AMENDMENT NO. 2 TO THE
SEPARATION AND DISTRIBUTION AGREEMENT
This Amendment No. 2 (this Amendment) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the Agreement), is made as of May 29, 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 Separation and Distribution Agreement on February 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 definitions in the appropriate alphabetical location:
Delayed Closing has the meaning set forth in Section 2.04(f).
Delayed Closing Outside Date has the meaning set forth in Section 2.04(f).
Delayed Markets has the meaning set forth in Section 2.04(f).
Final Spinco Cash Balance Adjustment Amount has the meaning set forth in Section 2.16(d).
NEB Agreement has the meaning set forth in Section 2.04(f).
Pluto Delayed Markets has the meaning set forth in Section 2.04(f).
Pluto Extension Period has the meaning set forth in Section 2.04(f).
Pluto-Utah Japan Collaboration Agreement means the Collaboration Agreement, by and among Mylan Inc., Mylan Seiyaku Ltd. and Pfizer Japan Inc., dated as of August 21, 2012, as amended by Amendment No. 1 to Collaboration Agreement, dated as of December 19, 2012, Amendment No. 2, dated as of January 1, 2013, as modified by letter agreements dated April 15, 2016 and May 25, 2016, Amendment No. 3, dated as of February 1, 2019 and the letter agreement dated as of August 21, 2019.