AMENDMENT NO. 1 TO THE
BUSINESS COMBINATION AGREEMENT
This Amendment No. 1 (this Amendment) to the Business Combination Agreement, dated as of July 29, 2019 (the Agreement), is made as of May 29, 2020 by and among Pfizer Inc., a Delaware corporation (Pluto), Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pluto (Spinco), Utah Acquisition Sub Inc., a Delaware corporation and an indirectly wholly owned Subsidiary of Spinco (Spinco Sub and, together with Spinco, the Spinco Parties), Mylan N.V., a public company with limited liability incorporated under the laws of the Netherlands (Utah), Mylan I B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Utah (Utah Newco), and Mylan II B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Utah Newco (Utah Newco Sub and, together with Utah and Utah Newco, the Utah Parties). 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; 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.
(a) Section 1.1 of the Agreement is hereby amended by adding the following definition in the appropriate alphabetical location:
Utah BCA Amendment Schedule means the schedule delivered by Utah to Pluto and Spinco on the date of Amendment No. 1 to this Agreement and attached thereto.
(b) Section 1.2 of the Agreement is hereby amended by deleting the following references:
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|First Extended Outside Date || ||Section 10.1(c)|
|Initial Outside Date || ||Section 10.1(c)|