AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 18th, 2000 • Warner Lambert Co • Pharmaceutical preparations • Delaware
Exhibit 1 AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of November 3, 1999 (the "Amendment"), between WARNER-LAMBERT, a Delaware corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation, as rights agent...Rights Agreement • November 12th, 1999 • Warner Lambert Co • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED RIGHTS AGREEMENT Amended and Restated Rights Agreement ("Agreement"), dated as of March 25, 1997 between Warner-Lambert Company, a Delaware corporation (the "Company"), and First Chicago Trust Company of New York, a New York...Rights Agreement • March 27th, 1997 • Warner Lambert Co • Pharmaceutical preparations • Delaware
EXHIBIT 99.1.1] [Letterhead of Pfizer Inc.] February 28, 1997 Warner-Lambert Company 201 Tabor Road Morris Plains, New Jersey 07950 Attn: Maurice Renshaw Corporate Vice President President, Parke-Davis, U.S. and Mexico Re: First Amendment to...Collaboration Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations
EXHIBIT 1 MERGER AGREEMENT AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 26, 1999Merger Agreement • February 5th, 1999 • Warner Lambert Co • Pharmaceutical preparations • Delaware
EXHIBIT 2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of January 26, 1999 (the "Agreement"), by and between Agouron Pharmaceuticals, Inc., a California corporation ("Issuer"), and Warner-Lambert Company, a Delaware...Stock Option Agreement • February 5th, 1999 • Warner Lambert Co • Pharmaceutical preparations • Delaware
AMENDMENTInternational License Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 3, 1999Merger Agreement • November 8th, 1999 • Warner Lambert Co • Pharmaceutical preparations • Delaware
AMENDMENTInternational Collaboration Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
May 22, 1997 Pfizer Inc. 235 East 42nd Street New York, New York 10017-5755 Attention: President, U.S. Pharmaceutical Group Re: Baseline Sales Adjustment Dear Sirs: Reference is hereby made to the Collaboration Agreement, effective as of June 28, 1996...Collaboration Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations
EXHIBIT 2.2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of November 3, 1999 (the "Agreement"), by and between American Home Products Corporation, a Delaware corporation ("Issuer"), and Warner-Lambert Company, a Delaware corporation...Stock Option Agreement • November 8th, 1999 • Warner Lambert Co • Pharmaceutical preparations • Delaware
EXHIBIT 99.4.1] AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of December 4, 1997 (this "Amendment"), to the International Co-Promotion Agreement, effective as of June 28, 1996 (the "Agreement") by and between Warner-Lambert Company, a Delaware...International Co-Promotion Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
ARTICLE I DEFINITIONSCollaboration Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
June 30, 1999 Warner-Lambert Company 201 Tabor Road Morris Plains, New Jersey 07950 Re: Second Amendment to Collaboration Agreement Dear Sirs/Madam: Pfizer Inc. ("Pfizer") and Warner-Lambert Company ("Warner-Lambert") entered into a Collaboration...Collaboration Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations
EXHIBIT 99.3] INTERNATIONAL COLLABORATION AGREEMENT This Agreement, effective as of June 28, 1996, is made by and between WARNER-LAMBERT COMPANY, a Delaware corporation (hereinafter "WARNER-LAMBERT"), with primary offices located at 201 Tabor Road,...International Collaboration Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
AMENDMENTInternational Co-Promotion Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
WITNESSETH:Confidentiality Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
ARTICLE I1992 Stock Plan • March 28th, 2000 • Warner Lambert Co • Pharmaceutical preparations • New Jersey
ARTICLE I PURPOSE OF PLAN1996 Stock Plan • March 28th, 2000 • Warner Lambert Co • Pharmaceutical preparations • New Jersey
ANDStock Put and Purchase Agreement • February 28th, 2000 • Warner Lambert Co • Pharmaceutical preparations • New York
CONFORMED COPY AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 6, 2000Merger Agreement • February 18th, 2000 • Warner Lambert Co • Pharmaceutical preparations • Delaware
EXHIBIT 99.2] OPTION AGREEMENT This Agreement, effective as of June 28, 1996, is made by and between WARNER-LAMBERT COMPANY, a Delaware corporation (hereinafter "WARNER-LAMBERT"), with primary offices located at 201 Tabor Road, Morris Plains, New...Option Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
EXHIBIT 99.5.3] AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of December 1, 1998 (this "Amendment"), to the International License Agreement, effective as of June 28, 1996 (the "Agreement") by and between Warner-Lambert Company, a Delaware...International License Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
EXHIBIT 99.5] INTERNATIONAL LICENSE AGREEMENT This Agreement, effective as of June 28, 1996, is made by and between WARNER-LAMBERT COMPANY, a Delaware corporation (hereinafter "WARNER- LAMBERT"), with primary offices located at 201 Tabor Road, Morris...International License Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
ARTICLE IRestricted Stock Plan • March 28th, 2000 • Warner Lambert Co • Pharmaceutical preparations • New Jersey
ARTICLE I PURPOSE OF PLAN1989 Stock Plan • March 28th, 2000 • Warner Lambert Co • Pharmaceutical preparations • New Jersey
ARTICLE I PURPOSE OF PLANIncentive Compensation Plan • March 28th, 2000 • Warner Lambert Co • Pharmaceutical preparations • New York
EXHIBIT 99.4] INTERNATIONAL CO-PROMOTION AGREEMENT This Agreement, effective as of June 28, 1996, is made by and between WARNER-LAMBERT COMPANY, a Delaware corporation (hereinafter "WARNER- LAMBERT"), with primary offices located at 201 Tabor Road,...International Co-Promotion Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
Exhibit 10(c) CONSULTING AGREEMENT CONSULTING AGREEMENT (the "Agreement"), dated as of the 27th day of April, 1999, between WARNER-LAMBERT COMPANY, a Delaware corporation with offices at 201 Tabor Road, Morris Plains, New Jersey (the "Company") and...Consulting Agreement • May 12th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New Jersey
AMENDMENTInternational Co-Promotion Agreement • November 16th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New York
Exhibit 10(b) May 1, 1999 Mr. Lodewijk J.R. de Vink 201 Tabor Road Morris Plains, NJ 07950 Dear Mr. de Vink: This letter sets forth the agreement ("Agreement") governing your continued employment by Warner-Lambert Company (the "Company"). The...Employment Agreement • May 12th, 1999 • Warner Lambert Co • Pharmaceutical preparations • New Jersey
