, in the denomination of U.S.$ _________ [, and as Registered Securities, without coupons, in denominations of U.S.$ _________ and any integral multiple thereof]. [As provided in the Indenture and subject to certain limitations therein set forth, Bearer Securities and Registered Securities of this series are exchangeable for a like aggregate principal amount of Registered Securities of this series and of like tenor of any authorized denominations, as requested by the Holder surrendering the same, upon surrender of the Security or Securities to be exchanged, with all unmatured coupons and all matured coupons in default thereto appertaining, at any office or agency described below where Registered Securities of this series may be presented for registration of transfer; provided, however, that Bearer Securities surrendered in exchange for Registered Securities between a Record Date and the relevant Interest Payment Date shall be surrendered without the coupon relating to such Interest Payment Date. Bearer Securities may not be issued in exchange for Registered Securities.]

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice as provided in the Indenture [if applicable, insert - (1) on _________ in any year commencing with the year ______ and ending with the year _________ through operation of the sinking fund for this series at a Redemption Price equal to [insert formula for determining amount] (with the amount in excess of 100% of the principal amount being additional interest), and (2)] at any time [if applicable, insert - on or after ____________________, 20 __], as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert - on or before _________, __%, and if redeemed] during the 12-month period beginning ____________________ of the years indicated,

Year

Redemption Price

Year

Redemption Price

and thereafter at a Redemption Price equal to ____% of the principal amount, together in the case of any such redemption [if applicable, insert - (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States, except as herein provided otherwise).]

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice as provided in the Indenture (1) on ____________________ in any year commencing with the year ____ and ending with the year ____, through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert - on or after ______20__], as a whole or in part, at the election of the Issuer, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount, with the amount in excess of 100% of the principal amount being interest) set forth in the table below: If redeemed during the 12-month period beginning ____________________ of the years indicated,

Year

Redemption Price For
Redemption Through
Operation of the
Sinking Fund

Redemption Price For
Redemption Otherwise
Than Through Operation
of the Sinking Fund

and thereafter at a Redemption Price equal to _______% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States, except as herein provided otherwise).]

[If applicable, insert - The sinking fund for this series provides for the redemption on ____________________ in each year beginning with the year ________ and ending with the year ________ of [if applicable, insert - not less than U.S.$ ________ (“mandatory sinking fund”) and not more than U.S.$ ________] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Issuer otherwise than through [if applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert - in the inverse order in which they become due].]

(a) as a result of a change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or of any political subdivision or taxing authority thereof or therein (or in the case of a successor Person to the Issuer or any Subsidiary, of the jurisdiction in which such successor Person or Subsidiary is resident for tax purposes (and, if such successor Person or Subsidiary is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes) or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction described above or any political subdivision thereof (or such other jurisdiction or political subdivision thereof) is a party, which change, amendment, application, interpretation or execution becomes effective on or after ____________________ (or, in the case of a successor Person to the Issuer, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(c) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities),

(i) the Issuer (or such successor Person) is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date as set forth below; or

[If applicable, insert - The Securities may also be redeemed in whole but not in part upon not less than 10 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation of the Issuer, or into which the Issuer is merged or to which the Issuer conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease.]

[If applicable, insert - the Redemption Price of the Securities shall be equal to the applicable percentage of the principal amount at Stated Maturity set forth below:

If Redemption During the
12-Month Period Commencing

Redemption Price

together with, in each case (except if the Redemption Date shall be a _________), an amount equal to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of days from but not including the preceding ____________________ to and including the Redemption Date multiplied by the difference between the Redemption Price applicable during the 12 months beginning on the ____________________ following the Redemption Date (or, in the case of a Redemption Date after _________, 100%) and the Redemption Price applicable on the Redemption Date and the denominator of which is the total number of days from but not including the ____________________ preceding the Redemption Date to and including the next succeeding ____________________. The Issuer will also pay to each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest (as set forth on the face hereof) resulting from the payment of such Redemption Price.]

[If applicable, insert - Notice of redemption will be given by publication in an Authorized Newspaper in London and, if the Securities of this series are then listed on [The International Stock Exchange of the United Kingdom and the Republic of Ireland] [the Luxembourg Stock Exchange] [or] any [other] stock exchange located outside the United States and such stock exchange shall so require, in [London] [Luxembourg] [or] in any [other] required city outside the United States or, if not practicable, elsewhere in Europe, [and by mail to Holders of Registered Securities,] not less than 10 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture.]

[If applicable, if the Security is subject to redemption of any kind, insert - In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued to the Bearer hereof upon the cancellation hereof.]

[If applicable, insert - Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled at his option, at any time after ____________________, to convert this Security into [Describe Securities and conversion mechanics].]

[If the Security is an Original Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to - insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Issuer’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]

(3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(4) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security;

(5) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein , if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(9) any combination of items (1) through (8) above,

nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, levies, imposts or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is resident for tax purposes (and, if such successor Person is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes),, or any political subdivision or taxing authority thereof or therein.]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected [and any related coupons] under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal [(and premium, if any)] or [any] interest on this Security on or after the respective due dates expressed herein [If applicable, insert - or to a suit instituted by the Holder hereof for the enforcement of the right to convert this Security in accordance with the Indenture].

Title to Bearer Securities and coupons shall pass by delivery. [As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Registered Securities is registrable in the Security Register, upon surrender of a Registered Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on a Registered Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Registered Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]

The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the bearer of a Bearer Security and any coupon appertaining thereto, and prior to due presentation of a Registered Security for registration of transfer the Person in whose name a Registered Security is registered, as the owner thereof for all purposes, whether or not the Security or coupon be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities [and any coupons] shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Section 2.05 Form of Coupon.

[Form of Face of Coupon]

[Insert any other legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA PLC
[Title of Security]

		[R             ]*
No.	_________________________	_________________________

Unless the Security to which this coupon appertains shall have been called for previous redemption and payment thereof duly provided for on the date set forth hereon, AstraZeneca PLC (hereinafter called the “Issuer”) will pay to bearer, upon surrender hereof, the amount shown hereon (together with any additional amounts in respect thereof which the Issuer may be required to pay according to the terms of said Security and the Indenture referred to therein) at the Paying Agents set out on the reverse hereof or at such other offices or agencies (which, except as otherwise provided in the Security to which this coupon appertains, shall be located outside the United States of America (including the States and the District of Columbia), and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam American Samoa Wake Island and the Northern Mariana Islands) (the “United States”)) as the Issuer may designate from time to time, at the option of the Holder, [by United States dollar check drawn on a bank in The City of New York or by transfer of United States dollars to an account maintained by the payee with a bank located outside the United States] [If Security is denominated and payable other than in United States dollars insert currency and method of payment], being [one year’s] interest then payable on said Security.

	AstraZeneca PLC

	By:
		Name:
		Title:

_________________

*Insert if redeemable.

[Reverse of Coupon]*

_________________

* Insert names and addresses of initial Paying Agents located outside the United States.

Section 2.06 Form of Legend for Global Registered Securities.

Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Registered Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 2.07 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

	The Bank of New York Mellon, as Trustee

	By
		Authorized Signatory

Section 2.08 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to one or more resolutions of the Board of Directors of the Issuer (and set forth in a Board Resolution and, to the extent established pursuant to (rather than in) such resolutions, in an Officers’ Certificate detailing such establishment), and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series:

(a) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);

(b) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.13, 2.14, 2.16, 8.03 or 11.03);

(c) the date or dates on which the principal of the Securities of the series is payable or the method by which the date or dates shall be determined;

(d) the rate or rates at which the Securities of the series shall bear interest, if any, or, if other than on the basis of a 360-day year of twelve 30-day months, the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable;

(e) the place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.03);

(f) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise, including the date referred to in Section 11.06;

(g) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(h) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;

(i) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 4.01 or provable in bankruptcy pursuant to Section 4.02;

(j) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency (including any composite currency) in which payment of the principal and interest on the Securities of the series shall be denominated or payable, the method pursuant to which payment shall be made and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Article 1;

(k) if the principal of or interest on the Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency (including any composite currency) other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

(l) whether the Issuer shall be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series of Securities;

(m) if the amounts of payments of principal or interest, if any, on the Securities of the series may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined;

(n) the forms of the Securities of the series;

(o) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;

(p) whether the Securities of the series will be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary with respect to such Global Security or Securities;

(q) any addition to, deletion from or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable;

(r) any addition to, deletion from or change in the covenants set forth herein which applies to Securities of the series;

(s) whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Issuer or any guarantor;

(t) the exchanges, if any, on which the Securities may be listed; and

(u) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors of the Issuer or in any such indenture supplemental hereto.

Section 2.09 Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer contained in a Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon:

(a) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.08 by or pursuant to which the terms of the Securities were established;

(b) Officers’ Certificates of the Issuer certifying the form and terms of the Securities, stating that the form and terms of the Securities have been established as required pursuant to Sections 2.01 and 2.08 and comply with this Indenture and covering such other matters as the Trustee may reasonably request;

(i) the form or forms and terms of such Securities have been established as required pursuant to Sections 2.01 and 2.08 in conformity with the provisions of this Indenture;

(ii) such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;

(iii) all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and

(iv) covering such other matters as the Trustee may reasonably request; and

(d) if the Securities being issued are Original Issue Discount Securities, an Officers’ Certificate of the Issuer setting forth the Yield to Maturity for the Securities and any other facts required to compute amounts due on acceleration, unless such Yield to Maturity and other facts are specified in the form of the Securities.

Any issue of additional debt securities that is to utilize the same ISIN, Common Code or “CUSIP” number as a debt security already issued hereunder shall be effected in a manner and under circumstances whereby the issue of additional debt securities is treated as a “qualified reopening” (within the meaning of United States Treasury Regulations Section 1.1275-2(k)(3), or similar successor provision, all as in effect at the time of the further issue) of the issue of debt securities having the shared ISIN, Common Code or “CUSIP” number, as the case may be.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Section 2.10  Execution of Securities. The Securities shall be signed on behalf of the Issuer by any two officers or directors or by one officer or director or any other authorized person designated pursuant to a Board Resolution and its secretary or any assistant secretary. Such signatures may be the manual, electronic or facsimile or electronic image scan signatures of the present or any future such officers. The seal of the Issuer is not required to be included on the Securities, but, if included, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer or director of the Issuer who shall have signed any of the Securities shall cease to be such officer or director before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer or director of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers or directors of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer or director.

Section 2.11 Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual or pdf or other electronic image scan signature of the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

Section 2.12 Denomination and Date of Securities; Payments of Interest. The Securities shall be issuable as registered securities without coupons and in denominations as shall be specified as contemplated by Section 2.08. In the absence of any such specification with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any multiple of $1,000 in excess thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Each Security shall be dated the date of its authentication, shall bear interest, if any, from the date and shall be payable on the dates, in each case, which shall be specified as contemplated by Section 2.08.

The person in whose name any Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

Section 2.13 Registration, Transfer and Exchange.

(a) Global Securities. This Section 2.13(a) shall apply only to Global Securities deposited with the Depositary unless otherwise provided as contemplated by Section 2.08.

Unless the Global Security is presented by an authorized representative of the Depositary to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of a nominee of the Depositary and any payment is made to such nominee, any transfer, pledge or other use of the Global Security in registered form for value or otherwise shall be wrongful since the registered owner of such Global Security, the nominee of the Depositary, has an interest in such Global Security.

Except as otherwise specified as contemplated by Section 2.08, any Global Security shall be exchangeable for definitive Securities only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section 2.13 only if (a) the Depositary notifies the Issuer that it is unwilling or unable to continue to hold such Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor Depositary is not appointed by the Issuer, (b) there shall have occurred and be continuing an Event of Default with respect to the Securities, or (c) at any time if the Issuer in its sole discretion determines that the Global Securities or any of them should be exchanged for definitive Securities. The Issuer shall notify the Trustee in writing that such exchange has taken place and that the Depositary is no longer the Holder of such Global Security, in whole or in part. Unless and until such notice is received by the Trustee, the Trustee shall be entitled to assume that no such exchange of Global Security for definitive Securities has occurred, and shall have no liability with respect to any payment in reliance thereon. Any Global Security that is exchangeable pursuant to this Section 2.13 shall be exchangeable for definitive Securities in registered form, bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Securities shall be registered in the names of the owners of the beneficial interests in such Global Security as such names are from time to time provided by the relevant Agent Member holding interests in such Global Security (as such Agent Member is identified from time to time by the Depositary).

No Global Security may be transferred except as a whole by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the holders thereof for any purpose under this Indenture.

In the event that a Global Security is surrendered for redemption in part pursuant to Section 11.02, the Issuer shall execute and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security, in a denomination equal to the unredeemed portion of the principal of the Global Security so surrendered.

The Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by a Depositary, and such Depositary may be treated by the Issuer, the Trustee, and any agent of the Issuer, or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

In connection with any exchange of interests in a Global Security for definitive Securities, as provided in this subsection (a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such Global Security executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Depositary to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for each portion of such Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 2.13 shall be exchangeable for Securities issuable in the denominations specified as contemplated by Section 2.08 and registered in such names as the Depositary that is the Holder of such Global Security shall direct. If a definitive Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant payment date, interest payments will not be payable on such payment date in respect of such definitive Security, but will be payable on such payment date only to the person to whom interest payments in respect of such portion of such Global Security are payable.

The Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities.

None of the Trustee, the Paying Agent and the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders and all payments to be made to Securityholders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent and the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

None of the Trustee, the Paying Agent and the Security Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, Agent Members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(b) The Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.03 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities as in this Article provided. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.03, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount.

Any Security or Securities of any series may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.03, and the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive and bearing numbers not contemporaneously outstanding.

All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his attorney duly authorized in writing.

The Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed.

All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Section 2.14 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security (including any Global Security) shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the same series and bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case, the applicant for a substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security and/or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Upon the issuance of any substitute Security, the Issuer or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security and/or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer, or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security of any series issued pursuant to the provisions of this Section 2.14 by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.15 Cancellation of Securities; Destruction Thereof. All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer, or any agent of the Issuer, or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it in accordance with its then customary procedures; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall, subject to the record retention requirements of the Securities Exchange Act of 1934, as amended, dispose of cancelled Securities held by it in accordance with its then customary procedures and upon written request of the Issuer deliver a certificate of disposal to the Issuer. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

Section 2.16 Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series, having endorsed thereon Securities duly executed by the Issuer (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as registered Securities without coupons, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay, the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.03, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series.

Section 2.17 CUSIP Numbers. The Issuer in issuing any series of the Securities may use CUSIP, ISIN, common code or other similar numbers, if then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect to such series. The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP, ISIN, common code or other similar numbers.

Article 3
COVENANTS OF THE ISSUER AND THE TRUSTEE

Section 3.01 Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest, if any, on, each of the Securities of such series at the place or places, at the respective times and in the manner provided in such Securities. Each installment of interest on the Securities of any series may, at the Issuer’s option, be paid by mailing checks for such interest payable to or upon the written order of the Holders of Securities entitled thereto as they shall appear on the registry books of the Issuer; provided that payment by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global Securities and all other Securities the Holders of which shall have provided wire transfer instructions to the Issuer or the applicable paying agent at least five Business Days prior to the applicable payment date.

Section 3.02 Additional Amounts. Unless otherwise specified in any Board Resolution establishing the terms of Securities of a series in accordance with Section 2.08, if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer under the series of Securities, the Issuer will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or withholding, shall be not less than the amounts specified in the Securities to which such Holders are entitled had no such withholding or deduction been required; provided, however, that the Issuer shall not be required to make any payment of additional amounts for or on account of: (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if any, on, or the enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (ix) any combination of items (i) through (viii) above, and nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities.

At least 5 Business Days prior to each date on which any payment under or with respect to the Securities of any series is due and payable (unless such obligation to pay additional amounts arises after the 5^th Business Day prior to the date on which payment under or with respect to the Securities of such series is due and payable, in which case it will be promptly thereafter), if the Issuer will be obligated to pay additional amounts with respect to such payment, the Issuer will deliver to the Trustee an Officers’ Certificate stating that such additional amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such additional amounts to the Holders of the Securities of such series on the payment date.

Section 3.03 Offices for Payments, etc. So long as any of the Securities of any series remain Outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for the Securities of such series (unless otherwise provided for in the Securities of such series): an office or agency (a) where the Securities of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.08, the Issuer hereby initially designates the Corporate Trust Office of The Bank of New York Mellon at Corporate Trust Office, 240 Greenwich Street, New York, NY 10286 as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office.

The Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes or where such notices or demands may be served and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of any obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for Securities of any series for such purposes. The Issuer will give written notice to the Trustee of any such designation or rescission and of any such change in the location of any other office or agency.

Section 3.04 Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 5.09, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.

Section 3.05 Payment Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:

(a) that it will comply with the provisions of the Trust Indenture Act of 1939 applicable to it as a paying agent;

(b) that it will hold all sums received by it as such agent for the payment of the principal of or interest, if any, on the Securities of such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series or of the Trustee;

(c) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the Securities of such series when the same shall be due and payable; and

(d) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in clause (c) above.

The Issuer will, on each due date of the principal of or interest, if any, on the Securities of such series, deposit or cause to be deposited with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee in writing of any failure to take such action.

If the Issuer shall act as paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest, if any, on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee in writing of any failure to take such action.

Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 9.04 and Section 9.05.

Section 3.06 Compliance Certificates from the Issuer. The Issuer will furnish to the Trustee on or before March 31 in each year (beginning with March 31, 2022), if Securities are then Outstanding, a brief certificate (which need not comply with Section 10.05) from the principal executive, financial or accounting officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture).

Section 3.07 Securityholders Lists. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Issuer will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Securities of such series pursuant to section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.08 for non-interest bearing securities in each year, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished.

Section 3.08 Preservation of Information; Communication to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 3.07 and the names and addresses of Holders received by the Trustee. The Trustee may destroy any list furnished to it as provided in Section 3.07 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act of 1939.

Every Holder, by receiving and holding Securities, agrees with the Issuer and the Trustee that neither the Issuer, the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act of 1939.

Section 3.09 Limitation on Liens. (a) Nothing contained in this Indenture or in the Securities shall in any way restrict or prevent the Issuer or any Subsidiary of the Issuer from incurring, assuming or guaranteeing any indebtedness; provided that the Issuer will not itself, and will not permit any of its Restricted Subsidiaries to, incur, assume or guarantee indebtedness for money borrowed (hereinafter in this Article 3 referred to as “Debt”), secured by a mortgage, pledge, security interest or lien (mortgages, pledges, security interests and liens being hereinafter in this Article 3 referred to as a “mortgage” or “mortgages”) upon any Principal Property or upon any shares of stock of or indebtedness of any Restricted Subsidiary, without effectively providing that the Securities (together with, if the Issuer shall so determine, any other Debt of the Issuer or such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities) shall be secured equally and ratably with (or prior to) such Debt, so long as such Debt shall be so secured, except that this Section 3.09(a) shall not apply to Debt secured by:

(i) mortgages on property, shares of stock or indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer;

(ii) mortgages on property or shares of stock existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of such shares and, in the case of property, the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof;

(iii) mortgages which secure Debt owing to the Issuer or to any of its Restricted Subsidiaries by any of the Issuer’s Restricted Subsidiaries or the Issuer;

(iv) mortgages existing as of May 28, 2021;

(v) mortgages on any Principal Property to secure Debt incurred to finance all or part of the cost of the improvement, construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of such Principal Property, if such Debt is incurred prior to, during, or within twelve months after completion of, such improvement, construction, alteration or repair;

(vi) mortgages on property owned or held by any Person or on shares of stock or indebtedness of any Person, in either case existing at the time such Person is merged into or consolidated or amalgamated with either the Issuer or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Issuer or a Restricted Subsidiary;

(vii) mortgages arising by operation of law and not securing amounts more than ninety (90) days overdue or otherwise being contested in good faith;

(viii) mortgages arising solely by operation of law over any credit balance or cash held in any account with a financial institution;

(ix) rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for the benefit of the Issuer and/or any Restricted Subsidiary;

(x) mortgages incurred or deposits made in the ordinary course of business, including, but not limited to, (a) any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other like mortgages, (b) any mortgages securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security, and (c) any easements, rights-of-way, restrictions and other similar charges;

(xi) mortgages incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the ordinary course of business;

(xii) mortgages securing taxes or assessments or other applicable governmental charges or levies;

(xiii) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage permitted under the foregoing clauses (i) to (xii), inclusive, or of any Debt secured thereby; provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement mortgage shall be limited to all or any part of the same property or shares of stock that secured the mortgage extended, renewed or replaced (plus improvements on such property), or property received or shares of stock issued in substitution or exchange therefor;

(xiv) mortgages in favor of the Issuer or any Subsidiary of the Issuer; and

(xv) any mortgages, pledges, security interests and liens in favor of the Trustee in any of its capacities hereunder.

The following types of transactions shall not be deemed to create Debt secured by a mortgage within the meaning of those terms as defined above:

(i) mortgages of property of the Issuer or any of its Restricted Subsidiaries in favor of the United States or any State thereof, or the United Kingdom of Great Britain and Northern Ireland, or any other country, or any political subdivision of any of the foregoing, or any department, agency or instrumentality of any of the foregoing, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute including, without limitation, mortgages to secure Debt of the pollution control or industrial revenue bond type, or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of the property subject to such mortgages.

(b) Notwithstanding the provisions of clause (a) of this Section 3.09, the Issuer or any of its Restricted Subsidiaries may incur, assume or guarantee Debt secured by a mortgage or mortgages which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other such Debt of the Issuer and its Restricted Subsidiaries and their Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (other than Attributable Debt in respect of Sale and Lease-Back Transactions permitted because the Issuer or any Restricted Subsidiary would be entitled to incur, assume or guarantee such Debt secured by a mortgage on the property to be leased without equally and ratably securing the Securities pursuant to clause (a) of this Section 3.09 and other than Sale and Lease-Back Transactions, the proceeds of which have been applied in accordance with clause (ii) of Section 3.10(a)) does not at the time exceed 15% of Consolidated Net Tangible Assets.

(c) The Trustee, subject to Section 5.01, shall receive an Opinion of Counsel as conclusive evidence that any transaction complies with the provisions of this Section 3.09. The foregoing is not intended to limit the generality of Section 5.02(c).

Section 3.10 Limitation on Sale and Lease-Back. (a) The Issuer will not itself, and it will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person providing for the leasing by the Issuer or such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years and except for leases between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries) which has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”) unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such Sale and Lease-Back Transactions plus all Debt of the Issuer or any of its Restricted Subsidiaries incurred, assumed or guaranteed and secured by a mortgage or mortgages (with the exception of Debt secured by a mortgage or mortgages on property that the Issuer or a Restricted Subsidiary would be entitled to incur, assume or guarantee without equally and ratably securing the Securities pursuant to Section 3.09(a)) does not exceed 15% of Consolidated Net Tangible Assets. This Section 3.10 shall not apply to any Sale and Lease-Back Transaction if:

(i) the Issuer or such Restricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a mortgage or mortgages on the Principal Property to be leased without equally and ratably securing the Securities pursuant to Section 3.09(a); or

(ii) the Issuer within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Issuer or by any of its Restricted Subsidiaries, applies, in the case of the sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Issuer), (1) to the retirement (other than any retirement of Debt owed to the Issuer or any of its Restricted Subsidiaries or any retirement of Debt subordinated to the Securities) of indebtedness for money borrowed, incurred or assumed by the Issuer or any Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such Debt or (2) to investment in any Principal Property or Principal Properties.

(b) The Trustee, subject to Section 5.01, shall receive an Opinion of Counsel as conclusive evidence that any transaction complies with the provisions of this Section 3.10. The foregoing is not intended to limit the generality of Section 5.02(c).

Section 3.11 Reports by the Issuer. The Issuer covenants to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 3.12 Reports by the Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act of 1939 at the times and in the manner provided pursuant thereto.

Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than 15 July in each calendar year following the date hereof, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 nor less than 45 days thereto.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which any Securities are listed, with the Commission and with the Issuer. The Issuer will notify the Trustee when the Securities are listed on any securities exchange.

Article 4
REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(b) default in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or

(c) default in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of the Securities of such series or beyond any period of grace provided with respect thereto; or

(d) default in the performance or breach of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of the property of the Issuer or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) ordering the winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(f) the Issuer shall institute proceedings to be adjudicated a bankrupt or insolvent, or the Issuer shall consent to the institution of bankruptcy or insolvency proceedings against itself or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the passing of a resolution that the Issuer be wound up or the filing of a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or similar law of the United States of America or the United Kingdom, or the consent by the Issuer to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Issuer’s property, or make any general assignment for the benefit of creditors; or

(g) any other Event of Default provided in the supplemental indenture or resolution of the Board of Directors of the Issuer under which such series of Securities is issued or in the form of Security for such series.

If an Event of Default described in clauses (a), (b), (c) or (d) (if the Event of Default under clause (d) is with respect to less than all series of Securities then Outstanding) or (g) above occurs and is continuing with respect to a series of Securities, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses (d) (if the Event of Default under clause (d), is with respect to all series of Securities then Outstanding), (e) or (f) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence, willful misconduct or bad faith, and if any and all Events of Default under this Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of such series, each series voting as a separate class (or of all the Securities, as the case may be, voting as a single class), then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section 4.02 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series) and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence, willful misconduct or bad faith.

Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the registered Holders, whether or not the principal of and interest on the Securities of such series shall be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities, wherever situated, the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under any applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or such other obligor on the property of the Issuer or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, willful misconduct or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer, or such other obligor,

(b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and

(c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence, willful misconduct or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 5.06.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Section 4.03 Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series of Securities or, after an Event of Default, any money or other property distributable in respect of the Issuer’s obligations under this Indenture shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such money or other property on account of principal or interest, upon presentation of the several Securities in respect of which money or other property have been collected and stamping thereon or otherwise noting the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence, willful misconduct or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 5.06.

SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully entitled thereto.

Section 4.04 Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 4.05 Restoration of Rights on Abandonment of Proceedings. In case the Trustee or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or such Holder, then and in every such case the Issuer, the Trustee and such Holder shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

Section 4.06 Limitations on Suits by Securityholders. No Holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such indemnity and/or security satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 4.07 Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 4.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 4.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Securityholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 4.06, every power and remedy given by this Indenture or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.

Section 4.09 Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with each series voting as a separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that the Trustee shall have no duty to ascertain whether or not such actions or forebearances may not lawfully be taken or are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Section 4.10 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Securities of any series as provided in Section 4.01, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding may on behalf of the Holders of all the Securities of such series waive any past default or Event of Default described in clause (g) of Section 4.01, or, in the case of an event specified in clause (d) of Section 4.01 (if the Event of Default under clause (d) relates to less than all series of Securities then Outstanding), the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding affected thereby (each series voting as a separate class) may waive any such default or Event of Default, or, in the case of an event specified in clauses (d) (if the Event of Default under clause (d) relates to all series of Securities then Outstanding), (e) or (f) of Section 4.01 the Holders of Securities of a majority in principal amount of all the Securities then Outstanding (voting as one class) may waive any such default or Event of Default, and its consequences except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, and such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 4.11 Trustee to Give Notice of Default, but May Withhold in Certain Circumstances. The Trustee shall give to the Securityholders of any series, as the names and addresses of such Holders appear on the registry books, notice by mail of all defaults known to the Trustee which have occurred with respect to such series, such notice to be transmitted within 90 days after the occurrence thereof, unless such defaults shall have been cured before the giving of such notice (the term “default” or “defaults” for the purposes of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the payment of the principal of or interest on any of the Securities of such series, or in the payment of any sinking or purchase fund installment with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors or trustees and/or responsible officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series.

Section 4.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to or arising under clause (d) of Section 4.01 (if the suit relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Securities Outstanding affected thereby, or in the case of any suit relating to or arising under clauses (d) (if the suit relates to all the Securities then Outstanding), (e) or (f) of Section 4.01 10% in aggregate principal amount of all Securities Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest, if any, on any Security on or after the due date expressed in such Security.

Article 5
CONCERNING THE TRUSTEE

Section 5.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default.

(a) Except during the continuance of an Event of Default with respect to the Securities of a series:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).

(b) In case an Event of Default with respect to the Securities of a series has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Subsection (c) shall not be construed to limit the effect of Subsections (a) or (d) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

(d)               None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

(e)               Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 5.01.

(f)                The provisions of this Section 5.01 are in furtherance of and subject to sections 315 and 316 of the Trust Indenture Act of 1939.

Section 5.02             Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 5.01:

(a)               the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)               any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by a Company Order (unless other evidence in respect thereof be herein specifically prescribed), and any resolution of the Board of Directors of the Issuer may be evidenced to the Trustee by a Board Resolution;

(c)               the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon;

(d)               the Trustee shall be under no obligation to exercise any of the rights, trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security and/or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction;

(e)               the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

(f)                the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand;

(g)               the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys;

(h)               the Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default with respect to the Securities, unless either (1) solely with respect to a default or Event of Default pursuant to Sections 4.01(a), (b) or (c), and if the Trustee is also acting as Paying Agent with respect to the Securities, a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default from the Issuer or any Holder is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee and such notice references the Securities and this Indenture;

(i)                 the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; provided, however, only the Trustee, and not any agent, custodian or other Person employed to act hereunder, shall be held to a prudent person standard upon the occurrence of and during an Event of Default;

(j)                 the Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and

(k)               the permissive rights of the Trustee enumerated herein shall not be construed as duties.

Section 5.03             Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor any Authenticating Agent assumes any responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture unless specified in a separate agreement between the Trustee and the Issuer. The Trustee shall have no duty to monitor or investigate the Issuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture.

No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to service of process, taxation or other consequences that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation.

Section 5.04             Trustee and Agents May Hold Securities; Collections, Etc. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Issuer, or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.

Section 5.05              Moneys Held by Trustee. Subject to the provisions of Section 9.04 and Section 10.04, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder. If and when the Trustee shall be or become a creditor of the Issuer (or any other obligor on the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding the collection of claims against the Issuer (or any such other obligor).

Section 5.06              Compensation and Indemnification of Trustee and its Prior Claim.

The Issuer covenants and agrees:

(a)               to pay to the Trustee from time to time, and the Trustee shall be entitled to, compensation as the Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)               except as otherwise expressly provided herein, to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its negligence or willful misconduct; and

(c)               to indemnify the Trustee and each predecessor Trustee for and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee or any recoverable taxes including indirect taxes and VAT taxes), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee’s own negligence or willful misconduct.

As security for the performance of the obligations of the Issuer under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities.

When the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in Section 4.01(e) or 4.01(f), such expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable federal or state bankruptcy, insolvency or similar law for the relief of debtors.

“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

The provisions of this Section shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the Securities and the termination for any reason of this Indenture.

Section 5.07              Right of Trustee to Rely on Officers’ Certificate, etc. Subject to Section 5.01, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate and/or an Opinion of Counsel delivered to the Trustee, and such certificate, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 5.08              Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a Person organized and doing business under the laws of the United States of America or of any State thereof or the District of Columbia having a combined capital and surplus of at least $50,000,000, and which is eligible in accordance with the provisions of section 310(a) of the Trust Indenture Act of 1939. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a Federal, State or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 5.09. The Trustee shall comply with section 310(b) of the Trust Indenture Act of 1939; provided, however, that there shall be excluded from the operation of section 310(b)(1) of the Trust Indenture Act of 1939 any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in section 310(b)(1) of the Trust Indenture Act of 1939 are met, including the Indenture, dated as of April 1, 2004 between AstraZeneca PLC and the Trustee (as successor trustee to JPMorgan Chase Bank), and the Indenture, dated as of May 28, 2021, among AstraZeneca Finance LLC, AstraZeneca PLC and the Trustee.

Section 5.09             Resignation and Removal; Appointment of Successor Trustee.

(a)               The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by giving written notice thereof to Holders of the applicable series of Securities at their last addresses as they shall appear on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b)               In case at any time any of the following shall occur:

(i)                 the Trustee shall fail to comply with the provisions of section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months;

(ii)              the Trustee shall cease to be eligible in accordance with the provisions of section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Securityholder;

(iii)            the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(iv)             the Trustee shall fail to perform its obligations to the Issuer under this Indenture in any material respect,

then, in any such case, the Issuer may remove the Trustee with respect to any or all series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, other than in the case of paragraph (b)(iv) above and subject to section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c)               The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 6.01 of the action in that regard taken by the Securityholders.

(d)               Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.09(b) shall become effective upon acceptance of appointment by the successor trustee as provided in Section 5.10.

(e)               At any time there shall be only one Trustee with respect to the Securities.

Section 5.10              Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 5.09 shall execute and deliver to the Issuer and to the predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of any amounts due to it pursuant to Section 5.06, the trustee ceasing to act shall, subject to Section 9.04 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 5.06.

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities shall accept appointment as provided in this Section 5.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 5.08.

Upon acceptance of appointment by any successor trustee as provided in this Section 5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities of any series for which such successor trustee is acting as trustee at their last addresses as they shall appear in the Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.09. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Issuer.

Section 5.11              Merger, Conversion, Consolidation or Succession to Business of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such Person shall be eligible under the provisions of Section 5.08 without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 5.12              FATCA. 

Notwithstanding any other provision of this Indenture, the Trustee shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Securities, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.

Article 6
CONCERNING THE SECURITYHOLDERS

Section 6.01              Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series of the Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.

Section 6.02              Proof of Execution of Instruments and of Holding of Securities; Record Date. Subject to Section 5.01, the execution of any instrument by a Securityholder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the Security register or by a certificate of the registrar thereof. The Issuer may, but shall not be obligated to, set a record date for purposes of determining the identity of Securityholders of any series entitled to vote or consent to any action referred to in Section 6.01, which record date may be set at any time or from time to time by notice to the Trustee. If a record date is fixed, then notwithstanding Section 6.01 and Section 6.05, those persons who were Securityholders at such record date (or their duly designated proxies), and only those persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such persons continue to be Securityholders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

Section 6.03             Holders to Be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

Section 6.04             Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any request, demand, authorization, direction, notice, consent, waiver or other action by Securityholders under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such action only Securities which a Responsible Officer the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly Officers’ Certificates listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Section 5.01, the Trustee shall be entitled to accept such Officers’ Certificates as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

Section 6.05              Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number or other distinguishing symbol of which is shown by the evidence to be included among the serial numbers or other distinguishing symbols of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.

Article 7
SUPPLEMENTAL INDENTURES

Section 7.01             Supplemental Indentures Without Consent of Securityholders. The Issuer when authorized by a resolution of its Board of Directors (or any committee authorized by the Board of Directors or officer authorized by such Board of Directors or committee), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force on the date of the execution thereof) for one or more of the following purposes:

(a)               to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;

(b)               to evidence the succession of another Person to the Issuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer, as the case may be, pursuant to Article 8;

(c)               to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10;

(d)               to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions (and if such further covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series) as the Board of Directors of the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;

(e)               to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture;

(f)                to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect;

(g)               to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.08;

(h)               to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; and

(i)                 to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no Security Outstanding.

The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Section 7.02              Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (each affected series voting as a separate class), the Issuer when authorized by a resolution of its Board of Directors (or any committee authorized by the Board of Directors or officer authorized by such Board of Directors or committee) and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest, if any, thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.01 or the amount thereof provable in bankruptcy pursuant to Section 4.02, or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected, or (c) change in any manner adverse to the Holders of the Securities the terms and conditions of the obligations of the Issuer in respect of the due and punctual payment of the principal thereof and interest thereon or any sinking fund payments provided in respect thereof, in each case without the consent of the Holder of each Security so affected.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

Upon the request of the Issuer accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer shall mail a notice thereof by first class mail or as otherwise provided by the customary practices and procedures of the Depositary, including through electronic delivery, to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the Security register setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 7.03              Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.04           Documents to be Given to Trustee. The Trustee, subject to the provisions of Section 5.01, shall receive Officers’ Certificates and Opinions of Counsel, as appropriate, as conclusive evidence that any supplemental indenture executed pursuant to this Article 7 is authorized and permitted by this Indenture and complies with the applicable provisions of this Indenture and an Opinion of Counsel to the effect that such supplemental indenture is enforceable against the Issuer in accordance with its terms, subject to then customary exceptions. The Trustee may, but will not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, or immunities under this Indenture or otherwise.

Section 7.05              Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

Section 7.06              Conformity with Trust Indenture Act of 1939. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act of 1939.

Article 8
CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.01              Issuer May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Issuer with or into any other Person (whether or not affiliated with the Issuer), or successive amalgamations, reconstructions, consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of the issuer as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, that the Person formed by such amalgamation, restructuring or consolidation, or into which the Issuer shall merge, or which shall acquire such property is organized and validly existing under the laws of any state of the United States, the United Kingdom or another jurisdiction that is a member country of the Organization for Economic Cooperation and Development (or any successor thereto) and provided further that the Issuer hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale or conveyance, (i) unless the surviving Person is the Issuer, the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer (including, if applicable, submission to jurisdiction), shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged, or by the Person which shall have acquired such property, and (ii) if the Person formed by such amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property, is resident for tax purposes elsewhere than the United Kingdom (and, if such Person is treated as a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes), such Person shall, in such supplemental indenture, agree that if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction in which it is resident for tax purposes or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction or any such subdivision or authority in respect of any amounts to be paid by such successor Person under the Securities, such Person will (subject to compliance by the Holders of such Securities with any relevant administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture or, as the case may be, pursuant to the Securities, after such deduction or withholding, shall be not less than the amounts specified in the Securities, to which such Holders or the Trustee are entitled had no such withholding or deduction been required; provided, however, that the successor Person shall not be required to make any payment of additional amounts for or on account of (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, such jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with such jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if any, on, or the enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or beneficial owner’s nationality, residence, identity or connection with such jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by FATCA, any current or future U.S. Treasury regulations or rulings promulgated thereunder, any IGA, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security, or (ix) any combination of clauses (i) through (viii) above, and nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities.

Section 8.02              Securities to be Secured in Certain Events. If, upon any such amalgamation, reconstruction, consolidation or merger of the Issuer with or into any other Person, or upon any sale or conveyance of the property of the Issuer as an entirety or substantially as an entirety to any other Person, any Principal Property of the Issuer or of any of its Restricted Subsidiaries or any shares of stock or indebtedness of any such Restricted Subsidiary would thereupon become subject to any mortgage, pledge or lien which would be prohibited by Section 3.09, the Issuer, prior to such amalgamation, reconstruction, consolidation, merger, sale or conveyance, will secure the Securities, equally and ratably with any other obligations of the Issuer then entitled thereto, by a direct lien on all such property equally and ratably with all such mortgages, pledges or liens.

Section 8.03              Successor Person to be Substituted for Issuer. In case of any such amalgamation, reconstruction, consolidation, merger, sale or conveyance (other than by way of a temporary lease in the ordinary course of business) and following such an assumption by the successor Person, such successor Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein, and the Issuer shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer, all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.. In case of any such amalgamation, reconstruction, consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Section 8.04              Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Section 5.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such amalgamation, reconstruction, consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Article 9
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.01              Satisfaction and Discharge of Indenture. If at any time (a) the Issuer shall have paid or caused to be paid the principal of and interest, if any, on all the Securities of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated or (c) (i) all the Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.05) or Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient, without reinvestment, and, in the case of a deposit of Government Obligations, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Outstanding Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and interest, if any, due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Section 9.02              Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 9.04 and Section 9.05, all moneys deposited with the Trustee pursuant to Section 9.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer acting as paying agent), to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest, if any; but such money need not be segregated from other funds except to the extent required by law.

Section 9.03              Defeasance upon Deposit of Moneys or Government Obligations. At the Issuer’s option, either (a) the Issuer shall be deemed to have been Discharged (as defined below) from its obligations with respect to any series of Securities on the 91st day after the applicable conditions set forth below have been satisfied or (b) the Issuer shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 3.08, 3.09, 3.10, and, insofar as such Sections require compliance with Sections 3.08, 3.09 or 3.10, Sections 8.01, 8.02 and 8.03 and non-compliance with such Sections shall not give rise to any Event of Default under Section 4.01(d), with respect to any series of Securities at any time after the applicable conditions set forth below have been satisfied:

(i)                 the Issuer shall have deposited or caused to be deposited irrevocably with the Trustee or its agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) money in an amount, or (B) Government Obligations of the government in the currency of which the Securities of such series are denominated which through the payment of interest thereon and principal thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination of (A) and (B), sufficient, without reinvestment, in the opinion (with respect to (B) and (C)) of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) of, and interest on, the outstanding Securities of such series on the dates such installments of interest or principal are due or to and including the redemption date irrevocably designated by the Issuer pursuant to subparagraph (iv) hereof;

(ii)              no Event of Default or event which with notice or lapse of time would become an Event of Default under Section 4.01(e) or (f) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(iii)            in the case of the Securities of such series being discharged pursuant to clause (a) only, the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in this Indenture relating to the defeasance, have been complied with and an Opinion of Counsel to the effect that the Holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to the same U.S. federal income tax as would be the case if the defeasance did not occur or a ruling to that effect received from or published by the U.S. Internal Revenue Service;

(iv)             if the Issuer has deposited or caused to be deposited money or Government Obligations to pay or discharge the principal of and interest on the Outstanding Securities of a series to and including a redemption date pursuant to subparagraph (i) hereof, such redemption date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Order that the Trustee give notice of such redemption in the name and at the expense of the Issuer not less than 10 nor more than 60 days prior to such redemption date in accordance with Section 11.02; and

(v)               the Issuer shall have delivered to the Trustee and Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in this Indenture relating to the defeasance, have been complied with.

Section 9.04             Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer, be repaid to the Issuer or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys.

Section 9.05             Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest, if any, on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

Section 9.06             Reinstatement. If the Trustee is unable to apply any money or Government Obligations in accordance with Section 9.01 or Section 9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.01 or  9.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 9.01 or 9.03; provided that, if the Issuer has made any payment of principle of or interest on the Securities of any series because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee or Paying Agent.

Article 10
MISCELLANEOUS PROVISIONS

Section 10.01          Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor of the Issuer, either directly or through the Issuer or any successor of the Issuer, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities. Nothing in this Section shall be deemed to alter the obligations of the Issuer under the Securities.

Section 10.02          Provisions of Indenture for the Sole Benefit of Parties and Securityholders. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

Section 10.03          Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 10.04          Notices and Demands on Issuer, Trustee and Securityholders. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail or by overnight air courier guaranteeing next day delivery (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to AstraZeneca PLC, 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA England. Any notice, direction, request or demand by the Issuer or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given, made or furnished to or filed with, for all purposes, if given, made or furnished to or filed with the Trustee at the Corporate Trust Office.

Where this Indenture provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. For so long as the Securities of any series are represented by Global Securities, notices with respect to such series shall be delivered to the Depositary according to the applicable procedures of such Depository, if any, prescribed for the giving of such notice.

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer and Securityholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Section 10.05         Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel such action is authorized or permitted by this Indenture and that all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

Section 10.06 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or the date fixed for redemption or repayment of any such Security shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

Section 10.07 Conflict of any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such incorporated provision shall control.

Section 10.08 New York Law to Govern; Waiver of Jury Trial. This Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

EACH OF THE ISSUER AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 10.09 Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

The exchange of copies of this Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. The exchange of copies of this Indenture and of signature pages that are executed by manual signatures that are scanned or photocopied or using other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall constitute effective execution and delivery of this Indenture for all purposes. Signatures of the parties hereto that are executed by manual signatures that are scanned or photocopied or using other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall be deemed to be their original signatures for all purposes of this Indenture as to the parties hereto and may be used in lieu of the original Indenture.

Anything in this Indenture or the Securities of any series to the contrary notwithstanding, for the purposes of the transactions contemplated by this Indenture, the Securities of any series and any document to be signed in connection with the Indenture or the Securities of any series (including the Securities, the Trustee’s certificate of authentication on the Securities and amendments, supplements, waivers, consents and other modifications, Officers’ Certificates, Company Orders and Opinions of Counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned or photocopied or using other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping of records in electronic form (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means), are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.

Section 10.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 10.11 Submission to Jurisdiction. The Issuer agrees that any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities may be instituted in any state or federal court in the State and County of New York, United States of America, waives to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Issuer hereby designates CT Corporation System as the Issuer’s authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon said agent at its office at 28 Liberty Street, New York, New York 10005 (or at such other address in the Borough of Manhattan, The City of New York, as such agent may designate by written notice to the Issuer and the Trustee), and written notice of said service to the Issuer, mailed or delivered to it, at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA England, attention of the Secretary (until another address of the Issuer is filed by the Issuer with the Trustee) shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, whether or not the Issuer shall then be doing, or at any time shall have done, business within the State of New York, and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in such state, and waives all claim of error by reason of any such service. Said designation and appointment shall be irrevocable until this Indenture shall have been satisfied and discharged in accordance with Article 9.

Section 10.12 Electronic Means.

(a) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by or on behalf of an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by or on behalf of such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers (or employees of the Issuer acting on behalf of Authorized Officers) transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer.

(b) The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

(c) “Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or transmission system as may be agreed upon by the Issuer and the Trustee in connection with its services hereunder.

Section 10.13 Force Majeure. The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture to the extent caused, directly or indirectly, by natural disasters, fire, acts of God, strikes or other labor disputes, work stoppages, acts of war or terrorism, general civil unrest, actual or threatened epidemics or pandemics, disease, act of any government, governmental authority or police or military authority, declared or threatened state of emergency, legal constraint, the interruption, loss or malfunction of utilities or transportation, communications or computer systems, or any other similar events beyond its reasonable control.

Section 10.14 Consequential Damages. Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential or other similar loss or damage of any kind whatsoever (including but not limited to loss of profit) except to the extent any such special, indirect, punitive or consequential or other similar loss or damage may arise from the Trustee’s own negligence, bad faith or willful misconduct, even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.

Article 11
REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.01 Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.08 for Securities of such series.

Section 11.02 Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, or as otherwise provided by the customary practices and procedures of the Depositary including through electronic delivery, at least 10 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books. Any notice which is mailed or otherwise provided in the manner set forth herein shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail or as otherwise provided in the manner set forth herein, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, or that such redemption is pursuant to Section 11.06(a) or Section 11.06(b), that interest accrued to the date fixed for redemption will be paid as specified in such notice, that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and, if such notice of redemption is conditional in accordance with the second succeeding paragraph, a statement of the conditions to such redemption. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series, in principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer; provided, however, that the Issuer has delivered to the Trustee, at least 10 days (unless a shorter period shall be acceptable to the Trustee) prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice.

A notice of redemption may be conditional and provide that it is subject to the occurrence of any event described in the notice before the date fixed for the redemption (even if such event occurs more than 60 days after the delivery of the notice of redemption). A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred before the redemption date or have been waived by the Issuer.

On the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.05) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all the outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee at least 10 days prior to the date fixed for redemption, or such other period as shall be agreed by the Trustee, an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed.

If fewer than all the Securities of a series are to be redeemed, the Trustee shall select the Securities of such series to be redeemed in whole or in part by lot or by any other method the Trustee considers fair and appropriate, subject to any securities exchange requirements (provided that, in the case of Global Securities, the Depositary may select beneficial interests in Global Securities for redemption pursuant to its applicable procedures). Securities may be redeemed in part in principal amounts equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section 11.03 Payment of Securities Called for Redemption. If notice of redemption has been given as provided above, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued, if any, to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue and, except as provided in Section 5.05 and Section 9.05, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that any semi-annual payment of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.12.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by the Security.

Upon presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

The Issuer will notify the Trustee of the redemption price of any series Securities to be redeemed promptly after the calculation thereof, and the Trustee shall not be responsible or liable for any such calculation.

Section 11.04 Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an Authorized Officer of the Issuer and delivered to the Trustee at least 5 days prior to the last date on which notice of redemption may be given, or such other period as may be agreed by the Trustee, as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.

Section 11.05 Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment.” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date.”

In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.15, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

On or before the sixtieth day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an Authorized Officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest, if any, or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.15 to the Trustee with such written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such written statement shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such sixtieth day, to deliver such written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in Sections 11.02 and 11.04, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 11.02 (and with the effect provided in Section 11.03) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity.

On each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities; provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 4.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Section 11.06 Optional Redemption Due to Changes in Tax Treatment. (a) Unless otherwise provided in the Securities of the relevant series, if:

(i) as the result of any change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or of any political subdivision or taxing authority thereof or therein, or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of an amendment to, any treaty or treaties affecting taxation to which the Relevant Taxing Jurisdiction or any political subdivision thereof is a party, which change, amendment, application, interpretation or execution becomes effective on or after the date specified for such series pursuant to Section 2.08, or

(ii) as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, such jurisdiction described above or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer), which action is taken or brought on or after the date specified for such series pursuant to Section 2.08, or

(iii) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities),

either:

(x) the Issuer is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date; or

(y) any Subsidiary of the Issuer is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal or interest in respect of the Securities, and in either case the payment of such additional amounts in the case of (x) above or such deduction or withholding in the case of (y) above cannot be avoided by the use of any reasonable measures available to the Issuer, or

(iv) the Person formed by a consolidation of the Issuer or into which the Issuer is merged or to which the Issuer conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder of a Security additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease, the Issuer may, at its option, redeem such series of Securities in whole at any time (except in the case of a series having a variable rate of interest, which may be redeemed on any interest payment date) at a redemption price equal to 100 per cent of the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the redemption price specified by the terms of each series of such Securities). Prior to any redemption of such a series of Securities pursuant to this Section 11.06(a), the Issuer shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section 11.06(a) have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to become effective on or before the next succeeding date for payment of principal or interest.

(b) Unless otherwise provided in the Securities of the relevant series, if (1) there has been an amalgamation, reconstruction, consolidation, merger or other transaction concerning the Issuer permitted by Section 8.01 and (2) as the result of: (i) any change in or any amendment to the laws or any regulations or rulings thereunder of the jurisdiction in which such successor Issuer is resident for tax purposes (and, if such successor Issuer is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Issuer shall be treated as a “resident” of the United States for U.S. federal income tax purposes) or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of an amendment to, any treaty or treaties affecting taxation to which such jurisdiction or any political subdivision thereof is a party which change, amendment, application, interpretation or execution becomes effective on or after the date of such transaction or assumption, or (ii) any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in such jurisdiction or any political subdivision thereof (whether or not such action was taken or brought with respect to the successor Issuer), which action is taken or brought on or after the date of such transaction or assumption, or (iii) any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities), either (1) the successor Issuer is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date, or (2) any Subsidiary of the successor Issuer is or would be required to deduct or withhold tax on any payment to the successor Issuer to enable the successor Issuer to make any payment of principal or interest in respect of the Securities, and in either case the payment of such additional amounts in the case of (1) above or such deduction or withholding in the case of (2) above cannot be avoided by the use of any reasonable measures available to the successor Issuer, the successor Issuer may, at its option, redeem such series of Securities in whole at any time (except in the case of a series having a variable rate of interest, which may be redeemed on any interest payment date) at a redemption price equal to 100 per cent of the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the redemption price specified by the terms of each series of such Securities). Prior to any redemption of such a series of Securities pursuant to this Section 11.06(b), the successor Issuer shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the successor Issuer to redeem such Securities pursuant to this Section 11.06(b) have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to become effective on or before the next succeeding date for payment of principal or interest.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of May 28, 2021.

	ASTRAZENECA PLC, as Issuer


	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

	THE BANK OF NEW YORK MELLON, as Trustee

	By:	/s/ Latoya S. Elvin
		Name: Latoya S. Elvin
		Title: Vice President

Exhibit 4.2

AstraZeneca Finance LLC, as Issuer,

AstraZeneca PLC, as Guarantor

and

The Bank of New York Mellon, as Trustee

Indenture

Dated as of May 28, 2021

ASTRAZENECA FINANCE LLC

ASTRAZENECA PLC

Reconciliation and tie between Trust Indenture Act of 1939, as amended including by the Trust Indenture Reform Act of 1990, and Indenture, dated as of
May 28, 2021.


	Trust Indenture Act Section		Securities Indenture Section
	ss.310(a)(1)		5.08
	(a)(2)		5.08
	(a)(3)		Not Applicable
	(a)(4)		Not Applicable
	(b)		5.09
	(c)		Not Applicable
	ss.311(a)		5.05
	(b)		5.05
	(c)		Not Applicable
	ss.312(a)		3.07
	(b)		3.08
	(c)		3.08
	ss.313(a)		3.12
	(b)		3.12
	(c)		3.12
	(d)		3.12
	ss.314(a)		3.11
	(b)		Not Applicable
	(c)(1)		3.06/10.05
	(c)(2)		3.06/10.05
	(c)(3)		Not Applicable
	(d)		Not Applicable
	(e)		3.06/10.05
	(f)		Not Applicable
	ss.315(a)		5.01
	(b)		4.11
	(c)		5.01
	(d)		5.01
	(d)(1)		5.01
	(d)(2)		5.01
	(d)(3)		5.01
	(e)		4.11
	ss.316(a)(1)(A)		4.09
	(a)(l)(B)		4.10
	(a)(2)		Not Applicable
	(b)		4.07
	(c)		6.02
	ss.317(a) (1)		4.02
	(a)(2)		4.02
	(b)		3.05
	ss.318(a)		10.07

ii-

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

iii-

CONTENTS

CLAUSE		PAGE

Article 1 DEFINITIONS
Section 1.01	Certain Terms Defined	1
Article 2 SECURITIES
Section 2.01	Forms Generally	6
Section 2.02	Form of Global Security	7
Section 2.03	Form of Registered Security	15
Section 2.04	Form of Bearer Security	24
Section 2.05	Form of Coupon	34
Section 2.06	Form of Legend for Global Registered Securities	35
Section 2.07	Form of Trustee’s Certificate of Authentication	35
Section 2.08	Amount Unlimited; Issuable in Series	36
Section 2.09	Authentication and Delivery of Securities	38
Section 2.10	Execution of Securities and Guaranty	39
Section 2.11	Certificate of Authentication	40
Section 2.12	Denomination and Date of Securities; Payments of Interest	40
Section 2.13	Registration, Transfer and Exchange	40
Section 2.14	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	44
Section 2.15	Cancellation of Securities; Destruction Thereof	45
Section 2.16	Temporary Securities	45
Section 2.17	CUSIP Numbers	45
Article 3 COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE
Section 3.01	Payment of Principal and Interest	45
Section 3.02	Additional Amounts	46
Section 3.03	Offices for Payments, etc.	47
Section 3.04	Appointment to Fill a Vacancy in Office of Trustee	48
Section 3.05	Payment Agents	48
Section 3.06	Compliance Certificates from the Issuer	49

Section 3.07	Securityholders Lists	49
Section 3.08	Preservation of Information; Communication to Holders	49
Section 3.09	Limitation on Liens	50
Section 3.10	Limitation on Sale and Lease-Back	52
Section 3.11	Reports by the Issuer and the Guarantor	52
Section 3.12	Reports by the Trustee	53
Article 4 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
Section 4.01	Event of Default Defined; Acceleration of Maturity; Waiver of Default	53
Section 4.02	Collection of Indebtedness by Trustee; Trustee May Prove Debt	56
Section 4.03	Application of Proceeds	58
Section 4.04	Suits for Enforcement	58
Section 4.05	Restoration of Rights on Abandonment of Proceedings	59
Section 4.06	Limitations on Suits by Securityholders	59
Section 4.07	Unconditional Right of Securityholders to Institute Certain Suits	59
Section 4.08	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	59
Section 4.09	Control by Securityholders	60
Section 4.10	Waiver of Past Defaults	60
Section 4.11	Trustee to Give Notice of Default, but May Withhold in Certain Circumstances	61
Section 4.12	Right of Court to Require Filing of Undertaking to Pay Costs	61
Article 5 CONCERNING THE TRUSTEE
Section 5.01	Duties and Responsibilities of the Trustee; During Default; Prior to Default	61
Section 5.02	Certain Rights of the Trustee	62
Section 5.03	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	64
Section 5.04	Trustee and Agents May Hold Securities; Collections, Etc.	64
Section 5.05	Moneys Held by Trustee	64
Section 5.06	Compensation and Indemnification of Trustee and its Prior Claim	65
Section 5.07	Right of Trustee to Rely on Officers’ Certificate, etc.	66

ii-

Section 5.08	Persons Eligible for Appointment as Trustee	66
Section 5.09	Resignation and Removal; Appointment of Successor Trustee	66
Section 5.10	Acceptance of Appointment by Successor Trustee	68
Section 5.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	69
Section 5.12	FATCA	69
Article 6 CONCERNING THE SECURITYHOLDERS
Section 6.01	Evidence of Action Taken by Securityholders	69
Section 6.02	Proof of Execution of Instruments and of Holding of Securities; Record Date	70
Section 6.03	Holders to Be Treated as Owners	70
Section 6.04	Securities Owned by Issuer Deemed Not Outstanding	70
Section 6.05	Right of Revocation of Action Taken	71
Article 7 SUPPLEMENTAL INDENTURES
Section 7.01	Supplemental Indentures Without Consent of Securityholders	71
Section 7.02	Supplemental Indentures with Consent of Securityholders	73
Section 7.03	Effect of Supplemental Indenture	74
Section 7.04	Documents to be Given to Trustee	74
Section 7.05	Notation on Securities in Respect of Supplemental Indentures	74
Section 7.06	Conformity with Trust Indenture Act of 1939	74
Article 8 CONSOLIDATION OR MERGER
Section 8.01	Issuer May Consolidate, etc., on Certain Terms	75
Section 8.02	Securities to be Secured in Certain Events	76
Section 8.03	Successor Person to be Substituted for Issuer	76
Section 8.04	Opinion of Counsel to Trustee	76
Article 9 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
Section 9.01	Satisfaction and Discharge of Indenture	77
Section 9.02	Application by Trustee of Funds Deposited for Payment of Securities	77
Section 9.03	Defeasance upon Deposit of Moneys or Government Obligations	78
Section 9.04	Repayment of Moneys Held by Paying Agent	79

iii-

Section 9.05	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	79
Section 9.06	Reinstatement	79
Article 10 MISCELLANEOUS PROVISIONS
Section 10.01	Incorporators, Stockholders, Officers and Directors of Issuer and Guarantor Exempt from Individual Liability	79
Section 10.02	Provisions of Indenture for the Sole Benefit of Parties and Securityholders	80
Section 10.03	Successors and Assigns of Issuer and Guarantor Bound by Indenture	80
Section 10.04	Notices and Demands on Issuer, Guarantor, Trustee and Securityholders	80
Section 10.05	Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein	81
Section 10.06	Payments Due on Saturdays, Sundays and Holidays	81
Section 10.07	Conflict of any Provision of Indenture with Trust Indenture Act of 1939	81
Section 10.08	New York Law to Govern; Waiver of Jury Trial	82
Section 10.09	Counterparts	82
Section 10.10	Effect of Headings	83
Section 10.11	Submission to Jurisdiction	83
Section 10.12	Electronic Means	83
Section 10.13	Force Majeure	84
Section 10.14	Consequential Damages	84
Article 11 REDEMPTION OF SECURITIES AND SINKING FUNDS
Section 11.01	Applicability of Article	84
Section 11.02	Notice of Redemption; Partial Redemptions	84
Section 11.03	Payment of Securities Called for Redemption	86
Section 11.04	Exclusion of Certain Securities from Eligibility for Selection for Redemption	87
Section 11.05	Mandatory and Optional Sinking Funds	87
Section 11.06	Optional Redemption Due to Changes in Tax Treatment	89

iv-

Article 12 GUARANTY
Section 12.01	Guaranty of Issuer’s Securities	91
Section 12.02	Unconditional Nature of Obligations	91
Section 12.03	Costs	93
Section 12.04	Consolidation, Merger, Sale of Assets	94
Section 12.05	Reimbursement of the Guarantor	95
Section 12.06	Term	96
Section 12.07	Amendments and Waivers	96
Section 12.08	Form of Guaranty	96

THIS INDENTURE, dated as of May 28, 2021, among AstraZeneca Finance LLC, a Delaware limited liability company (the “Issuer”), AstraZeneca PLC, an English public limited company, as guarantor (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),

W I T N E S S E T H:

WHEREAS, the Guarantor may issue a Guaranty in connection with the issuance of Securities by the Issuer; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the Holders thereof, the Issuer, the Guarantor and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:

Article 1

DEFINITIONS

“Agent Member” means a member of, or participant in, a Depositary.

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as of any particular time, the present value (discounted at a rate equal to the weighted average of the rate of interest of the Securities Outstanding hereunder, which in the case of Original Issue Discount Securities shall be the Yield to Maturity of such Securities (such average being weighted by the principal amount of the Securities of each series Outstanding or, in the case of Original Issue Discount Securities, such amount to be determined as provided in the definition of “Outstanding”) compounded semi-annually) of the obligation of the Guarantor or a Restricted Subsidiary for rental payments during the remaining term of any lease in respect of a Sale and Lease-Back Transaction, including in each case any period for which any such lease has been extended. Such rental payments shall not include amounts payable by or on behalf of the lessee for maintenance and repairs, insurance, taxes, assessments, water rates and similar charges.

“Authorized Officer” has the meaning specified in Section 10.12.

“Board of Directors” (1) when used with reference to the Issuer, means either the Board of Directors or any committee or member of such Board duly authorized to act hereunder of the Issuer, and (2) when used with reference to the Guarantor, means either the Board of Directors or any committee or member of such Board duly authorized to act hereunder of the Guarantor.

“Board Resolution”, (1) when used with reference to the Issuer, means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Issuer, to have been duly adopted by the Board of Directors of the Issuer and to be in full force and effect, and delivered to the Trustee, and (2) when used with reference to the Guarantor, means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Guarantor, to have been duly adopted by the Board of Directors of the Guarantor and to be in full force and effect, and delivered to the Trustee.

“Code” has the meaning specified in Section 3.02.

“Consolidated Net Tangible Assets” means the aggregate amount of consolidated total assets of the Guarantor, after deducting therefrom (a) all liabilities due within one year (other than (x) short-term borrowings and (y) long-term debt due within one year) and (b) all goodwill, trade names, trademarks, patents and other like intangibles, as shown on the audited consolidated balance sheet of the Guarantor contained in the latest annual report to shareholders of the Guarantor.

“Debt” has the meaning specified in Section 3.09.

“Event of Default” means any event or condition specified as such in Section 4.01.

“FATCA” has the meaning specified in Section 3.02.

“Guaranteed Obligations” has the meaning specified in Section 12.01.

“Guarantor” means the Person named as the “Guarantor” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person; provided that the term “Guarantor,” when used with respect to any Security or the Securities of any series, means the Persons who shall from time to time be the guarantors of such Security or the Securities of such series, respectively, as set forth in Article 12.

“Guaranty” means the guaranty of the Guaranteed Obligations by the Guarantor set forth in Article 12; provided that the term “Guaranty,” when used with respect to any Security or with respect to the Securities of any series, means a guaranty of such Guaranteed Obligations relating to such Security or of the Securities of such series, respectively, by the Guarantor as set forth in Article 12.

“Holder”, “Holder of Securities”, “Securityholder” or other similar terms mean the registered holder of any Security.

“Interest” means, when used with respect to non-interest bearing Securities, interest payable after maturity.

“Issuer” means AstraZeneca Finance LLC, a Delaware limited liability company, and, subject to Article 8, its successors and assigns.

“Officers’ Certificate” means a certificate delivered by the Issuer or the Guarantor, as applicable, to the Trustee and signed by any director or the treasurer or any deputy treasurer or any assistant treasurer and the secretary or any assistant secretary of the Issuer or the Guarantor, as applicable. Each such certificate shall comply with section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.05, if and to the extent required thereby.

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Issuer or the Guarantor, and who shall be acceptable to the Trustee. Each such opinion shall comply with section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.05, if and to the extent required thereby.

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

“principal” whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any.”

“Principal Property” means any manufacturing plant or facility or any research facility owned by the Guarantor or any Restricted Subsidiary which is located within the United Kingdom or the United States of America the gross book value (without deduction of any depreciation reserve) of which on the date as of which the determination is being made exceeds 2% of Consolidated Net Tangible Assets, except (i) any such plant or facility or research facility which, in the opinion of the Board of Directors of the Guarantor, is not of material importance to the total business conducted by the Guarantor and its Subsidiaries considered as a whole or (ii) any portion of any such property which, in the opinion of the Board of Directors of the Guarantor, is not of material importance to the use or operation of such property.

“Relevant Taxing Jurisdiction” means (i) in respect of payments by the Issuer, the United States; and (ii) in respect of payments by the Guarantor, the jurisdiction in which it is resident for tax purposes (presently the United Kingdom).

“Restricted Subsidiary” means any Wholly Owned Subsidiary of the Guarantor (i) substantially all the property of which is located within the United Kingdom or the United States of America and (ii) which owns a Principal Property; provided, however, that the term “Restricted Subsidiary” shall not include any Wholly Owned Subsidiary which is principally engaged in leasing or in financing installment receivables or which is principally engaged in financing the operations of the Guarantor and its consolidated Subsidiaries.

“Sale and Lease-Back Transaction” has the meaning specified in Section 3.10.

“Security” or “Securities” has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture.

“Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 5, shall also include any successor trustee.

“Wholly Owned Subsidiary” means any Person of which all of the outstanding stock (other than directors’ qualifying shares, if any) having by the terms thereof ordinary voting power (not dependent upon the happening of a contingency) to elect the board of directors of such Person is at the time owned or controlled directly or indirectly by the Guarantor, or by one or more Wholly Owned Subsidiaries or by the Guarantor and one or more Wholly Owned Subsidiaries.

Article 2

SECURITIES

Section 2.01 Forms Generally. The Securities of each series (including the notation thereon relating to the Guaranty) shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a resolution of the Board of Directors of each of the Issuer (with respect to the Securities) and the Guarantor (with respect to its Guaranty) (and set forth in a Board Resolution and, to the extent established pursuant to (rather than in) such resolutions, in an Officers’ Certificate detailing such establishment), or in one or more indentures supplemental hereto, in each case with such insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities, as evidenced by their execution of the Securities.

Section 2.02 Form of Global Security.

[Form of Face of Global Security]

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA FINANCE LLC

[Title of Security]

No. ____________________ CUSIP NO.

[The Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the bearer hereof as the owner of this Security for all purposes, whether or not this Security shall be overdue, and none of the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.]

[Title to this Security shall pass by delivery.]

[All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.]

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile or by electronic image scan signature.

Dated:
	AstraZeneca Finance LLC

	By:

		Name:

		Title:

[Form of Reverse of Global Security]

Year

Redemption Price

Year

Redemption Price

Year

Redemption Price For
Redemption Through
Operation of the
Sinking Fund

Redemption Price For
Redemption Otherwise
Than Through Operation
of the Sinking Fund

(a) as a result of a change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor or of any political subdivision or taxing authority thereof or therein (or in the case of a successor Person to the Issuer or the Guarantor, or any Subsidiary, of the jurisdiction in which such successor Person or Subsidiary is resident for tax purposes (and, if such successor Person or Subsidiary is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes ) or any political subdivision or taxing authority thereof or therein), or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction described above or any political subdivision thereof (or such other jurisdiction or any political subdivision thereof) is a party, which change, amendment, application, interpretation or execution becomes effective on or after ____________________ (or, in the case of a successor Person to the Issuer or the Guarantor, as applicable, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(b) as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, such jurisdiction described above or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer or the Guarantor), on or after ____________________ (or, in the case of a successor Person to the Issuer or the Guarantor, as applicable, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(c) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities),

(i) any of the Issuer (or such successor Person) or the Guarantor (or such successor Person) is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date as set forth below; or

(ii) any Subsidiary of the Issuer or the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer or the Guarantor to enable the Issuer or the Guarantor to make any payment of principal or interest in respect of the Securities and, in each case, the payment of such additional amounts in the case of (i) above or such deduction or withholding in the case of (ii) above cannot be avoided by the use of any reasonable measures available to the Issuer, the Guarantor or the Subsidiary.]

[If applicable, insert - The Securities may also be redeemed in whole but not in part upon not less than 10 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation of the Issuer or Guarantor, as applicable, or into which the Issuer or Guarantor, as applicable, is merged or to which the Issuer or the Guarantor, as applicable, conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease.]

[If applicable, insert - the Redemption Price of the Securities shall be equal to the applicable percentage of the principal amount at Stated Maturity set forth below:

If Redemption During the
12-Month Period Commencing

Redemption
Price

together with, in each case (except if the Redemption Date shall be a ________), an amount equal to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of days from but not including the preceding ____________________ to and including the Redemption Date multiplied by the difference between the Redemption Price applicable during the 12 months beginning on the ____________________ following the Redemption Date (or, in the case of a Redemption Date after _________, 100%) and the Redemption Price applicable on the Redemption Date and the denominator of which is the total number of days from but not including the _________ preceding the Redemption Date to and including the next succeeding _________. The Issuer will also pay to each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest (as set forth [on the face hereof or] in the Guaranty endorsed hereon) resulting from the payment of such Redemption Price.]

[If not applicable, delete - If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer or the Guarantor under the Securities, the Issuer or the Guarantor, as applicable, will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or withholding, shall be not less than the amounts specified in the Securities to which such Holders are entitled had no such withholding or deduction been required; provided, however, that neither the Issuer nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

(3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(4) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security;

(8) any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security;

(9) any present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing the Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Security for investment purposes only nor (B) buying the Security for resale to a third party that either is not a bank or will hold the Security for investment purposes only;

(10) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or

(11) any combination of items (1) through (10) above, nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, levies, imposts or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor is resident for tax purposes (and, if such successor Person is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes), or any political subdivision or taxing authority thereof or therein.]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance by the Issuer and/or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be $ .

The following decreases/increases in the principal amount of this Security have been made:

Date of Decrease/Increase	Decrease in Principal Amount	Increase in Principal Amount	Total Principal Amount Following such Decrease/Increase	Notation Made by on Behalf of Trustee

Section 2.03 Form of Registered Security.

[Form of Face of Registered Security]

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA FINANCE LLC
[Title of Security]

No. ____________________ CUSIP NO.

[All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.]

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile or by electronic image scan signature.

Dated:

	AstraZeneca Finance LLC

	By:

		Name:

		Title:

[Form of Reverse of Registered Security]

Year	Redemption Price	Year	Redemption Price

and thereafter at a Redemption Price equal to ________% of the principal amount, together in the case of any such redemption [if applicable, insert - (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

Year

Redemption Price For
Redemption Through
Operation of the
Sinking Fund

Redemption Price For
Redemption Otherwise
Than Through Operation
of the Sinking Fund

(a) as a result of a change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor or of any political subdivision or taxing authority thereof or therein (or in the case of a successor Person to the Issuer or the Guarantor, or any Subsidiary, of the jurisdiction in which such successor Person or Subsidiary is resident for tax purposes (and, if such successor Person or Subsidiary is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes) or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction described above or any political subdivision thereof (or such other jurisdiction or political subdivision thereof) is a party, which change, amendment, application, interpretation or execution becomes effective on or after ____________________ (or, in the case of a successor Person to the Issuer or the Guarantor, as applicable, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(b) as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, such jurisdiction or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer or the Guarantor), on or after ____________________ (or, in the case of a successor Person to the Issuer or the Guarantor, as applicable, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(c) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities),

[If applicable, insert - The Securities may also be redeemed in whole but not in part upon not less than 10 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation of the Issuer or Guarantor, as applicable, or into which the Issuer or Guarantor, as applicable, is merged or to which the Issuer or the Guarantor, as applicable, conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease.]

[If applicable, insert - the Redemption Price of the Securities shall be equal to the applicable percentage of the principal amount at Stated Maturity set forth below:

If Redemption During the
12-Month Period Commencing

Redemption Price

together with, in each case (except if the Redemption Date shall be a _________), an amount equal to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of days from but not including the preceding ____________________ to and including the Redemption Date multiplied by the difference between the Redemption Price applicable during the 12 months beginning on the ____________________ following the Redemption Date (or, in the case of a Redemption Date after ____________________, 100%) and the Redemption Price applicable on the Redemption Date and the denominator of which is the total number of days from but not including the ____________________ preceding the Redemption Date to and including the next succeeding ____________________. The Issuer will also pay to each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest (as set forth [on the face hereof or] in the Guaranty endorsed hereon) resulting from the payment of such Redemption Price.]

[If applicable, insert - Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled at his option, at any time after ____________________, to convert this Security into [Describe Securities and conversion mechanics].]

[If not applicable, delete - If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer or the Guarantor under the Securities, the Issuer or the Guarantor, as applicable, will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or withholding, shall be not less than the amounts specified in the Securities to which such Holders are entitled had no such withholding or deduction been required; provided, however, that neither the Issuer nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

(3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(4) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security;

(11) any combination of items (1) through (10) above,

nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, levies, imposts or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor is resident for tax purposes (and, if such successor Person is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes), or any political subdivision or taxing authority thereof or therein.]

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal [(and premium, if any)] or [any] interest on this Security on or after the respective due dates expressed herein [If applicable, insert - or to a suit instituted by the Holder hereof for the enforcement of the right to convert this Security in accordance with the Indenture].

[Insert if only Registered Securities may be issued - The Securities of this series are issuable only in registered form without coupons in denominations of and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]

Prior to due presentation of this Security for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Section 2.04 Form of Bearer Security.

[Form of Face of Bearer Security]

[Insert any other legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA FINANCE LLC
[Title of Security]

No. ____________________ CUSIP NO.

AstraZeneca Finance LLC, a Delaware limited liability company (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to bearer upon presentation and surrender of this Security the principal sum of ____________________ on ____________________[if the Security is to bear interest prior to Maturity, insert -, and to pay interest thereon from ____________________, 20__ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on ____________________ and ____________________ in each year] [annually in arrears on ____________________ in each year], commencing ____________________, 20__, at the rate of ____% per annum, until the principal hereof
is paid or made available for payment [if applicable, insert -; provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. [If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity, and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the date such amounts are due until they are paid or made available for payment. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal or premium which is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on overdue interest shall be payable on demand.] Such payments [(including premium, if any)] shall be made, subject to any laws or regulations applicable thereto and to the right of the Issuer (limited as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ____________________, in ____________________, in ____________________in ____________________, in ____________________ and ____________________in ____________________, or at such other offices or agencies outside the United States (as defined below) as the Issuer may designate, at the option of the Holder, by United States dollar check drawn on a bank in The City of New York or by transfer of United States dollars to an account maintained by the payee with a bank located outside the United States] [If Security is denominated and payable other than in United States dollars insert currency and method of payment]. [If Security is to bear interest prior to maturity - Interest in this Security due on or before Maturity shall be payable only upon presentation and surrender at such an office or agency of the interest coupons hereto attached as they severally mature.] No payment of principal of [, premium, if any] or interest on, this Security shall be made at any office or agency of the Issuer in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States [If Security is denominated and payable in United States dollars, insert -; provided, however, that payment of principal of [(and premium, if any)] and [if applicable, insert - any such] interest on this Security shall be made at the office of the Issuer’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in United States dollars of the full amount of such principal, [premium, if any,] or interest as the case may be, at all offices or agencies outside the United States maintained for the purpose by the Issuer in accordance with the Indenture is illegal or effectively precluded by exchange controls or other similar restrictions on the full repayment or receipt of such amounts in United States dollars, as determined by the Issuer.]

[All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.]

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile or by electronic image scan signature.

Dated:

	AstraZeneca Finance LLC

	By:
		Name:
		Title:

[Form of Reverse of Bearer Security]

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have the meaning assigned to it in such instrument), among the Issuer, the Guarantor and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any other successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [,limited in aggregate principal amount to U.S.$ _________] . The Securities of this series are issuable as Bearer Securities, with interest coupons attached, in the denomination of U.S.$ _________ [, and as Registered Securities, without coupons, in denominations of U.S.$ _________ and any integral multiple thereof]. [As provided in the Indenture and subject to certain limitations therein set forth, Bearer Securities and Registered Securities of this series are exchangeable for a like aggregate principal amount of Registered Securities of this series and of like tenor of any authorized denominations, as requested by the Holder surrendering the same, upon surrender of the Security or Securities to be exchanged, with all unmatured coupons and all matured coupons in default thereto appertaining, at any office or agency described below where Registered Securities of this series may be presented for registration of transfer; provided, however, that Bearer Securities surrendered in exchange for Registered Securities between a Record Date and the relevant Interest Payment Date shall be surrendered without the coupon relating to such Interest Payment Date. Bearer Securities may not be issued in exchange for Registered Securities.]

[If applicable, insert - The Securities of this series are subject to redemption upon not less than 10 nor more than 60 days’ notice as provided in the Indenture [if applicable, insert - (1) on _________ in any year commencing with the year ______ and ending with the year _________ through operation of the sinking fund for this series at a Redemption Price equal to [insert formula for determining amount] (with the amount in excess of 100% of the principal amount being additional interest), and (2)] at any time [if applicable, insert - on or after ____________________, 20 __], as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert - on or before _________, __%, and if redeemed] during the 12-month period beginning ____________________ of the years indicated,

Year	Redemption Price	Year	Redemption Price

Year

Redemption Price For
Redemption Through
Operation of the
Sinking Fund

Redemption Price For
Redemption Otherwise
Than Through Operation of
the Sinking Fund

and thereafter at a Redemption Price equal to _______% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States, except as herein provided otherwise).]

(a) as a result of a change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor or of any political subdivision or taxing authority thereof or therein (or in the case of a successor Person to the Issuer or the Guarantor, or any Subsidiary, of the jurisdiction in which such successor Person or Subsidiary is resident for tax purposes (and, if such successor Person or Subsidiary is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes) or any political subdivision or taxing authority thereof or therein) or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction described above or any political subdivision thereof (or such other jurisdiction or political subdivision thereof) is a party, which change, amendment, application, interpretation or execution becomes effective on or after ____________________ (or, in the case of a successor Person to the Issuer or the Guarantor, as applicable, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(b) as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, such jurisdiction or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer or the Guarantor), on or after ____________________ (or, in the case of a successor Person to the Issuer or the Guarantor, as applicable, the date on which such successor Person became such pursuant to the applicable provision of the Indenture); or

(c) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities),

[If applicable, insert - The Securities may also be redeemed in whole but not in part upon not less than 10 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation of the Issuer or Guarantor, as applicable, or into which the Issuer or Guarantor, as applicable, is merged or to which the Issuer or the Guarantor, as applicable, conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease.]

[If applicable, insert - the Redemption Price of the Securities shall be equal to the applicable percentage of the principal amount at Stated Maturity set forth below:

If Redemption During the
12-Month Period Commencing

Redemption Price

together with, in each case (except if the Redemption Date shall be a _________), an amount equal to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of days from but not including the preceding ____________________ to and including the Redemption Date multiplied by the difference between the Redemption Price applicable during the 12 months beginning on the ____________________ following the Redemption Date (or, in the case of a Redemption Date after _________, 100%) and the Redemption Price applicable on the Redemption Date and the denominator of which is the total number of days from but not including the ____________________ preceding the Redemption Date to and including the next succeeding ____________________. The Issuer will also pay to each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest (as set forth [on the face hereof or] in the Guaranty endorsed hereon) resulting from the payment of such Redemption Price.]

[If applicable, if the Security is subject to redemption of any kind, insert - In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued to the Bearer hereof upon the cancellation hereof.]

[If applicable, insert - Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled at his option, at any time after ____________________, to convert this Security into [Describe Securities and conversion mechanics].]

[If not applicable, delete - If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer or the Guarantor under the Securities, the Issuer or the Guarantor, as applicable, will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or withholding, shall be not less than the amounts specified in the Securities to which such Holders are entitled had no such withholding or deduction been required; provided, however, that neither the Issuer nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

(3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(4) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security;

(11) any combination of items (1) through (10) above,

nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, levies, imposts or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor is resident for tax purposes (and, if such successor Person is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes),, or any political subdivision or taxing authority thereof or therein.]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected [and any related coupons] under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance by the Issuer and/or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal [(and premium, if any)] or [any] interest on this Security on or after the respective due dates expressed herein [If applicable, insert - or to a suit instituted by the Holder hereof for the enforcement of the right to convert this Security in accordance with the Indenture].

The Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the bearer of a Bearer Security and any coupon appertaining thereto, and prior to due presentation of a Registered Security for registration of transfer the Person in whose name a Registered Security is registered, as the owner thereof for all purposes, whether or not the Security or coupon be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities [and any coupons] shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Section 2.05 Form of Coupon.

[Form of Face of Coupon]

[Insert any other legend required by the Internal Revenue Code and the regulations thereunder.]

ASTRAZENECA FINANCE LLC
[Title of Security]

[R ]*

No. ____________________ ____________________

Unless the Security to which this coupon appertains shall have been called for previous redemption and payment thereof duly provided for on the date set forth hereon, AstraZeneca Finance LLC (hereinafter called the “Issuer”) will pay to bearer, upon surrender hereof, the amount shown hereon (together with any additional amounts in respect thereof which the Issuer may be required to pay according to the terms of said Security and the Indenture referred to therein) at the Paying Agents set out on the reverse hereof or at such other offices or agencies (which, except as otherwise provided in the Security to which this coupon appertains, shall be located outside the United States of America (including the States and the District of Columbia), and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) (the “United States”)) as the Issuer may designate from time to time, at the option of the Holder, [by United States dollar check drawn on a bank in The City of New York or by transfer of United States dollars to an account maintained by the payee with a bank located outside the United States] [If Security is denominated and payable other than in United States dollars insert currency and method of payment], being [one year’s] interest then payable on said Security.

	AstraZeneca Finance LLC

	By:
		Name:
		Title:

*Insert if redeemable.


[Reverse of Coupon]*

* Insert names and addresses of initial Paying Agents located outside the United States.

Section 2.06 Form of Legend for Global Registered Securities.

Section 2.07 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

	The Bank of New York Mellon,as Trustee

	By
		Authorized Signatory

Section 2.08 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

(a) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);

(c) the date or dates on which the principal of the Securities of the series is payable or the method by which the date or dates shall be determined;

(e) the place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.03);

(h) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;

(j) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency (including any composite currency) in which payment of the principal and interest on the Securities of the series shall be denominated or payable, the method pursuant to which payment shall be made and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Article 1;

(n) the forms of the Securities of the series;

(o) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;

(r) any addition to, deletion from or change in the covenants set forth herein which applies to Securities of the series;

(s) whether the Securities of the series will be guaranteed by any Person or Persons in addition to the Guarantor and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed by such Person or Persons and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective additional guarantors;

(t) whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Issuer, the Guarantor or any other guarantor;

(u) the exchanges, if any, on which the Securities may be listed; and

(v) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).

Section 2.09 Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer and the Guarantor to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer contained in a Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon:

(a) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.08 by or pursuant to which the terms of the Securities were established;

(i) the form or forms and terms of such Securities have been established as required pursuant to Sections 2.01 and 2.08 in conformity with the provisions of this Indenture;

(iii) all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and

(iv) covering such other matters as the Trustee may reasonably request; and

Section 2.10 Execution of Securities and Guaranty. The Securities shall be signed on behalf of the Issuer by any two officers or directors or by one officer or director or any other authorized person designated pursuant to a Board Resolution and its secretary or any assistant secretary. The Guaranty shall be signed on behalf of the Guarantor by any two officers or by one officer or any other authorized person designated pursuant to a Board Resolution and its secretary or any assistant secretary. Such signatures may be the manual, electronic or facsimile or electronic image scan signatures of the present or any future such officers. The seal of the Issuer or the Guarantor is not required to be included on the Securities or the Guaranty, as applicable, but, if included, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities or the Guaranty, as applicable. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Guarantor who shall have signed any Guaranty endorsed on the Securities shall cease to be such officer before the Security shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guaranty had not ceased to be such officer of the Guarantor; and any Guaranty may be signed on behalf of the Guarantor by such persons as, at the actual date of the execution of such Guaranty, shall be the proper officers of the Guarantor, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

The person in whose name any Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

Section 2.13 Registration, Transfer and Exchange.

(a) Global Securities. This Section 2.13(a) shall apply only to Global Securities deposited with the Depositary unless otherwise provided as contemplated by Section 2.08.

No Global Security may be transferred except as a whole by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the holders thereof for any purpose under this Indenture.

In the event that a Global Security is surrendered for redemption in part pursuant to Section 11.02, the Issuer shall execute, the Guarantor shall endorse the Guarantee thereon and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security, in a denomination equal to the unredeemed portion of the principal of the Global Security so surrendered.

Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.03, the Issuer shall execute, the Guarantor shall endorse the Guarantee thereon and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount.

Any Security or Securities of any series may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.03, and the Issuer shall execute, the Guarantor shall endorse the Guarantee thereon and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive and bearing numbers not contemporaneously outstanding.

Article 3
COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE

Section 3.02 Additional Amounts.Unless otherwise specified in any Board Resolution establishing the terms of Securities of a series in accordance with Section 2.08, if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer or the Guarantor under the series of Securities, the Issuer or the Guarantor, as applicable, will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or withholding, shall be not less than the amounts specified in the Securities to which such Holders are entitled had no such withholding or deduction been required; provided, however, that neither the Issuer nor the Guarantor shall be required to make any payment of additional amounts for or on account of: (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if any, on, or the enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security, (ix) any present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing the Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Security for investment purposes only nor (B) buying the Security for resale to a third party that either is not a bank or will hold the Security for investment purposes only, (x) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (xi) any combination of items (i) through (x) above, and nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities.

At least 5 Business Days prior to each date on which any payment under or with respect to the Securities of any series is due and payable (unless such obligation to pay additional amounts arises after the 5^th Business Day prior to the date on which payment under or with respect to the Securities of such series is due and payable, in which case it will be promptly thereafter), if the Issuer or the Guarantor will be obligated to pay additional amounts with respect to such payment, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee an Officers’ Certificate stating that such additional amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such additional amounts to the Holders of the Securities of such series on the payment date.

(a) that it will comply with the provisions of the Trust Indenture Act of 1939 applicable to it as a paying agent;

(d) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in clause (c) above.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 9.04 and 9.05.

Section 3.06 Compliance Certificates from the Issuer. The Issuer and the Guarantor will furnish to the Trustee on or before March 31 in each year (beginning with March 31, 2022), if Securities are then Outstanding, a brief certificate (which need not comply with Section 10.05) from the principal executive, financial or accounting officer of each of the Issuer and the Guarantor as to his or her knowledge of the Issuer’s or the Guarantor’s, as applicable, compliance with all of its conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture).

Every Holder, by receiving and holding Securities, agrees with the Issuer, the Guarantor and the Trustee that neither the Issuer, the Guarantor, the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act of 1939.

Section 3.09 Limitation on Liens. (a) Nothing contained in this Indenture or in the Securities shall in any way restrict or prevent the Guarantor or any Subsidiary of the Guarantor from incurring, assuming or guaranteeing any indebtedness; provided that the Guarantor will not itself, and will not permit any of its Restricted Subsidiaries to, incur, assume or guarantee indebtedness for money borrowed (hereinafter in this Article 3 referred to as “Debt”), secured by a mortgage, pledge, security interest or lien (mortgages, pledges, security interests and liens being hereinafter in this Article 3 referred to as a “mortgage” or “mortgages”) upon any Principal Property or upon any shares of stock of or indebtedness of any Restricted Subsidiary, without effectively providing that the Securities (together with, if the Guarantor shall so determine, any other Debt of the Guarantor or such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities) shall be secured equally and ratably with (or prior to) such Debt, so long as such Debt shall be so secured, except that this Section 3.09(a) shall not apply to Debt secured by:

(i) mortgages on property, shares of stock or indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary of the Guarantor;

(iii) mortgages which secure Debt owing to the Guarantor or to any of its Restricted Subsidiaries by any of the Guarantor’s Restricted Subsidiaries or the Guarantor;

(iv) mortgages existing as of May 28, 2021;

(vi) mortgages on property owned or held by any Person or on shares of stock or indebtedness of any Person, in either case existing at the time such Person is merged into or consolidated or amalgamated with either the Guarantor or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Guarantor or a Restricted Subsidiary;

(vii) mortgages arising by operation of law and not securing amounts more than ninety (90) days overdue or otherwise being contested in good faith;

(viii) mortgages arising solely by operation of law over any credit balance or cash held in any account with a financial institution;

(ix) rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for the benefit of the Guarantor and/or any Restricted Subsidiary;

(xii) mortgages securing taxes or assessments or other applicable governmental charges or levies;

(xiv) mortgages in favor of the Guarantor or any Subsidiary of the Guarantor; and

(xv) any mortgages, pledges, security interests and liens in favor of the Trustee in any of its capacities hereunder.

The following types of transactions shall not be deemed to create Debt secured by a mortgage within the meaning of those terms as defined above:

(i) mortgages of property of the Guarantor or any of its Restricted Subsidiaries in favor of the United States or any State thereof, or the United Kingdom of Great Britain and Northern Ireland, or any other country, or any political subdivision of any of the foregoing, or any department, agency or instrumentality of any of the foregoing, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute including, without limitation, mortgages to secure Debt of the pollution control or industrial revenue bond type, or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of the property subject to such mortgages.

(b) Notwithstanding the provisions of clause (a) of this Section 3.09, the Guarantor or any of its Restricted Subsidiaries may incur, assume or guarantee Debt secured by a mortgage or mortgages which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other such Debt of the Guarantor and its Restricted Subsidiaries and their Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (other than Attributable Debt in respect of Sale and Lease-Back Transactions permitted because the Guarantor or any Restricted Subsidiary would be entitled to incur, assume or guarantee such Debt secured by a mortgage on the property to be leased without equally and ratably securing the Securities pursuant to clause (a) of this Section 3.09 and other than Sale and Lease-Back Transactions, the proceeds of which have been applied in accordance with clause (ii) of Section 3.10(a)) does not at the time exceed 15% of Consolidated Net Tangible Assets.

Section 3.10 Limitation on Sale and Lease-Back. (a) The Guarantor will not itself, and it will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person providing for the leasing by the Guarantor or such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years and except for leases between the Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries) which has been or is to be sold or transferred by the Guarantor or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”) unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such Sale and Lease-Back Transactions plus all Debt of the Guarantor or any of its Restricted Subsidiaries incurred, assumed or guaranteed and secured by a mortgage or mortgages (with the exception of Debt secured by a mortgage or mortgages on property that the Guarantor or a Restricted Subsidiary would be entitled to incur, assume or guarantee without equally and ratably securing the Securities pursuant to Section 3.09(a)) does not exceed 15% of Consolidated Net Tangible Assets. This Section 3.10 shall not apply to any Sale and Lease-Back Transaction if:

(i) the Guarantor or such Restricted Subsidiary would be entitled to incur, assume or guarantee Debt secured by a mortgage or mortgages on the Principal Property to be leased without equally and ratably securing the Securities pursuant to Section 3.09(a); or

(ii) the Guarantor within the twelve months preceding the sale or transfer or the twelve months following the sale or transfer, regardless of whether such sale or transfer may have been made by the Guarantor or by any of its Restricted Subsidiaries, applies, in the case of the sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the Principal Property so leased at the time of entering into such arrangement (as determined by the Board of Directors of the Guarantor), (1) to the retirement (other than any retirement of Debt owed to the Guarantor or any of its Restricted Subsidiaries or any retirement of Debt subordinated to the Securities) of indebtedness for money borrowed, incurred or assumed by the Guarantor or any Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such Debt or (2) to investment in any Principal Property or Principal Properties.

Section 3.11 Reports by the Issuer and the Guarantor. Each of the Issuer and the Guarantor covenants to file with the Trustee, within 15 days after the Issuer or the Guarantor, as applicable, is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports which the Issuer or the Guarantor, as applicable, may be required to file with the Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantor’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which any Securities are listed, with the Commission and with the Issuer. The Issuer or the Guarantor will notify the Trustee when the Securities are listed on any securities exchange.

Article 4
REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

(d) default in the performance or breach of any covenant or warranty of the Issuer or the Guarantor in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer or the Guarantor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or the Guarantor or for any substantial part of the property of the Issuer or the Guarantor or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) ordering the winding up or liquidation of the Issuer’s or the Guarantor’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(f) the Issuer or the Guarantor shall institute proceedings to be adjudicated a bankrupt or insolvent, or the Issuer or the Guarantor shall consent to the institution of bankruptcy or insolvency proceedings against itself or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the passing of a resolution that the Issuer or the Guarantor be wound up or the filing of a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or similar law of the United States of America or the United Kingdom, or the consent by the Issuer or the Guarantor to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or the Guarantor or for any substantial part of the Issuer’s or the Guarantor’s property, or make any general assignment for the benefit of creditors; or

(g) the Guaranty of the Guarantor ceases to be in full force or effect or the Guarantor denies or disaffirms its obligations under the Guaranty; or

(h) any other Event of Default provided in the supplemental indenture or resolution of the Board of Directors of the Issuer under which such series of Securities is issued or in the form of Security for such series.

If an Event of Default described in clauses (a), (b), (c) or (d) (if the Event of Default under clause (d) is with respect to less than all series of Securities then Outstanding), (g) or (h) above occurs and is continuing with respect to a series of Securities, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Issuer and the Guarantor (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses (d) (if the Event of Default under clause (d), is with respect to all series of Securities then Outstanding), (e) or (f) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the Issuer and the Guarantor (and to the Trustee if given by Securityholders), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence, willful misconduct or bad faith, and if any and all Events of Default under this Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of such series, each series voting as a separate class (or of all the Securities, as the case may be, voting as a single class), then Outstanding, by written notice to the Issuer, the Guarantor and to the Trustee, may waive all defaults with respect to such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under any applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer, the Guarantor or such other obligor on the property of the Issuer, the Guarantor or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer, the Guarantor or other obligor upon the Securities of any series, or to the creditors or property of the Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, willful misconduct or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer, the Guarantor or other obligor upon the Securities of any series, or to the creditors or property of the Issuer, the Guarantor or such other obligor,

Section 4.03 Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series of Securities or, after an Event of Default, any money or other property distributable in respect of the Issuer’s or the Guarantor’s obligations under this Indenture shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such money or other property on account of principal or interest, upon presentation of the several Securities in respect of which money or other property have been collected and stamping thereon or otherwise noting the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:

FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully entitled thereto.

Section 4.05 Restoration of Rights on Abandonment of Proceedings. In case the Trustee or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or such Holder, then and in every such case the Issuer, the Guarantor, the Trustee and such Holder shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Guarantor, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

Section 4.10 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Securities of any series as provided in Section 4.01, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding may on behalf of the Holders of all the Securities of such series waive any past default or Event of Default described in clauses (g) or (h) of Section 4.01, or, in the case of an event specified in clause (d) of Section 4.01 (if the Event of Default under clause (d) relates to less than all series of Securities then Outstanding), the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding affected thereby (each series voting as a separate class) may waive any such default or Event of Default, or, in the case of an event specified in clauses (d) (if the Event of Default under clause (d) relates to all series of Securities then Outstanding), (e) or (f) of Section 4.01 the Holders of Securities of a majority in principal amount of all the Securities then Outstanding (voting as one class) may waive any such default or Event of Default, and its consequences except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Guarantor, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, and such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Article 5
CONCERNING THE TRUSTEE

Section 5.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default.

(a) Except during the continuance of an Event of Default with respect to the Securities of a series:

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Subsection (c) shall not be construed to limit the effect of Subsections (a) or (d) of this Section;

(d) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 5.01.

(f) The provisions of this Section 5.01 are in furtherance of and subject to sections 315 and 316 of the Trust Indenture Act of 1939.

Section 5.02 Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 5.01:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by a Company Order (unless other evidence in respect thereof be herein specifically prescribed), and any resolution of the Board of Directors of the Issuer may be evidenced to the Trustee by a Board Resolution;

(c) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon;

(d) the Trustee shall be under no obligation to exercise any of the rights, trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security and/or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction;

(e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys;

(h) the Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default with respect to the Securities, unless either (1) solely with respect to a default or Event of Default pursuant to Sections 4.01(a), (b) or (c), and if the Trustee is also acting as Paying Agent with respect to the Securities, a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default from the Issuer or any Holder is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee and such notice references the Securities and this Indenture;

(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; provided, however, only the Trustee, and not any agent, custodian or other Person employed to act hereunder, shall be held to a prudent person standard upon the occurrence of and during an Event of Default;

(j) the Trustee may request that the Issuer and the Guarantor deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and

(k) the permissive rights of the Trustee enumerated herein shall not be construed as duties.

Section 5.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer or the Guarantor, as applicable, and neither the Trustee nor any Authenticating Agent assumes any responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer or the Guarantor of any of the Securities or of the proceeds thereof. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture unless specified in a separate agreement between the Trustee and the Issuer. The Trustee shall have no duty to monitor or investigate the Issuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture.

Section 5.04 Trustee and Agents May Hold Securities; Collections, Etc. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Issuer or the Guarantor, or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and the Guarantor and receive, collect, hold and retain collections from the Issuer or the Guarantor with the same rights it would have if it were not the Trustee or such agent.

Section 5.05 Moneys Held by Trustee. Subject to the provisions of Section 9.04 and Section 10.04, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer, the Guarantor or the Trustee shall be under any liability for interest on any moneys received by it hereunder. If and when the Trustee shall be or become a creditor of the Issuer (or any other obligor on the Securities, including the Guarantor), the Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding the collection of claims against the Issuer (or any such other obligor, including the Guarantor).

Section 5.06 Compensation and Indemnification of Trustee and its Prior Claim.

Each of the Issuer and the Guarantor covenants and agrees:

(a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, compensation as the Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance may arise from its negligence or willful misconduct; and

(c) to indemnify the Trustee and each predecessor Trustee for and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee or any recoverable taxes including indirect taxes and VAT taxes), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee’s own negligence or willful misconduct.

As security for the performance of the obligations of the Issuer and the Guarantor under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities.

Section 5.07 Right of Trustee to Rely on Officers’ Certificate, etc. Subject to Section 5.01, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate and/or an Opinion of Counsel delivered to the Trustee, and such certificate, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 5.08 Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a Person organized and doing business under the laws of the United States of America or of any State thereof or the District of Columbia having a combined capital and surplus of at least $50,000,000, and which is eligible in accordance with the provisions of section 310(a) of the Trust Indenture Act of 1939. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a Federal, State or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 5.09. The Trustee shall comply with Section 310(b) of the Trust Indenture Act of 1939; provided, however, that there shall be excluded from the operation of section 310(b)(1) of the Trust Indenture Act of 1939 any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in section 310(b)(1) of the Trust Indenture Act of 1939 are met, including the Indenture, dated as of April 1, 2004 between AstraZeneca PLC and the Trustee (as successor trustee to JPMorgan Chase Bank), and the Indenture, dated as of May 28, 2021, between AstraZeneca PLC and the Trustee.

Section 5.09 Resignation and Removal; Appointment of Successor Trustee.

(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and the Guarantor and by giving written notice thereof to Holders of the applicable series of Securities at their last addresses as they shall appear on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Issuer, the Guarantor or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months;

(ii) the Trustee shall cease to be eligible in accordance with the provisions of section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Securityholder;

(iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(iv) the Trustee shall fail to perform its obligations to the Issuer and the Guarantor under this Indenture in any material respect,

(c) The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer and the Guarantor the evidence provided for in Section 6.01 of the action in that regard taken by the Securityholders.

(d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.09(b) shall become effective upon acceptance of appointment by the successor trustee as provided in Section 5.10.

(e) At any time there shall be only one Trustee with respect to the Securities.

Section 5.10 Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 5.09 shall execute and deliver to the Issuer, the Guarantor and to the predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer, the Guarantor or of the successor trustee, upon payment of any amounts due to it pursuant to Section 5.06, the trustee ceasing to act shall, subject to Section 9.04 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer and the Guarantor shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 5.06.

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the Guarantor, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.

Section 5.11 Merger, Conversion, Consolidation or Succession to Business of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such Person shall be eligible under the provisions of Section 5.08 without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 5.12 FATCA. Notwithstanding any other provision of this Indenture, the Trustee shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Securities, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.

Article 6
CONCERNING THE SECURITYHOLDERS

Section 6.01 Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series of the Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Trustee, the Issuer and the Guarantor, if made in the manner provided in this Article.

Section 6.02 Proof of Execution of Instruments and of Holding of Securities; Record Date. Subject to Section 5.01, the execution of any instrument by a Securityholder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the Security register or by a certificate of the registrar thereof. The Issuer may, but shall not be obligated to, set a record date for purposes of determining the identity of Securityholders of any series entitled to vote or consent to any action referred to in Section 6.01, which record date may be set at any time or from time to time by notice to the Trustee. If a record date is fixed, then notwithstanding Section 6.01 and Section 6.05, those persons who were Securityholders at such record date (or their duly designated proxies), and only those persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such persons continue to be Securityholders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

Section 6.03 Holders to Be Treated as Owners. The Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may deem and treat the person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and none of the Issuer, the Guarantor or the Trustee or any agent of the Issuer, the Guarantor or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

Section 6.04   Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any request, demand, authorization, direction, notice, consent, waiver or other action by Securityholders under this Indenture, Securities which are owned by the Issuer, the Guarantor or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, the Guarantor or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such action only Securities which a Responsible Officer the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer, the Guarantor or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, the Guarantor or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly Officers’ Certificates listing and identifying all Securities, if any, known by the Issuer and the Guarantor to be owned or held by or for the account of any of the above-described persons; and, subject to Section 5.01, the Trustee shall be entitled to accept such Officers’ Certificates as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

Section 6.05 Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number or other distinguishing symbol of which is shown by the evidence to be included among the serial numbers or other distinguishing symbols of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Guarantor, the Trustee and the Holders of all the Securities affected by such action.

Article 7
SUPPLEMENTAL INDENTURES

Section 7.01 Supplemental Indentures Without Consent of Securityholders. The Issuer and the Guarantor, when authorized by resolutions of their respective Board of Directors (or any committee authorized by the Board of Directors or officer authorized by such Board of Directors or committee), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force on the date of the execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;

(b) to evidence the succession of another Person to the Issuer or the Guarantor, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer and/or the Guarantor, as the case may be, pursuant to Article 8;

(c) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10;

(d) to add to the covenants of the Issuer or the Guarantor such further covenants, restrictions, conditions or provisions (and if such further covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series) as the Board of Directors of the Issuer or the Guarantor and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;

(e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture;

(f) to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors of the Issuer or the Guarantor may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect;

(g) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.08;

(h) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; and

(i) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no Security Outstanding.

The Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 7.02 Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (each affected series voting as a separate class), the Issuer and the Guarantor, each when authorized by resolutions of its respective Board of Directors (or any committee authorized by the Board of Directors or officer authorized by such Board of Directors or committee) and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest, if any, thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.01 or the amount thereof provable in bankruptcy pursuant to Section 4.02, or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder without the consent of the Holder of each Security so affected, (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected, (c) change in any manner adverse to the Holders of the Securities the terms and conditions of the obligations of the Guarantor in respect of the Guaranty, without the consent of the Holder of each Security so affected or (d) change in any manner adverse to the Holders of the Securities the terms and conditions of the obligations of the Issuer in respect of the due and punctual payment of the principal thereof and interest thereon or any sinking fund payments provided in respect thereof, in each case without the consent of the Holder of each Security so affected.

Upon the request of the Issuer accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer shall mail a notice thereof by first class mail or as otherwise provided by the customary practices and procedures of the Depositary, including through electronic delivery, to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the Security register setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 7.03 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer, the Guarantor and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.04 Documents to be Given to Trustee. The Trustee, subject to the provisions of Section 5.01, shall receive Officers’ Certificates and Opinions of Counsel, as appropriate, as conclusive evidence that any supplemental indenture executed pursuant to this Article 7 is authorized and permitted by this Indenture and complies with the applicable provisions of this Indenture and an Opinion of Counsel to the effect that such supplemental indenture is enforceable against the Issuer in accordance with its terms, subject to then customary exceptions. The Trustee may, but will not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, or immunities under this Indenture or otherwise.

Section 7.05 Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture. If the Issuer, the Guarantor or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer and the Guarantor, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Issuer and the Guarantor, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

Section 7.06 Conformity with Trust Indenture Act of 1939. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act of 1939.

Article 8
CONSOLIDATION OR MERGER

Section 8.01 Issuer May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Issuer with or into any other Person (whether or not affiliated with the Issuer), or successive amalgamations, reconstructions, consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties; provided, however, that the Person formed by such amalgamation, restructuring or consolidation, or into which the Issuer shall merge, is organized and validly existing under the laws of any state of the United States, the United Kingdom or another jurisdiction that is a member country of the Organization for Economic Cooperation and Development (or any successor thereto) and provided further that the Issuer hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation or merger, (i) unless the surviving Person is the Issuer, the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer (including, if applicable, submission to jurisdiction), shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged, (ii) unless the surviving Person is the Issuer, the Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guaranty shall apply to the successor’s obligations under the Securities and this Indenture, and (iii) if the Person formed by such amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged, is resident for tax purposes elsewhere than the United States (and, if such Person is treated as a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes), such Person shall, in such supplemental indenture, agree that if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction in which it is resident for tax purposes or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by such successor Person under the Securities, such Person will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture or, as the case may be, pursuant to the Securities, after such deduction or withholding, shall be not less than the amounts specified in the Securities, to which such Holders or the Trustee are entitled had no such withholding or deduction been required; provided, however, that the successor Person shall not be required to make any payment of additional amounts for or on account of (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, such jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with such jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if any, on, or the enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or the beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or beneficial owner’s nationality, residence, identity or connection with such jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by FATCA, any current or future U.S. Treasury regulations or rulings promulgated thereunder, any IGA, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security, (ix) any present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing the Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Security for investment purposes only nor (B) buying the Security for resale to a third party that either is not a bank or will hold the Security for investment purposes only, (x) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security, or (xi) any combination of clauses (i) through (x) above, and nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities.

For the avoidance of doubt, nothing contained in this Indenture or in any of the Securities shall prevent any sale, transfer or conveyance of the property of the Issuer as an entirety or substantially as an entirety (not involving an amalgamation, reconstruction, consolidation or merger of the Issuer) without compliance with this Section 8.01, including, but not limited to, any such sale, transfer or conveyance that represents or is done in furtherance of the intended use of proceeds for the respective series of the Securities.

Section 8.02 Securities to be Secured in Certain Events. If, upon any such amalgamation, reconstruction, consolidation or merger of the Issuer with or into any other Person, any Principal Property of the Guarantor or of any of its Restricted Subsidiaries or any shares of stock or indebtedness of any such Restricted Subsidiary would thereupon become subject to any mortgage, pledge or lien which would be prohibited by Section 3.09, the Issuer, prior to such amalgamation, reconstruction, consolidation, merger, will secure the Securities, equally and ratably with any other obligations of the Issuer then entitled thereto, by a direct lien on all such property equally and ratably with all such mortgages, pledges or liens.

Section 8.03 Successor Person to be Substituted for Issuer. In case of any such amalgamation, reconstruction, consolidation or merger and following such an assumption by the successor Person, such successor Person shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein, and the Issuer shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer, all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof, and shall have the benefit of the Guaranty as at the date of execution hereof. In case of any such amalgamation, reconstruction, consolidation or merger, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Section 8.04   Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Section 5.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such amalgamation, reconstruction, consolidation or merger, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Article 9
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.01 Satisfaction and Discharge of Indenture. If at any time (a) the Issuer shall have paid or caused to be paid the principal of and interest, if any, on all the Securities of any series Outstanding hereunder as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Outstanding Securities of any series theretofore authenticated or (c) (i) all the Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.05) or Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, sufficient, without reinvestment, and, in the case of a deposit of Government Obligations, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Outstanding Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and interest, if any, due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series and the related Guaranty of the Guarantor (except as to (i) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest, if any, thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, from funds deposited with the Trustee, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest, if any, on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. At such time as the Issuer shall have effected such satisfaction and discharge of this Indenture with respect to any series of Securities, the Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guaranty of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuer, the Guarantor or the Trustee and without the consent of the Holders of any Securities.

Section 9.02 Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 9.04 and Section 9.05, all moneys deposited with the Trustee pursuant to Section 9.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer acting as paying agent), to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest, if any; but such money need not be segregated from other funds except to the extent required by law.

Section 9.03 Defeasance upon Deposit of Moneys or Government Obligations. At the Issuer’s option, either (a) the Issuer shall be deemed to have been Discharged (as defined below) from its obligations with respect to any series of Securities on the 91st day after the applicable conditions set forth below have been satisfied or (b) the Issuer shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 3.08, 3.09, 3.10, and, insofar as such Sections require compliance with Sections 3.08, 3.09 or 3.10, Sections 8.01, 8.02 and 8.03 and non-compliance with such Sections shall not give rise to any Event of Default under Section 4.01(d), with respect to any series of Securities at any time after the applicable conditions set forth below have been satisfied:

(i) the Issuer shall have deposited or caused to be deposited irrevocably with the Trustee or its agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) money in an amount, or (B) Government Obligations of the government in the currency of which the Securities of such series are denominated which through the payment of interest thereon and principal thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination of (A) and (B), sufficient, without reinvestment, in the opinion (with respect to (B) and (C)) of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) of, and interest on, the outstanding Securities of such series on the dates such installments of interest or principal are due or to and including the redemption date irrevocably designated by the Issuer pursuant to subparagraph (iv) hereof;

(ii) no Event of Default or event which with notice or lapse of time would become an Event of Default under Section 4.01(e) or (f) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(iii) in the case of the Securities of such series being discharged pursuant to clause (a) only, the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in this Indenture relating to the defeasance, have been complied with and an Opinion of Counsel to the effect that the Holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to the same U.S. federal income tax as would be the case if the defeasance did not occur or a ruling to that effect received from or published by the U.S. Internal Revenue Service;

(iv) if the Issuer has deposited or caused to be deposited money or Government Obligations to pay or discharge the principal of and interest on the Outstanding Securities of a series to and including a redemption date pursuant to subparagraph (i) hereof, such redemption date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Order that the Trustee give notice of such redemption in the name and at the expense of the Issuer not less than 10 nor more than 60 days prior to such redemption date in accordance with Section 11.02; and

(v) the Issuer shall have delivered to the Trustee and Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in this Indenture relating to the defeasance, have been complied with.

“Discharged” means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Securities of such series to receive, from the trust fund described in clause (i) above, payment of the principal of and the interest on such Securities when such payments are due; (B) the Issuer’s obligations, as the case may be, with respect to such Securities under Sections 2.13, 2.14, 3.03 and 3.05; and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder. At such time as the Issuer shall be Discharged with respect to any series of Securities, the Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guaranty of the Securities of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuer, the Guarantor or the Trustee and without the consent of the Holders of any Securities.

Section 9.04 Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer, be repaid to the Issuer or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys.

Section 9.05 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest, if any, on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

Section 9.06 Reinstatement. If the Trustee is unable to apply any money or Government Obligations in accordance with Section 9.01 or Section 9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes (and the Guarantor’s obligations under its Guaranty) shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.01 or 9.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 9.01or 9.03; provided that, if the Issuer or the Guarantor has made any payment of principle of or interest on the Securities of any series because of the reinstatement of its obligations, the Issuer or the Guarantor, as applicable, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee or Paying Agent.

Article 10
MISCELLANEOUS PROVISIONS

Section 10.01 Incorporators, Stockholders, Officers and Directors of Issuer and Guarantor Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, including the Guaranty, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Issuer or the Guarantor or of any successor of the Issuer or the Guarantor, as applicable, either directly or through the Issuer, the Guarantor or any successor of the Issuer or the Guarantor, as applicable, under any rule of law,statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities, including the Guaranty, by the Holders thereof and as part of the consideration for the issue of the Securities, including the Guaranty. Nothing in this Section shall be deemed to alter the obligations of the Issuer or the Guarantor under the Securities, including the Guaranty.

Section 10.02 Provisions of Indenture for the Sole Benefit of Parties and Securityholders. Nothing in this Indenture, including the Guaranty, or in the Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

Section 10.03 Successors and Assigns of Issuer and Guarantor Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not. All the covenants, stipulations, promises and agreements in this Indenture and the Guaranty by or on behalf of the Guarantor shall bind its successors and assigns, whether so expressed or not.

Section 10.04 Notices and Demands on Issuer, Guarantor, Trustee and Securityholders. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer or the Guarantor may be given or served by being deposited postage prepaid, first-class mail or by overnight air courier guaranteeing next day delivery (except as otherwise specifically provided herein) addressed (until another address of the Issuer or the Guarantor is filed by the Issuer or the Guarantor, as the case may be, with the Trustee) to AstraZeneca PLC, 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA England, in the case of the Guarantor, and to AstraZeneca Finance LLC, 1209 Orange Street, Wilmington, Delaware 19801, United States of America, in the case of the Issuer. Any notice, direction, request or demand by the Issuer, the Guarantor or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given, made or furnished to or filed with, for all purposes, if given, made or furnished to or filed with the Trustee at the Corporate Trust Office.

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer, the Guarantor and Securityholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Section 10.05 Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel such action is authorized or permitted by this Indenture and that all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

Section 10.08 New York Law to Govern; Waiver of Jury Trial. This Indenture, including the Guaranty, and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

EACH OF THE ISSUER, THE GUARANATOR AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 10.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 10.11 Submission to Jurisdiction. Each of the Issuer and the Guarantor agrees that any legal suit, action or proceeding arising out of or relating to this Indenture or the Securities (or the Guaranty) may be instituted in any state or federal court in the State and County of New York, United States of America, waives to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Guarantor hereby designates CT Corporation System as the Guarantor’s authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon said agent at its office at 28 Liberty Street, New York, New York 10005 (or at such other address in the Borough of Manhattan, The City of New York, as such agent may designate by written notice to the Issuer and the Trustee), and written notice of said service to the Guarantor, mailed or delivered to them, at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA England, attention of the Secretary (until another address of the Issuer or the Guarantor is filed by the Issuer or the Guarantor with the Trustee) shall be deemed in every respect effective service of process upon the Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Guarantor, whether or not the Guarantor shall then be doing, or at any time shall have done, business within the State of New York, and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in such state, and waives all claim of error by reason of any such service. Said designation and appointment shall be irrevocable until this Indenture shall have been satisfied and discharged in accordance with Article 9.

Section 10.12 Electronic Means.

(a) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by or on behalf of an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by or on behalf of such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers (or employees of the Issuer or the Guarantor acting on behalf of Authorized Officers) transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer.

Article 11
REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.03 Payment of Securities Called for Redemption. If notice of redemption has been given as provided above, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued, if any, to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue and, except as provided in Sections 5.05 and 9.05, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that any semi-annual payment of interest becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.12.

Upon presentation of any Security redeemed in part only, the Issuer and Guarantor shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities;provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 4.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Section 11.06 Optional Redemption Due to Changes in Tax Treatment. (a) Unless otherwise provided in the Securities of the relevant series, if:

(i) as the result of any change in or any amendment to the laws or any regulations or rulings promulgated thereunder of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor or of any political subdivision or taxing authority thereof or therein, or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of an amendment to, any treaty or treaties affecting taxation to which such Relevant Taxing Jurisdiction or any political subdivision thereof is a party, which change, amendment, application, interpretation or execution becomes effective on or after the date specified for such series pursuant to Section 2.08, or

(ii) as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, such jurisdiction described above or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer or the Guarantor), which action is taken or brought on or after the date specified for such series pursuant to Section 2.08, or

either:

(x) the Issuer or the Guarantor is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date; or

(y) any Subsidiary of the Issuer or the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer or the Guarantor to enable the Issuer or the Guarantor to make any payment of principal or interest in respect of the Securities,

and in either case the payment of such additional amounts in the case of (x) above or such deduction or withholding in the case of (y) above cannot be avoided by the use of any reasonable measures available to the Issuer or the Guarantor, or

(iv) the Person formed by a consolidation of the Issuer or Guarantor, as applicable, or into which the Issuer or Guarantor, as applicable, is merged or to which the Issuer or the Guarantor, as applicable, conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder of a Security additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease, the Issuer may, at its option, redeem such series of Securities in whole at any time (except in the case of a series having a variable rate of interest, which may be redeemed on any interest payment date) at a redemption price equal to 100 per cent of the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the redemption price specified by the terms of each series of such Securities). Prior to any redemption of such a series of Securities pursuant to this Section 11.06(a), the Issuer shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section 11.06(a) have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to become effective on or before the next succeeding date for payment of principal or interest.

(b) Unless otherwise provided in the Securities of the relevant series, if (1) there has been an amalgamation, reconstruction, consolidation, merger or other transaction concerning the Issuer or the Guarantor permitted by Section 8.01 or Section 12.04 and (2) as the result of: (i) any change in or any amendment to the laws or any regulations or rulings thereunder of the jurisdiction in which such successor Issuer or successor Guarantor is resident for tax purposes (and, if such successor Issuer or successor Guarantor is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Issuer or successor Guarantor shall be treated as a “resident” of the United States for U.S. federal income tax purposes) or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of an amendment to, any treaty or treaties affecting taxation to which such jurisdiction or any political subdivision thereof is a party, which change, amendment, application, interpretation or execution becomes effective on or after the date of such transaction or assumption, or (ii) any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in such jurisdiction or any political subdivision thereof (whether or not such action was taken or brought with respect to the successor Issuer or the successor Guarantor), which action is taken or brought on or after the date of such transaction or assumption, or (iii) any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities), either (1) the successor Issuer or the successor Guarantor is or would be required to pay additional amounts with respect to the Securities, on the next succeeding Interest Payment Date, or (2) any Subsidiary of the successor Issuer or the successor Guarantor is or would be required to deduct or withhold tax on any payment to the successor Issuer or the successor Guarantor to enable the successor Issuer or the successor Guarantor to make any payment of principal or interest in respect of the Securities, and in either case the payment of such additional amounts in the case of (1) above or such deduction or withholding in the case of (2) above cannot be avoided by the use of any reasonable measures available to the successor Issuer or the successor Guarantor, the Issuer or the successor Issuer (as the case may be) may, at its option, redeem such series of Securities in whole at any time (except in the case of a series having a variable rate of interest, which may be redeemed on any interest payment date) at a redemption price equal to 100 per cent of the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the redemption price specified by the terms of each series of such Securities). Prior to any redemption of such a series of Securities pursuant to this Section 11.06(b), the Issuer or the successor Issuer (as the case may be) shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer or the successor Issuer (as the case may be) to redeem such Securities pursuant to this Section 11.06(b) have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to become effective on or before the next succeeding date for payment of principal or interest.

Article 12
GUARANTY

Section 12.01 Guaranty of Issuer’s Securities. The Guarantor hereby fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee (a) the prompt payment by the Issuer of the outstanding principal of such Security when and as the same shall become due, whether at the stated maturity thereof, by acceleration or otherwise, (b) the prompt payment by the Issuer of any interest and any premium, payable with respect to the outstanding principal of such Security when and as the same shall become due, whether at the stated maturity thereof, by acceleration or otherwise and (c) the payment of all other sums owing from the Issuer under such Security and this Indenture when and as the same shall become due. The payment obligations identified in subparagraphs (a) through (c) being collectively referred to herein as the “Guaranteed Obligations.” All payments by the Guarantor shall be made in lawful money of the United States of America. The Guaranty shall be unsecured and shall rank equally with other unsecured and unsubordinated indebtedness for borrowed money of the Guarantor.

Section 12.02 Unconditional Nature of Obligations. Except as otherwise provided in Section 12.07 of this Guaranty, the obligations of the Guarantor under this Guaranty shall be absolute and unconditional and shall remain in full force and effect until the entire Guaranteed Obligations shall have been paid, and except as specifically otherwise provided in this Guaranty, such obligation shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor:

(1)

the waiver, surrender, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Issuer under the Security of any series;

(2)

the failure to give notice to the Guarantor of the occurrence of an Event of Default with respect to a Security of any series;

(3)

the waiver, compromise or release of the payment, performance or observance by the Issuer or by the Guarantor, respectively, of any or all of the obligations, covenants or agreements of either of them contained in a Security of any series or the Guaranty, as the case may be;

(4)

the extension of the time for payment of any principal or interest or for any other payment under a Security of any series or of the time for performance of any other obligations, covenants or agreements under or arising out of this Indenture;

(5)

the modification, amendment or alteration (whether material or otherwise) of any obligation, covenant or agreement applicable to a Security of any series;

(6)

the taking or the omission of any of the actions referred to in a Security of any series, including any acceleration of sums owing thereunder;

(7)

any failure, omission, delay or lack on the part of a Holder or the Trustee to enforce, assert or exercise any right, power or remedy conferred on it with respect to such Security of any series or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor;

(8)

the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Guarantor or the Issuer or any of the respective assets of either of them, or any allegation or contest of the validity of this Guaranty in any such proceeding and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of a Security of any series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Security or the Guaranty, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made;

(9)

any defense based upon any legal disability of the Issuer or, to the extent permitted by law, any release, discharge, reduction or limitation of or with respect to any sums owing by the Issuer or any other liability of the Issuer to a Holder or the Trustee;

(10)

to the extent permitted by law, the release or discharge by operation of law of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty;

(11)

the default or failure of the Guarantor fully to perform any of its obligations set forth in this Guaranty; or

(12)

the invalidity of the Security of any series or any part thereof or any defense which the Issuer may have against a Holder or the Trustee.

For the avoidance of doubt, the Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

If any payment by the Issuer to the Trustee or a Holder is rescinded or must be returned by the Trustee or such Holder, as applicable, the obligations of the Guarantor hereunder shall be reinstated with respect to such payment.

No set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or nature which the Guarantor has or may have against the Trustee or a Holder shall be available hereunder to the Guarantor against the Trustee or such Holder to reduce the payments to it under Section 12.01.

The Guarantor assumes responsibility for being and remaining informed of the financial condition of the Issuer and of all other circumstances bearing upon the risk of non-payment of amounts owing under any series of the Securities which diligent inquiry would reveal and agrees that neither the Trustee nor any Holder shall have a duty to advise the Guarantor of information known to it regarding such condition or any such circumstances.

In the event of a default in the payment of the amounts guaranteed pursuant to the terms hereof when and as the same shall become due, the Guarantor is obligated to make the scheduled payment immediately and, if it does not, the Trustee (on behalf of the Holders of the Securities) shall have the right to proceed first and directly against the Guarantor under the Guaranty without proceeding against the Issuer or exhausting any other remedies which it may have.

Section 12.03 Costs. The Guarantor agrees to pay all costs, expenses and fees, including all reasonable attorneys’ fees, which may be incurred by the Trustee in enforcing or attempting to enforce this Guaranty following any default on the part of the Guarantor hereunder, whether the same shall be enforced by suit or otherwise.

Section 12.04 Consolidation, Merger, Sale of Assets.

(a) Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Guarantor with or into any other Person (whether or not affiliated with the Guarantor), or successive amalgamations, reconstructions, consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of the Guarantor as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided, however, that the Person formed by such amalgamation, restructuring or consolidation, or into which the Guarantor shall merge, or which shall acquire such property is organized and validly existing under the laws of a State of the United States, the United Kingdom or another jurisdiction that is a member country of the Organization for Economic Cooperation and Development (or any successor thereto) and provided further that the Guarantor hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale or conveyance, (i) the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Guarantor (including, if applicable, submission to jurisdiction), shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such amalgamation, reconstruction or consolidation, or into which the Guarantor shall have been merged, or by the Person which shall have acquired such property, and (ii) if the Person formed by such amalgamation, reconstruction or consolidation, or into which the Guarantor shall have been merged, or which shall have acquired such property, is resident for tax purposes other than in the United Kingdom (and, if such Person is, or is treated as, a “domestic corporation” for U.S. federal income tax purposes, such successor Person shall be treated as a “resident” of the United States for U.S. federal income tax purposes), such Person shall, in such supplemental indenture, agree that if any deduction or withholding for any present or future taxes,levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction in which it is resident for tax purposes or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by such successor Person under the Securities, such Person will (subject to compliance by the Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture or, as the case may be, pursuant to the Securities, after such deduction or withholding, shall be not less than the amounts specified in the Securities, to which such Holders or the Trustee are entitled had no such withholding or deduction been required; provided, however, that the successor Person shall not be required to make any payment of additional amounts for or on account of (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, such jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with such jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if any, on, or the enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or the beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with such jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by FATCA, any current or future U.S. Treasury regulations or rulings promulgated thereunder, any IGA, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security, (ix) any present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing the Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Security for investment purposes only nor (B) buying the Security for resale to a third party that either is not a bank or will hold the Security for investment purposes only, (x) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security or (xi) any combination of clauses (i) through (x) above, and nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities.

(b) If, upon any such amalgamation, reconstruction, consolidation or merger of the Guarantor with or into any other Person, or upon any sale or conveyance of the property of the Guarantor as an entirety or substantially as an entirety to any other Person, any Principal Property of the Guarantor or of any of its Restricted Subsidiaries or any shares of stock or indebtedness of any such Restricted Subsidiary would thereupon become subject to any mortgage, pledge or lien which would be prohibited by Section 3.09, the Guarantor, prior to such amalgamation, reconstruction, consolidation, merger, sale or conveyance, will secure the Securities, equally and ratably with any other obligations of the Guarantor then entitled thereto, by a direct lien on all such property equally and ratably with all such mortgages, pledges or liens.

(c) In case of any such amalgamation, reconstruction, consolidation, merger, sale or conveyance (other than by way of a temporary lease in the ordinary course of business) and following such an assumption by the successor Person, such successor Person shall succeed to and be substituted for the Guarantor, with the same effect as if it had been named herein and the Guarantor shall be relieved of all obligations and covenants under this Indenture and the Guaranty. In case of any such amalgamation, reconstruction, consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Section 12.05 Reimbursement of the Guarantor. If at any time (a) the Issuer has defaulted in making any payment constituting Guaranteed Obligations (a “Defaulted Payment”), (b) the Guarantor has paid such Defaulted Payment pursuant to Section 12.01 and (c) the Trustee or the applicable Holder receives all or a portion of the Defaulted Payment from the Issuer, the Trustee or such Holder, as applicable, hereby agrees to immediately reimburse the Guarantor in an amount equal to all or whatever portion of the Defaulted Payment it has received from the Issuer.

Section 12.06 Term. This Guaranty shall terminate and be of no further force and effect upon the earlier of (a) payment in full of the aggregate principal amount of all Securities then outstanding and all other Guaranteed Obligations under Section 12.01 then due and owing or (b) the satisfaction and discharge of this Indenture by the Issuer or the election by the Issuer of its legal defeasance or covenant defeasance options in accordance with the terms of this Indenture; provided that all Guaranteed Obligations incurred to the date of such satisfaction and discharge have been paid in full. Upon any such occurrence specified in this Section 12.06, the Trustee shall execute upon request by the Guarantor, any documents required to evidence such release, discharge or termination in respect of the Guaranty. Neither the Issuer nor the Guarantor shall be required to make a notation on the Securities to reflect the Guaranty or any such release, termination or discharge.

Section 12.07 Amendments and Waivers. Notwithstanding any other provision of this Indenture to the contrary, no provision of this Guaranty may be amended or waived, with respect to any or all series of Securities, unless such amendment or waiver is in writing and is signed by the Guarantor.

Section 12.08 Form of Guaranty. The Guaranty to be endorsed on the Securities shall be in substantially the form set forth below:

GUARANTY

For value received, AstraZeneca PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.

the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty will not be discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security. This Guaranty is a guarantee of payment and not of collection.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts payable in respect of all Securities of the same series issued under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been executed by manual or pdf or other electronic image scan signature of the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) by or on behalf of the Trustee under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS whereof, the Guarantor has caused this Guaranty to be duly executed this day of , 20 .

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of May 28, 2021.

	ASTRAZENECA FINANCE LLC,

	as Issuer

	By:	/s/ David E. White
		Name: David E. White
		Title: Treasurer and Director

	ASTRAZENECA PLC,

	as Guarantor

	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

	THE BANK OF NEW YORK MELLON,

	as Trustee

	By:	/s/ Latoya S. Elvin
		Name: Latoya S. Elvin
		Title: Vice President

Exhibit 4.3

ASTRAZENECA PLC

OFFICERS’ CERTIFICATE

In connection with the issuance of the U.S.$1,400,000,000 0.300% Fixed Rate Notes due 2023 (the “2023 Notes”) and the U.S.$750,000,000 3.000% Fixed Rate Notes due 2051 (the “2051 Notes” and, together with the 2023 Notes, the “Notes” or the “Securities”) of AstraZeneca PLC (the “Issuer”) pursuant to the Indenture, dated as of May 28, 2021 (the “Indenture”), between the Issuer and The Bank of New York Mellon as Trustee (section references herein being to the Indenture), and pursuant to the authorization of the Board of Directors of the Issuer at its meeting held on April 29, 2021 and the authorization of the Issuer’s Finance Committee by written resolution dated May 20, 2021, the undersigned hereby confirms that, to the extent not otherwise provided for in the Indenture, the following forms, terms and conditions of the Notes were established as required pursuant to Section 2.01 and Section 2.08 of the Indenture:

Title of Notes		0.300% Notes due 2023 3.000% Notes due 2051

Initial Aggregate Principal Amount of Notes		2023 Notes: U.S.$1,400,000,000 2051 Notes: U.S.$750,000,000

Price to Public		2023 Notes: 99.911% of the Principal Amount per 2023 Note, plus accrued interest, if any, from May 28, 2021 2051 Notes: 98.634% of the Principal Amount per 2051 Note, plus accrued interest, if any, from May 28, 2021

Issue Date		2023 Notes: May 28, 2021 2051 Notes: May 28, 2021

Form of Notes		The Notes will be issued in the form of global notes that will be deposited with The Depository Trust Company, New York, New York (“DTC”) on the closing date. Five global notes will be issued to DTC, which will be executed and delivered in substantially the form of Notes set forth in Exhibits A and B hereto. In certain circumstances described in the Indenture, Notes may be issued in definitive form.

Maturity		2023 Notes: May 26, 2023 2051 Notes: May 28, 2051

Interest Rate

2023 Notes: 0.300% per annum, accruing from May 28, 2021

2051 Notes: 3.00% per annum, accruing from May 28, 2021

Interest Periods		The first interest period for the Notes will be the period from and including the original issue date to, but excluding, the first Interest Payment Date (as defined below). Thereafter, the interest periods for the Notes will be the periods from and including the Interest Payment Dates to, but excluding, the immediately succeeding Interest Payment Date (together with the first interest period, each an “Interest Period”). The final Interest Period will be the period from and including the Interest Payment Date immediately preceding the maturity date or the redemption date to, but excluding, the maturity date or the redemption date.

Interest Payment Dates		Interest on the 2023 Notes shall be payable semi-annually in arrears on May 26 and November 26 of each year, commencing November 26, 2021 (each, a “2023 Interest Payment Date”). Interest on the 2051 Notes shall be payable semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021 (each, a “2051 Interest Payment Date” and together with each 2023 Interest Payment Date, each an “Interest Payment Date”). Notwithstanding the above, if an Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Interest Payment Date will be postponed to the next succeeding day that is a Business Day, but no additional interest shall be paid unless the issuer fails to make payment on such date (and such adjustment shall not affect the determination of any Interest Period).

Record Dates for Interest		Interest shall be paid to the holder in whose name the Notes are registered at the close of business on the 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.

Business Day		Any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the Notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close.

Trustee		The Bank of New York Mellon

Place of Payment, Registration of Transfer and Exchange, Paying Agent		The Bank of New York Mellon 240 Greenwich Street New York, NY 10286 United States

Notice and Demands to Issuer		1 Francis Crick Avenue Cambridge Biomedical Campus Cambridge CB2 OAA England, United Kingdom Attn: The Company Secretary
Redemption Provisions:

Special Mandatory Redemption		The Notes will be subject to special mandatory redemption. If (x) the consummation of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). In the event that the Issuer becomes obligated to redeem the relevant Notes pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the relevant Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Notes to be redeemed. The Trustee will then promptly mail, or electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered holder of the Notes to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on any series of the Notes of the Issuer that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Date to the registered holders as of the close of business on the relevant record dates in accordance with the Notes and the Indenture.

		“Alexion Acquisition” means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among the Issuer and the other parties thereto, with respect to the acquisition by the Issuer of Alexion Pharmaceuticals, Inc., a Delaware corporation, as it may be amended from time to time prior to or subsequent to the date hereof.

Optional Tax Redemption		Optional, in whole but not in part, at the option of the Issuer, at any time in accordance with the terms set forth in the relevant form of Notes set forth in Exhibits A and B hereto.

Optional Redemption		With respect to the 2023 Notes, optional, in whole or in part, at the option of the Issuer, from time to time, at a redemption price equal to the greater of (A) 100% of the principal amount of the 2023 Notes to be redeemed, and (B) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the 2023 Notes to be redeemed (assuming for this purpose that such series of Notes matured on the maturity date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Make Whole Spread (as set forth below). With respect to the 2051 Notes, optional, in whole or in part, at the option of the Issuer, from time to time as follows: (i) prior to the Par Call Date (as set forth below), at a redemption price equal to the greater of (A) 100% of the principal amount of such Notes to be redeemed, and (B) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the 2051 Notes to be redeemed (assuming for this purpose that the 2051 Notes matured on the Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Make Whole Spread (as set forth below) and (ii) on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the 2051 Notes to be redeemed, plus, in each case, accrued interest thereon to, but excluding, the date of redemption.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the applicable series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Notes (assuming for this purpose that the 2023 Notes matured on the maturity date and the 2051 Notes matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.

“Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

		“Make-Whole Spread” means, with respect to (i) the 2023 Notes, 5 basis points and (ii) the 2051 Notes, 15 basis points. “Par Call Date” means, with respect to the 2051 Notes, November 28, 2050.

Redemption Notices		Notice of any redemption will be given to DTC at least 10 days but not more than 60 days prior to the redemption date unless otherwise stated herein. Unless the Issuer defaults in payment of the Redemption Price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and, at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s discretion shall not have been satisfied (or waived by the Issuer). The Issuer will notify the Trustee of the redemption price of any series of Notes to be redeemed promptly after the calculation thereof, and the Trustee shall have no responsibility for any calculation or determination in respect of the redemption price of any Notes, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officers’ Certificate from the Issuer that states such redemption price.

Defeasance and Discharge of the Notes (Section 9.03)		Applicable.

Further Issuances		The Issuer may, at its option, at any time and without the consent of the then existing Holders, reopen any series of Notes and issue additional Notes in one or more transactions after the date of the Prospectus Supplement (as defined below) with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue price) identical to the original series of Notes. These additional Notes will be deemed to have been part of the applicable original series of Notes and will provide the Holders of these additional Notes the right to vote together with Holders of the applicable original series of Notes; provided, however, that if these additional Notes are not fungible with the applicable original series of Notes for U.S. federal income tax purposes, these additional Notes will have a different CUSIP or other identifying number.

Sinking Fund		None.

Additional Amounts		Pursuant to the relevant form of Notes set forth in Exhibits A and B hereto, the Issuer may, subject to certain exceptions, be obligated to pay additional amounts.

Electronic Execution		The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to the Indenture or any document to be signed in connection with the Indenture (including the certificate of authentication, certificate of the Trustee and the Securities (as defined in the Indenture)) shall be deemed to include electronic signatures (e.g., by DocuSign or Adobe Sign), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper- based recordkeeping system, as the case may be, and the parties hereto and thereto consent to conduct the transactions contemplated hereunder by electronic means.

Other Terms of the Notes		The other terms of the Notes shall be substantially as set forth in the Indenture, the relevant form of Notes attached hereto as Exhibits A and B, the Prospectus dated May 24, 2021 (the “Prospectus”) relating to the Notes and the Prospectus Supplement dated May 25, 2021 relating to the Notes (the “Prospectus Supplement”).

Each of the undersigned hereby certifies that:

1. He or she has read the provisions of the Indenture setting forth covenants and conditions to the Trustee’s execution of the Indenture and authentication and delivery of the Securities and the definitions in the Indenture relating thereto.

2. He or she has examined the resolutions of the Board of Directors and the Finance Committee of the Issuer adopted prior to the date hereof relating to the execution of the Indenture and the authorization, issuance, authentication and delivery of the Securities, such other corporate records of the Issuer, as applicable, and such other documents deemed necessary as a basis for the opinion hereinafter expressed.

3. In his or her opinion, such examination is sufficient to enable him or her to express an informed opinion as to whether or not the covenants and conditions referred to above have been complied with.

4. He or she is of the opinion that the covenants and conditions referred to above have been complied with.

IN WITNESS WHEREOF, each of the undersigned has hereunto signed his or her name.

Dated: May 28, 2021

	/s/ Jonathan Slade
	Name: Jonathan Slade
	Title: Group Treasurer

	/s/ Matthew Bowden
	Name: Matthew Bowden
	Title: Deputy Company Secretary

[Signature Page - Officers’ Certificate Pursuant to the Indenture]

Exhibit A

ASTRAZENECA PLC

0.300% Notes due 2023

No. 001

U.S.$500,000,000

CUSIP No. 046353AY4
ISIN No. US046353AY48

ASTRAZENECA PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million United States Dollars on May 26, 2023 and to pay interest thereon from and including May 28, 2021 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually in arrears on May 26 and November 26 in each year, commencing November 26, 2021 (each, an “Interest Payment Date”), at the rate of 0.300% per annum, to, but excluding, the date on which the principal hereof is paid or made available for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (as defined below) for such interest which shall be the 15^th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Unless the certificate of authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated: May 28, 2021

	ASTRAZENECA PLC

	By:	/s/ Jonathan Slade
		Name: Jonathan Slade Title: Group Treasurer

	By:	/s/ Matthew Bowden
		Name: Matthew Bowden Title: Deputy Company Secretary

[Signature Page — Global Note]

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated: May 28, 2021

THE BANK OF NEW YORK MELLON
As Trustee


	By:	/s/ Latoya S. Elvin

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have the meaning assigned to it in such instrument), among the Issuer and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with respect to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,400,000,000.

The Securities of this series are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than 60 days’ notice, at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming for this purpose that such series of Notes matured on the maturity date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 5 basis points.

“Business Day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the Securities, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities (assuming for this purpose that such Securities matured on the maturity date).

“Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.

The Indenture contains provisions to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions apply to this Security.

The Issuer will give notice of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and, at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s discretion shall not have been satisfied (or waived by the Issuer).

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

If (x) the consummation of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”).

In the event that the Issuer becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on this Security.

Notwithstanding the foregoing, installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record dates in accordance with the terms of this Security and the Indenture.

“Alexion Acquisition” means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among the Issuer and the other parties thereto, with respect to the acquisition by the Issuer of Alexion Pharmaceuticals, Inc., a Delaware corporation, as it may be amended from time to time prior to or subsequent to the date hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth thereon, which provisions apply to this Security.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Issuer may, at its option, at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in one or more transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue price) identical to the Securities of this series. These additional Securities will be deemed to have been part of the Securities of this series and will provide the Holders of these additional Securities the right to vote together with Holders of the Securities of this series; provided, however, that if these additional Securities are not fungible with the Securities of this series for U.S. federal income tax purposes, these additional Securities will have a different CUSIP or other identifying number.

Any amounts to be paid by the Issuer under this Security will be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Issuer is the jurisdiction in which it is resident for tax purposes (presently, the United Kingdom). If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer under this Security, the Issuer will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that the Issuer shall not be required to make any payment of Additional Amounts for or on account of:

(i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;

(ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;

(iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of this Security;

(v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;

(vii) any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;

(viii) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or

(ix) any combination of the exceptions listed above in (i) through (viii) above,

nor shall Additional Amounts be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.

The Issuer will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in respect of which the Issuer has paid Additional Amounts. The Issuer will provide copies of such documentation to the Holder of this Security upon request.

Any reference in the Indenture or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts that may be payable with respect to such principal, premium or interest under the obligations referred to herein.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed herein.

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.

No service charge shall be made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

Unless otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:

Date of Decrease/Increase	Decrease in Principal Amount	Increase in Principal Amount	Total Principal Amount Following such Decrease/Increase	Notation Made by or on Behalf of Trustee

ASTRAZENECA PLC

0.300% Notes due 2023

No. 002

U.S.$500,000,000

CUSIP No. 046353AY4
ISIN No. US046353AY48

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated: May 28, 2021

	ASTRAZENECA PLC

	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

	By:	/s/ Matthew Bowden
		Name: Matthew Bowden
		Title: Deputy Company Secretary

[Signature Page — Global Note]

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated: May 28, 2021

	THE BANK OF NEW YORK MELLON
	As Trustee

	By:	/s/ Latoya S. Elvin

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities (assuming for this purpose that such Securities matured on the maturity date).

“Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.

(i)            any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;

(ii)           any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;

(iii)          any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv)          any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of this Security;

(v)           any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(vi)          any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;

(vii)         any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;

(viii)         any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or

(ix)            any combination of the exceptions listed above in (i) through (viii) above,

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed herein.

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.

Prior to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

Unless otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:

Date of Decrease/Increase	Decrease in Principal Amount	Increase in Principal Amount	Total Principal Amount Following such Decrease/Increase	Notation Made by or on Behalf of Trustee

ASTRAZENECA PLC

0.300% Notes due 2023

No. 003

U.S.$400,000,000

CUSIP No. 046353AY4
ISIN No. US046353AY48

ASTRAZENECA PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Four Hundred Million United States Dollars on May 26, 2023 and to pay interest thereon from and including May 28, 2021 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually in arrears on May 26 and November 26 in each year, commencing November 26, 2021 (each, an “Interest Payment Date”), at the rate of 0.300% per annum, to, but excluding, the date on which the principal hereof is paid or made available for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (as defined below) for such interest which shall be the 15^th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated: May 28, 2021

	ASTRAZENECA PLC

	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

	By:	/s/ Matthew Bowden
		Name: Matthew Bowden
		Title: Deputy Company Secretary

[Signature Page — Global Note]

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated: May 28, 2021

	THE BANK OF NEW YORK MELLON
	As Trustee

	By:	/s/ Latoya S. Elvin

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities (assuming for this purpose that such Securities matured on the maturity date).

“Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.

(i)              any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;

(ii)             any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;

(iii)            any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv)            any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of this Security;

(v)             any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(vi)            any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;

(vii)           any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;

(viii)          any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or

(ix)            any combination of the exceptions listed above in (i) through (viii) above,

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed herein.

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.

Prior to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

Unless otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be U.S.$400,000,000. The following decreases/increases in the principal amount of this Security have been made:

Date of Decrease/Increase	Decrease in Principal Amount	Increase in Principal Amount	Total Principal Amount Following such Decrease/Increase	Notation Made by or on Behalf of Trustee

Exhibit B

ASTRAZENECA PLC

3.000% Notes due 2051

No. 001

U.S.$500,000,000

CUSIP No. 046353AZ1
ISIN No. US046353AZ13

ASTRAZENECA PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million United States Dollars on May 28, 2051 and to pay interest thereon from and including May 28, 2021 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually in arrears on May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest Payment Date”), at the rate of 3.000% per annum, to, but excluding, the date on which the principal hereof is paid or made available for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (as defined below) for such interest which shall be the 15^th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated: May 28, 2021

	ASTRAZENECA PLC

	By:	/s/ Jonathan Slade
		Name: Jonathan Slade
		Title: Group Treasurer

	By:	/s/ Matthew Bowden
		Name: Matthew Bowden
		Title: Deputy Company Secretary

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated: May 28, 2021

	THE BANK OF NEW YORK MELLON
	As Trustee

	By:	/s/ Latoya S. Elvin

The Securities of this series are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than 60 days’ notice, as follows: (i) prior to November 28, 2050 (the “Par Call Date”), at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon to, but excluding, the date of redemption.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities (assuming for this purpose that such Securities matured on the Par Call Date).