AMENDMENT NO. 3 TO THE
SEPARATION AND DISTRIBUTION AGREEMENT
This Amendment No. 3 (this Amendment) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the Agreement), is made as of September 18, 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;
WHEREAS, the Parties entered into Amendment No. 2 to the Separation and Distribution Agreement on May 29, 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.
(a) Section 1.01 of the Agreement is hereby amended by adding the following definition in the appropriate alphabetical location:
License and Supply Agreements has the meaning set forth in Section 2.08(d).
(b) Schedule 2.02(b)(vi) to the Agreement is hereby amended as set forth on Annex A.
(c) Section 2.08 of the Agreement is hereby amended by adding a new Section 2.08(d) as follows:
(d) Each of Pluto, Spinco and Utah agrees that it will use its reasonable best efforts to cooperate in good faith to negotiate and finalize as promptly as practicable one or more agreements (in each case, including the schedules and exhibits thereto) pursuant to which Pluto shall license to Spinco the commercialization rights in the United States for, and supply to Spinco, the Spinco Products (which license shall exclude, for the avoidance of doubt, the right to commercialize any authorized generic or generic under the marketing authorizations set forth in items 4 and 5 of Schedule 2.02(b)(vi)) for which Pluto or another member of the Pluto Group shall hold the applicable New Drug Application or Abbreviated New Drug Application as of the Distribution Time, excluding any such marketing authorization to be transferred to Spinco or another member of the Spinco Group pursuant to Section 2.04 (the License and Supply Agreements), and each of Pluto, Spinco and Utah, as applicable, will execute and deliver, and cause each of their applicable Subsidiaries to execute and deliver, as applicable, the License and Supply Agreements on or prior to the Distribution Date.