Acquisitions and Other Transactions Upjohn Business Combination Agreement On July 29, 2019, the Company, Pfizer Inc. (Pfizer), Upjohn Inc., a wholly-owned subsidiary of Pfizer (Upjohn or Newco), and certain other affiliated entities entered into a Business Combination Agreement (the Business Combination Agreement) pursuant to which the Company will combine with Pfizers Upjohn Business (the Upjohn Business) in a Reverse Morris Trust transaction (the Combination). Newco, which will be the parent entity of the combined Upjohn Business and Mylan business, will be renamed Viatris effective as of the closing of the Combination. The Upjohn Business is a global, primarily off-patent branded and generic established medicines business, which includes 20 primarily off-patent solid oral dose legacy brands, such as Lyrica, Lipitor, Celebrex and Viagra. Prior to the Combination and pursuant to a Separation and Distribution Agreement (the Separation Agreement), dated as of July 29, 2019, between Pfizer and Newco, Pfizer will, among other things, transfer to Newco substantially all of the assets and liabilities comprising the Upjohn Business (the Separation) and, thereafter, Pfizer will distribute to Pfizer stockholders all of the issued and outstanding shares of Newco (the Distribution). When the Distribution and Combination are completed, Pfizer stockholders as of the record date of the Distribution will own 57% of the outstanding shares of Newco common stock, and Mylan shareholders as of immediately before the Combination will own 43% of the outstanding shares of Newco common stock, in each case on a fully diluted basis. Newco will make a cash payment to Pfizer equal to $12 billion , to be funded with the proceeds of debt to be incurred by Newco in connection with the foregoing transactions, as partial consideration for the contribution of the Upjohn Business from Pfizer to Newco. Newco has obtained commitments for the initial financing of the transaction in the form of a bridge loan from certain financial institutions. If Newco obtains additional funding by issuing securities or obtaining other loans, the amount of the bridge facility will be correspondingly reduced. The bridge loan is subject to customary terms and conditions including a financial covenant. The consummation of the Combination is subject to the satisfaction (or, if applicable, valid waiver) of various conditions, including (a) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder and the receipt of regulatory approvals in certain other jurisdictions, (b) the consummation of the Separation and the Distribution in accordance with the terms of the Separation Agreement, (c) the approval of the Combination by Mylan shareholders, (d) the absence of any legal restraint (including legal actions or proceedings pursued by U.S. state authorities in the relevant states) preventing the consummation of the transactions, (e) in the case of Pfizers and Newcos obligations to consummate the transactions, (i) the distribution of $12 billion in cash from Upjohn to Pfizer in accordance with the terms of the Separation Agreement and (ii) the receipt by Pfizer of a U.S. Internal Revenue Service (IRS) ruling and tax opinion of its tax counsel with respect to the Combination, and (f) other customary closing conditions. On March 17, 2020, Pfizer received the IRS ruling with respect to the Combination, which is generally binding, unless the relevant facts or circumstances change prior to closing. On February 13, 2020, the registration statement on Form S-4 filed by Newco in connection with the Combination was declared effective by the SEC, Newco filed a prospectus with the SEC in connection with the Combination and Mylan filed a definitive proxy statement with the SEC in connection with the Combination. On March 26, 2020, Mylan and Pfizer announced that due to the unprecedented circumstances surrounding the COVID-19 pandemic, including associated delays in the regulatory review process, the Combination is now anticipated to close in the second half of 2020. It was also announced that, in light of increased meeting and other restrictions due to COVID-19 developments in the Netherlands, Mylans extraordinary general meeting of shareholders to approve certain matters in connection with the Combination was rescheduled from April 27, 2020 to June 30, 2020.