SEPARATION AND DISTRIBUTION AGREEMENT by and between PFIZER INC. and UPJOHN INC. Dated as of July 29, 2019Separation and Distribution Agreement • July 29th, 2019 • Mylan N.V. • Pharmaceutical preparations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 29, 2019, is by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
BUSINESS COMBINATION AGREEMENT by and among PFIZER INC., UPJOHN INC., UTAH ACQUISITION SUB INC., MYLAN N.V., MYLAN I B.V. and MYLAN II B.V. Dated as of July 29, 2019Business Combination Agreement • July 29th, 2019 • Mylan N.V. • Pharmaceutical preparations • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) dated as of July 29, 2019, is 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”), 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.”
