AMENDMENT NO. 4 TO THE
SEPARATION AND DISTRIBUTION AGREEMENT
This Amendment No. 4 (this Amendment) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the Agreement), is made as of November 15, 2020 by and between Pfizer Inc., a Delaware corporation (Pluto), and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pluto (Spinco). Each of the foregoing parties is referred to herein as a Party and collectively as the Parties.
WHEREAS, the Parties entered into the Agreement on July 29, 2019;
WHEREAS, the Parties entered into Amendment No. 1 to the Agreement on February 18, 2020;
WHEREAS, the Parties entered into Amendment No. 2 to the Agreement on May 29, 2020;
WHEREAS, the Parties entered into Amendment No. 3 to the Agreement on September 18, 2020; and
WHEREAS, in accordance with the terms and conditions of the Agreement, the Parties now wish to amend the Agreement in the manner set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by each Party, the Parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment but not defined herein shall have the meanings given to them in the Agreement.
SECTION 2. Amendments to the Agreement and Ancillary Agreements.
(a) Section 1.01 of the Agreement is hereby amended by adding the following definition in the appropriate alphabetical location:
Additional Spinco Cash Amount means $277,000,000.
(b) The definition of Closing Working Capital Target in Section 1.01 of the Agreement is hereby amended and restated in its entirety as follows:
Closing Working Capital Target means $910,000,000.
(c) The definition of Spinco Cash Balance in Section 1.01 of the Agreement is hereby amended and restated as follows: