PFIZER INC (Form: 8-K, Received: 12/19/2019 16:43:46)

PFIZER INC.

Dated: December 19, 2019

/s/ Margaret M. Madden

Margaret M. Madden

Senior Vice President and Corporate Secretary,

Chief Governance Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 13, 2019

PFIZER INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-3619

13-5315170

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

235 East 42nd Street

New York, New York

10017

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 733-2323

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communication pursuant to Rule 13e-4I under the Exchange Act (17 CFR 240.13I(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.05 par value	PFE	New York Stock Exchange
0.000% Notes due 2020	PFE20A	New York Stock Exchange
0.250% Notes due 2022	PFE22	New York Stock Exchange
1.000% Notes due 2027	PFE27	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Consulting Agreement with Ian C. Read

On September 24, 2019, Mr. Ian C. Read, Executive Chairman of Pfizer Inc. (the “Company”), notified the Company of his intention to retire as Executive Chairman of the Board of Directors and as a Director of the Company on December 31, 2019. On December 13, 2019, the Company entered into a consulting arrangement with Mr. Read, dated December 13, 2019 and effective January 1, 2020 (the “Consulting Agreement”), for a maximum term of one year, as described below. The Consulting Agreement is related to the planned split-off or spin-off of the Company’s global, primarily off-patent branded and generic established medicines business (the “Upjohn Business”), including the separation and transfer of the Upjohn Business to Upjohn Inc., a Delaware corporation and wholly owned subsidiary of the Company (“NewCo”) and, following such combination and transfer, the combination of NewCo and Mylan N.V., a public company with limited liability incorporated under the laws of the Netherlands (“Mylan”) pursuant to the Separation and Distribution Agreement by and between the Company and NewCo, dated as of July 29, 2019, and the Business Combination Agreement by and among the Company, NewCo, Utah Acquisition Sub Inc., Mylan and Mylan II B.V., dated as of July 29, 2019 (the “BCA”). In the view of the Company and its Board of Directors, the consulting services to be provided by Mr. Read pursuant to the Consulting Agreement will benefit the Company and NewCo (and the Company’s shareholders who will receive NewCo common stock at the Effective Time (as defined in the BCA)) through Mr. Read’s extensive experience with, and knowledge of, the healthcare industry, the Upjohn business and the markets in which Upjohn and Mylan operate, as well as branded, branded-generic and multi-source generic global Biopharma markets. Mr. Read’s consulting services will also provide continuity to the existing operations of the Upjohn business.

The Consulting Agreement provides for a one-year term, subject to earlier termination upon (a) the consummation of the transactions contemplated in the BCA; (b) the termination of the transactions contemplated in the BCA; or (c) termination by Mr. Read or by the Company. During the term of the Consulting Agreement, Mr. Read’s duties include keeping apprised of and providing consulting services related to the Upjohn business, remaining available to be one of the persons designated by the Company to serve on the board of directors of NewCo (the “NewCo Board”) as of the Effective Time, and such other consulting support the Company’s Board of Directors or Chief Executive Officer may request from time to time.

For such consulting services, the Company will pay Mr. Read a consulting fee of $100,000 per month. If the Consulting Agreement is terminated prior to December 31, 2020 due to: (a) the occurrence of the Effective Time and Mr. Read either joins the NewCo Board or Pfizer declines to designate Mr. Read as a member of the NewCo Board, notwithstanding Mr. Read’s willingness and ability to join the NewCo Board, (b) the termination of the BCA under certain circumstances, or (c) the Company’s termination of the Consulting Agreement without cause (as defined in the Consulting Agreement), the Company will pay Mr. Read, subject in the case of a termination by the Company without Cause to Mr. Read’s execution of a release of claims against the Company, any unpaid portion of the consulting fees that would have been payable had the Consulting Agreement continued through December 31, 2020.

The Consulting Agreement also includes customary non-competition provisions that apply during 2020 and a perpetual confidentiality covenant.

The foregoing summary of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto, and incorporated by reference herein.

Resignation of James Kilts upon Close of the Planned Combination of Mylan N.V. and Upjohn Inc.

On December 18, 2019, Pfizer Inc. announced that James M. Kilts, a current Pfizer board member, has agreed to join the board of directors of NewCo upon the closing of the planned combination of Mylan and Upjohn, which is expected to occur in mid-2020, and will resign from the Company’s Board of Directors upon joining the NewCo board of directors.

The related press release, dated December 18, 2019, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

	10.1	Consulting Agreement between Ian C. Read and Pfizer Inc., dated December 13, 2019

	99.1	Press Release, dated December 18, 2019

	104	Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.

EXHIBIT INDEX


Exhibit Number		Description

	10.1	Consulting Agreement between Ian C. Read and Pfizer Inc., dated December 13, 2019

	99.1	Press Release, dated December 18, 2019

	104	Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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 hereunto duly authorized.

Exhibit 10.1

December 13, 2019

Ian C. Read

(at the address on file with Pfizer Inc.)

Re:

Consulting Terms

Dear Ian:

This letter agreement (this “Agreement”) memorializes the discussions and agreement between you and Pfizer Inc. (“Pfizer”, and each of you and Pfizer, a “Party”) concerning your services as a consultant to Pfizer in connection with the spin-off or separation of Upjohn Inc. (“Upjohn”) and the combination of Upjohn and Mylan N.V. (“Mylan”). As of July 29, 2019, Pfizer, Upjohn, Utah Acquisition Sub Inc., Mylan, Mylan I B.V. entered into the Business Combination Agreement (as it may be amended from time to time, the “BCA”), which, upon the Effective Time (as defined in the BCA), will result in the combination of Upjohn and Mylan and the formation of a new corporation (“NewCo”).

1.	Consulting Period

The term of services under this Agreement (the “Consulting Period”) shall commence as of January 1, 2020 (the “Effective Date”) and, unless otherwise terminated earlier in accordance with Section 8, shall terminate on the earliest of the following: (a) December 31, 2020, (b) the Effective Time and (c) the date that the BCA is terminated in accordance with Article X thereof.

2.	Consulting Services

During the Consulting Period, you shall provide the following services (“Services”) to the Chief Executive Officer of Pfizer:

(a)

Keep apprised of, and provide consulting services related to, the Upjohn business and developments in the Upjohn business;

(b)

Commit to remain available to be one of the persons to be designated by Pfizer to serve on the board of directors of NewCo (the “NewCo Board”) as of the Effective Time; and

(c)

Such other consulting support and Deliverables (as defined in this Section 2) as Pfizer’s Board of Directors or Chief Executive Officer may request from time to time.

In the view of Pfizer and its Board of Directors, the Services will provide NewCo (and the Pfizer shareholders who will receive NewCo common stock in connection with the separation of Upjohn from Pfizer and the combination contemplated in the BCA) with the

following benefits: (i) your extensive experience with, and knowledge of, the Upjohn business; (ii) your extensive knowledge of the markets in which Upjohn and Mylan operate, as well as branded, branded-generic and multi-source generic global Biopharma markets; (iii) your extensive experience with, and knowledge of, the healthcare industry; and (iv) continuity to the existing operations of the Upjohn business.

For purposes of this Agreement, any reports or other items developed by you in connection with the Services are referred to herein individually as a “Deliverable” and collectively as the “Deliverables”. Pfizer acknowledges and agrees that you will provide the Services and Deliverables primarily from your location in Florida.

3.	Fees for Services; Other Benefits and Expenses

3.1 Fees. During the Consulting Period, Pfizer shall pay you $100,000 per month for the Services (collectively, “Fees”), which amount shall be paid within 15 days following the completion of each month.

3.2 Expense Reimbursement. During the Consulting Period, Pfizer shall reimburse you for all reasonable expenses you incur in the performance of the Services, in accordance with the terms of Pfizer’s applicable expense reimbursement policy, including the timely submission of such reimbursement requests to Pfizer and satisfaction of any requirements for documentation.

3.3 Sole Consideration. Except as specifically provided herein, and other than in your capacity as a former employee of Pfizer, you shall not be entitled to any compensation or benefits from Pfizer or its affiliates, eligible to participate in any employee benefit plans of Pfizer or its affiliates or credited with service or age credit for purposes of eligibility, vesting or benefit accrual under any employee benefit plan of Pfizer or its affiliates.

4.	Data and Intellectual Property (IP)

4.1 Data. Pfizer may provide you with information or data in connection with your performance of the Services (collectively, the “Data”). The Data is and will be Pfizer’s property. You shall use the Data for the sole purpose of performing the Services, including the preparation of any Deliverable(s). You shall not destroy or transfer the Data to a third party without the prior written consent of Pfizer.

4.2 Ownership of IP. Pfizer shall own the Deliverables and any and all Intellectual Property Rights that you conceive, develop or reduce to practice and that arise from or relate to: (a) your performance of the Services; or (b) any use of the Data, including any unauthorized use of any Data outside the scope of the Services (to be collectively referred to as the “Pfizer IP”). As used herein, “Intellectual Property Rights” means any and all inventions (whether or not patentable), trade secrets, copyrights, patent rights, trademarks, moral rights, and any and all other intellectual property or proprietary rights now known or hereafter recognized in any jurisdiction.

4.3 Notification, Assignment and Cooperation. You shall promptly disclose any Pfizer IP to Pfizer. You hereby assign and shall assign all rights in any such Pfizer IP to Pfizer and will provide or execute, at Pfizer’s request and expense, any documents required by Pfizer to

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complete the assignment or to otherwise support Pfizer’s registration, prosecution and maintenance of the Pfizer IP. Upon Pfizer’s request and at Pfizer’s expense, you shall cooperate and assist Pfizer to defend, take action or otherwise protect any Pfizer IP.

5.	Confidentiality

5.1 Confidential Information. Using at least the same standards you use to protect your own information, but in no event, less than a reasonable standard of care, you shall keep confidential: (a) the Data, (b) the Deliverables, (c) the Pfizer IP and (d) any other information that Pfizer gives you or that was acquired by you in connection with the Services that a reasonable person would deem confidential (information described in clauses (a), (b), (c) and (d), collectively, the “Confidential Information”). You may only use the Confidential Information as necessary for you to perform the Services and prepare the Deliverables. You shall not disclose the Confidential Information to any third parties.

5.2 Legal Disclosure. In the event you are legally required to disclose any of the Confidential Information, you shall: (a) provide prompt prior written notice of such requirement to Pfizer (if legally permitted); (b) afford Pfizer an opportunity to oppose, limit or secure confidential treatment for such disclosure, and cooperate in any attempt by Pfizer to engage in the foregoing; and (c) if Pfizer is unsuccessful in its efforts pursuant to subsection (b), furnish only that portion of the Confidential Information that you are legally required to disclose.

5.3 Exceptions. The restrictions set forth in this Section 5 shall not apply to information that you can demonstrate: (a) is known or available to the public at the time of disclosure to you; (b) becomes public knowledge after disclosure to you by any means other than your breach of this Agreement; (c) is already known to you at the time of disclosure free of any obligations of confidentiality; or (d) is obtained by you from a third party free of any obligations of confidentiality.

6.	Noncompetition

During calendar year 2020, you shall not (a) directly or indirectly, without the prior written consent of Pfizer, engage in or invest as an owner, partner, stockholder, licensor, director, officer, agent or consultant for any person, entity or business that conducts a business that is in competition with a business conducted by Pfizer, Upjohn or Mylan or any of their respective affiliates anywhere in the world; (b) accept employment or an engagement for the provision of services in any capacity, including as an employee, director, consultant or advisor, directly or indirectly, with any person, entity or business that conducts a business that is in competition with a business conducted by Pfizer, Upjohn or Mylan or any of their respective affiliates anywhere in the world; or (c) engage in any activity that would have the effect of making service on the NewCo Board as of and following the Effective Time impossible or impractical. Notwithstanding the foregoing, you will not be considered in violation of this Section 6 solely by performing services with such other organizations as discussed in advance and approved by Pfizer from time to time, provided that such service with other organizations does not interfere or conflict with your obligations and responsibilities hereunder or as a former executive of Pfizer.

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7.	Remedies

You acknowledge that your violation of Section 5 or 6 would cause irreparable damage to Pfizer, Upjohn and Mylan and their respective affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agree that, notwithstanding any provision of this Agreement to the contrary, in addition to any other legal or equitable remedies it may have, in the event of your violation of Section 5 or 6, Pfizer shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) terminate the Consulting Period and cease payment of the Fees to the extent not previously paid, (b) your prompt return of any portion of the Fees previously paid and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction. The preceding sentence shall not be construed as a waiver of the rights that Pfizer may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted.

8.	Termination

8.1 Right to Terminate. Pfizer may, at any time and in its sole discretion, terminate the Consulting Period with or without Cause (as defined below), with any termination for Cause to be effective immediately and any termination without Cause to be effective 30 days after written notice is delivered to you by Pfizer. You may also terminate the Consulting Period by providing Pfizer with 30 days’ advance written notice of such voluntary termination. Furthermore, the Consulting Period shall terminate effective immediately upon your death or your physical or mental disability that prevents you from substantially performing your duties hereunder and is determined to be total and permanent by a physician selected by Pfizer or its insurers and reasonably acceptable to you or your legal representative. For purposes of this Agreement, “Cause” shall mean: (a) your breach of the terms and conditions of this Agreement, including Section 2, 4, 5 or 6, which breach (to the extent curable, as determined by Pfizer in its sole discretion) remains uncured after notice from Pfizer and a reasonable opportunity to cure (not to exceed 30 days from any such notice); or (b) your engaging in illegal conduct or misconduct that is injurious to Pfizer, including its reputation, or your reputation.

8.2 Effect of Termination. Upon termination of the Consulting Period:

(a)

You shall (i) transfer any Deliverables (in their existing stage of completion as of the effective date of termination), and (ii) at Pfizer’s option, return or destroy any and all Data and Confidential Information in accordance with Pfizer’s instructions.

(b)

Pfizer shall pay you any and all undisputed Fees for Services completed by you as of the effective date of termination. Except as expressly provided in Section 7 you shall not be entitled to any additional payments or benefits as a result of the termination of this Agreement.

(c)

If the termination of the Consulting Period is due to the occurrence of the Effective Time on or before December 31, 2020 and you join the NewCo Board

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or if Pfizer declines to designate you as a member of the NewCo Board, notwithstanding your willingness and ability to join the NewCo Board Pfizer shall pay you any unpaid portion of the Fees that would have been payable had the Consulting Period continued through December 31, 2020, which amount shall be paid within 30 days following the Effective Time. For the avoidance of doubt, the amount contemplated by this Section 8.2(c) shall not be payable if you decline or are unable to join the NewCo Board.

(d)

If the termination of the Consulting Period is due to the termination of the BCA in accordance with Article X thereof on or before December 31, 2020, Pfizer shall pay you any unpaid portion of the Fees that would have been payable had the Services continued through December 31, 2020, which amount will be payable within 30 days following the termination of the BCA.

(e)

If the termination of the Consulting Period is due to Pfizer’s termination of this Agreement without Cause, subject to your execution of a release of claims in favor of Pfizer and its affiliates, Pfizer shall pay you any unpaid portion of the Fees that would have been payable had the Consulting Period continued through December 31, 2020, which amount will be payable within 30 days following the termination of the Consulting Period.

The payments and benefits provided under this Section 8.2 shall be in full satisfaction of Pfizer’s obligations to you in respect of the Services upon termination of the Consulting Period for any reason, notwithstanding the remaining length of the originally scheduled Consulting Period, and, subject to the aforesaid, you shall not be entitled to any other payments or benefits (or other damages in respect of a termination or claim for breach of this Agreement) beyond those specified in this Section 8.2.

9.	Independent Contractor

You agree that you are performing the Services as an independent contractor and not as an employee or agent of Pfizer, its subsidiaries or its affiliates. You shall be responsible for the payment of all applicable taxes levied or based upon the Fees and for all non-reimbursable expenses attributable to the rendering of the Services. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between Pfizer and you nor shall anything in this Agreement be deemed to constitute Pfizer or you as the agent of the other. During the Consulting Period, neither you nor Pfizer shall be or become liable to or bound by any representation, act or omission whatsoever of the other.

During the Consulting Period, except as otherwise provided in this Agreement (including Section 6 hereof), you may provide professional services to third parties, provided that such services do not conflict with, or prevent or impair your ability to comply with, your obligations under this Agreement or your preparations for joining the NewCo Board.

10.

Miscellaneous

10.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Pfizer and supersedes all prior contracts, agreements and understandings regarding the

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Services. Without limiting the generality of the foregoing, the restrictive covenants (including in respect of confidentiality and noncompetition) set forth herein shall be in addition to, and shall not supersede, any restrictive covenants to which you are subject under any other plan, contract, agreement or arrangement of Pfizer or its affiliates or applicable to you as a result of your services to Pfizer or its affiliates. None of the terms of this Agreement may be amended, except in a writing signed by both you and Pfizer.

10.2 Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation” and the term “affiliate” means, with respect to a person or entity, a person or entity controlled by, controlling or under common control with such person or entity.

10.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to the conflict of laws principles thereof, and you and Pfizer submit to the exclusive jurisdiction of the courts of the Borough of Manhattan, State of New York, and the Federal courts of the United States of America located in the Southern District of New York.

10.4 Successors. This Agreement is personal to you and, without the prior written consent of Pfizer, shall not be assignable by you. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be enforceable by your legal representatives, heirs or legatees. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be binding upon Pfizer and its successors and assigns. As used in this Agreement, “Pfizer” shall mean Pfizer as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

10.5 Severability. If and to the extent that any court or tribunal of competent jurisdiction holds any provision of this Agreement or any of the Services to be unenforceable in a final non-appealable order, such unenforceable provision will be stricken and the remainder of this Agreement shall not be affected thereby. Pfizer and you shall in good faith attempt to replace any unenforceable provision of this Agreement or any of the Services with a provision that is enforceable and that comes as close as possible to expressing the intention of the original provision.

10.6 Waiver. A waiver by either you or Pfizer of any term or condition of this Agreement must be in writing signed by the waiving Party. A waiver in one instance of a term or condition will not be deemed a waiver of such term or condition in any other instance. Any delay or failure of a Party to require performance of a term of this Agreement shall not prevent the Party from enforcing the term later.

10.7 Force Majeure. Neither Party shall be liable for failure of or delay in performing its obligations as set forth in this Agreement, and neither Party will be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of Pfizer or you.

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10.8 Survival. Expiration or termination of the Consulting Period shall not relieve the Parties of any obligation accruing hereunder prior to such expiration or termination. Without limiting the foregoing, Sections 4, 5, 6 and 7 shall survive expiration or termination of this Agreement.

10.9 Notices. Any notice or notification required to be given under this Agreement shall be in writing and delivered to the Parties at the addresses specified below. Such notice shall be deemed to have been given (a) when delivered in person, (b) on the next business day after mailing by overnight courier service, or, where overnight courier service is unavailable, by other expedited delivery provided by a recognized express courier, or (c) when delivered via e-mail, provided that the original is delivered via one of the preceding methods on or prior to the second business day after transmission of the e-mail. Each notice shall specify the name and date of and Parties to this Agreement.

To Pfizer:

Pfizer Inc.

Corporate Secretary

235 East 42nd Street

New York, NY 10017

And an email copy to: margaret.m.madden@pfizer.com

With a copy (which will not constitute notice) to:

Pfizer Inc.

Pfizer Legal Division

235 East 42nd Street

New York, NY 10017

Attn: Executive Vice President & General Counsel

To you:

At the address last on the records of Pfizer.

10.10 Section 409A. It is the intent of the Parties that the payments and benefits under this Agreement attributable to the rendering of the Services shall be exempt from or otherwise comply with the provisions of Section 409A of the Internal Revenue Code (“Section 409A”), and each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. The Parties intend that the terms and provisions of this Agreement shall be interpreted and applied in a manner that satisfies the requirements and exemptions of Section 409A and, to the maximum extent permitted, this Agreement shall be interpreted so as to comply with Section 409A. With respect to the provisions of this Agreement that provide for reimbursement of costs and expenses or in-kind benefits, the right to reimbursement or in-kind benefits shall not be subject to liquidation and may not be exchanged for any other benefit, and the amount of expenses eligible for reimbursement (or in-kind benefits paid) in one year shall not affect amounts reimbursable or provided as in-kind benefits in any subsequent year. All expense

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reimbursements paid pursuant to this Agreement in connection with the rendering of the Services that are taxable income to you shall in no event be paid later than the end of the calendar year next following the year in which you incur the expense. The Parties agree that the intent of this Agreement is that the Services performed by you shall exceed more than 20 percent of your past service schedule, and therefore you shall not experience a “separation from service” under Section 409A until the termination of this Agreement. Your relevant past service schedule is the average level of bona fide services performed by you over the immediately preceding 36-month period.

10.11 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts by reliable electronic means, each of which shall be deemed an original, and all of which together will constitute one and the same instrument. The Parties agree that execution of this Agreement by industry standard electronic signature software and/or by exchanging executed signature pages in .pdf format via e-mail shall have the same legal force and effect as the exchange of original signatures, and that in any proceeding arising under or related to this Agreement, each Party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically.

[Signature Page Follows]

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To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Agreement, which is enclosed for your convenience.


Very truly yours,

Pfizer Inc.

By:		/s/ Douglas M. Lankler
		Douglas M. Lankler, General Counsel, Executive Vice President

Acknowledged and agreed:

/s/ Ian C. Read

Ian C. Read

[Signature Page to Agreement]

Exhibit 99.1




				Contacts
				Media Relations:		Patricia Kelly +1 (212) 733-3810 Patricia.Kelly@Pfizer.com Christine Waller +1 (724) 514-1968 Christine.Waller@mylan.com

				Investor Relations:		Ryan Crowe +1 (212) 733-8160 Ryan.Crowe@Pfizer.com Melissa Trombetta +1 (724) 514-1813 Melissa.Trombetta@mylan.com

Pfizer and Mylan Announce Two Future Viatris Board Members

Ian Read and James Kilts offer strong experience to support long-term value creation

NEW YORK, December 18, 2019 – Pfizer Inc. (NYSE: PFE) and Mylan N.V. (NASDAQ: MYL) today announced that Ian Read and James Kilts will join the Viatris board of directors upon completion of the planned combination of Mylan N.V. and Upjohn Inc., which is expected to occur in mid-2020. The Viatris board will oversee a company with a combined global presence and a mission to serve the health needs of people around the world.

Ian Read currently serves as Pfizer’s Executive Chairman. In his previous role, he served as Pfizer’s Chairman and Chief Executive Officer beginning in December 2011, having been named President and Chief Executive Officer in December 2010. During his tenure as CEO, Pfizer generated a total shareholder return of 250%, achieved 32 FDA approvals, invested significantly in R&D, and completed several transformational transactions to help strengthen Pfizer’s pipeline. Ian is the lead director of the Kimberly Clark corporation.

James Kilts, a Pfizer director since 2007, has held numerous leadership roles in a wide range of companies. He has previously served as Vice Chairman of The Proctor and Gamble Company; Chairman and CEO of The Gillette Company; President and CEO of Nabisco Group Holdings Corporation; Chairman of the Nielsen Company B.V.; and Chairman of Big Heart Pet Brands. He currently serves as a Director of MetLife Inc., The Simply Good Foods Company and Unifi, Inc. and is also a Founding Partner of Centerview Capital, a private equity firm.

Dr. Albert Bourla, Pfizer Chief Executive Officer, said, “Today, I’m pleased to announce two of the three Pfizer-designated members of the Viatris board – Ian Read and Jim Kilts. Ian is a highly regarded industry veteran with a strong record of value creation and extensive knowledge of the Upjohn business and the markets in which both Upjohn and Mylan operate. Jim has a distinguished career in business, serving as chief executive officer of two global companies and establishing a successful private equity firm. Ian and Jim are proven leaders with governance expertise and financial acumen, which will benefit Viatris patients and shareholders in the years to come. I sincerely thank them for their significant contributions to Pfizer’s success.”

“I’m delighted that Ian and Jim will serve on the Viatris board,” said Mylan Chairman Robert J. Coury. “I’ve known Ian for some time, and his overall experience and knowledge of the Upjohn portfolio will serve Viatris well given the purpose and direction of the new company. Jim brings extensive leadership and transformation experience – a skillset that will be especially relevant for Viatris as the new company continues the extensive transformation of the legacy Mylan business and creates a new champion for global health. Combined with other talented members expected on our new board, Ian and Jim will help unlock the value of our combined assets and accelerate our ability to serve the world’s changing health needs.”

As previously announced, upon the completion of the transaction, Robert J. Coury will serve as the Executive Chairman of the Viatris board and Michael Goettler, current Group President, Upjohn, will serve as Chief Executive Officer and board member. Also, as previously announced, Ian Read has chosen to retire from Pfizer’s board on December 31, 2019. James Kilts will cease being a member of Pfizer’s board immediately upon the closing of the transaction.

About Pfizer: Breakthroughs That Change Patients’ Lives

At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products, including innovative medicines and vaccines. Every day, Pfizer colleagues work across developed and emerging markets to

advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world’s premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, we have worked to make a difference for all who rely on us. We routinely post information that may be important to investors on our website at www.Pfizer.com. In addition, to learn more, please visit us on www.Pfizer.com and follow us on Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.

About Mylan

Mylan is a global pharmaceutical company committed to setting new standards in healthcare. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what’s right, not what’s easy; and impact the future through passionate global leadership. We offer a growing portfolio of more than 7,500 marketed products around the world, including antiretroviral therapies on which more than 40% of people being treated for HIV/AIDS globally depend. We market our products in more than 165 countries and territories. We are one of the world’s largest producers of active pharmaceutical ingredients. Every member of our approximately 35,000-strong workforce is dedicated to creating better health for a better world, one person at a time. Learn more at Mylan.com. We routinely post information that may be important to investors on our website at investor.mylan.com.

ADDITIONAL INFORMATION

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed combination of Upjohn Inc. (“Newco”), a wholly owned subsidiary of Pfizer Inc. (“Pfizer”) and Mylan N.V. (“Mylan”), which will immediately follow the proposed separation of the Upjohn business (the “Upjohn Business”) from Pfizer (the “proposed transaction”), Newco and Mylan have filed certain materials with the Securities and Exchange Commission (the “SEC”), including, among other materials, the Registration Statement on Form S-4 which includes a proxy statement/prospectus (as amended, the “Form S-4”), and Form 10 which includes an information statement (as amended, the “Form 10”), each of which has been filed by Newco with the SEC on October 25, 2019 and subsequently amended. The registration statements have not yet become effective. After the Form S-4 is effective, a definitive proxy statement/prospectus will be sent to the Mylan shareholders seeking approval of the proposed transaction, and after the Form 10 is effective, a definitive information statement will be made available to the Pfizer stockholders relating to the proposed transaction. Newco and Mylan intend to file additional relevant materials with the SEC in connection with the proposed transaction, including a proxy statement of Mylan in definitive form. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, NEWCO AND THE PROPOSED TRANSACTION. The documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s

website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Mylan, upon written request to Mylan, at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizer’s internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizer’s Investor Relations Department at (212) 733-2323, as applicable.

FORWARD LOOKING STATEMENTS

This communication contains “forward-looking statements”. Such forward-looking statements may include, without limitation, statements about the proposed transaction, the expected timetable for completing the proposed transaction, the benefits and synergies of the proposed transaction, future opportunities for the combined company and products and any other statements regarding Pfizer’s, Mylan’s, the Upjohn Business’s or the combined company’s future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. Forward-looking statements may often be identified by the use of words such as “will”, “may”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “pipeline”, “intend”, “continue”, “target”, “seek” and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; changes in relevant tax and other laws; the parties’ ability to consummate the proposed transaction; the conditions to the completion of the proposed transaction, including receipt of approval of Mylan’s shareholders, not being satisfied or waived on the anticipated timeframe or at all; the regulatory approvals required for the proposed transaction not being obtained on the terms expected or on the anticipated schedule or at all; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with accounting principles generally accepted in the United States of America and related standards, or on an adjusted basis; the integration of Mylan and Newco being more difficult, time consuming or costly than expected; Mylan’s, the Upjohn Business’s and the combined company’s failure to achieve expected or targeted future financial and operating performance and results; the possibility that the combined company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the proposed transaction within the expected time frames or at all or to successfully integrate Mylan and Newco; customer loss and business disruption being greater than expected following the proposed transaction; the retention of key employees being more difficult following the proposed transaction; any regulatory, legal or other impediments to Mylan’s, the Upjohn Business’s or the combined company’s ability to bring new products to market, including but not limited to where Mylan, the Upjohn Business or the combined company uses its business judgment and decides to manufacture, market and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an “at-risk launch”); success of clinical trials and Mylan’s, the Upjohn Business’s or the combined company’s ability to execute on new product opportunities; any changes in or difficulties with Mylan’s, the Upjohn Business’s or the combined company’s manufacturing facilities, including with respect to remediation and restructuring activities, supply chain or inventory or the ability to meet anticipated demand; the scope, timing and outcome of any ongoing legal proceedings, including government investigations, and the impact of any such proceedings on Mylan’s, the Upjohn Business’s or the combined company’s consolidated financial

condition, results of operations and/or cash flows; Mylan’s, the Upjohn Business’s and the combined company’s ability to protect their respective intellectual property and preserve their respective intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; actions and decisions of healthcare and pharmaceutical regulators; the impacts of competition; changes in the economic and financial conditions of the Upjohn Business or the business of Mylan or the combined company; uncertainties regarding future demand, pricing and reimbursement for Mylan’s, the Upjohn Business’s or the combined company’s products; and uncertainties and matters beyond the control of management and other factors described under “Risk Factors” in each of Pfizer’s and Mylan’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. These risks, as well as other risks associated with Mylan, the Upjohn Business, the combined company and the proposed transaction are also more fully discussed in the Form S-4 and the Form 10. You can access Pfizer’s, Mylan’s or Newco’s filings with the SEC through the SEC website at www.sec.gov or through Pfizer’s or Mylan’s website, as applicable, and Pfizer and Mylan strongly encourage you to do so. Except as required by applicable law, Pfizer, Mylan and Newco undertake no obligation to update any statements herein for revisions or changes after the date of this communication.

PARTICIPANTS IN THE SOLICITATION

This communication is not a solicitation of a proxy from any investor or security holder. However, Pfizer, Mylan, Newco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pfizer may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2019, its definitive proxy statement and additional proxy statement relating to its 2019 Annual Meeting filed with the SEC on March 14, 2019 and on April 2, 2019, respectively, and Current Report on Form 8-K filed with the SEC on June 27, 2019. Information about the directors and executive officers of Mylan may be found in its amended Annual Report on Form 10-K filed with the SEC on April 30, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting filed with the SEC on May 24, 2019. Additional information regarding the interests of these participants can also be found in the Form S-4 and will also be included in the definitive proxy statement of Mylan in connection with the proposed transaction when it becomes available. These documents (when they are available) can be obtained free of charge from the sources indicated above.

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