EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 16, 2020, is by

and between PFIZER INC., a Delaware corporation (“Pluto”), and UPJOHN INC., a Delaware corporation

(“Spinco”). Pluto and Spinco are sometimes referred to herein individually as a “Party” and collectively as the

“Parties.”

R E C I T A L S:

WHEREAS, the Board of Directors of Pluto has determined that it is appropriate and desirable to separate

the Spinco Business from the Pluto Business so that, as of the Distribution Date, the Spinco Business is held by

members of the Spinco Group and the Pluto Business is held by members of the Pluto Group (the “Separation”);

and

WHEREAS, in furtherance of the foregoing, the Parties have entered into this Agreement, which is an

Ancillary Agreement to the Separation and Distribution Agreement by and between the Parties, dated as of

July 29, 2019, as amended (the “Separation Agreement”), to govern the rights and obligations of the Parties with

respect to employment, compensation, employee benefits and related matters in connection with the

Transactions, and to ratify actions previously taken in connection with the Contribution, as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in

this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation

Agreement. For purposes of this Agreement the terms set forth below shall have the following meanings:

“Actuarial Assumptions” has the meaning set forth in Section 5.02(e).

“Agreement” has the meaning set forth in the Preamble.

“Asset Sale Effective Time” has the meaning set forth in the Business Combination Agreement.

“China Heating Allowance” has the meaning set forth in Section 12.03.

“COBRA” means the continuation coverage requirements for “group health plans” under Title X of the

Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and as codified in

Section 4980B of the Code and Sections 601 through 608 of ERISA and any similar foreign, state or local Laws.

“Code” means the Internal Revenue Code of 1986, as amended.

“Converted Spinco RSU Awards” has the meaning set forth in the Business Combination Agreement.

“Delayed Market” shall have the meaning set forth in the NEB Agreement.

“Determination Date” has the meaning set forth in the Business Combination Agreement.

“Employee” means any Pluto Employee or Spinco Employee.

“Employment Tax” means any Tax with respect to wages or other compensation of Employees and

Former Employees, including the employers’ and the employees’ portion of any such Tax.

Pfizer Employee Matters Agreement — page 2

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“FMLA” means the Family and Medical Leave Act of 1993, as amended from time to time, and any

similar foreign, state or local Laws.

“Forfeited Pluto Equity Awards” has the meaning set forth in Section 11.02(b).

“Former Employee” means a Former Pluto Employee or a Former Spinco Employee.

“Former Pluto Employee” means any individual who is a former employee of Pluto or any of its

Subsidiaries as of the Distribution Time and who is not a Former Spinco Employee.

“Former Pluto Independent Contractor” means any individual who is a former independent contractor of

Pluto or any of its Subsidiaries as of the Distribution Time and who is not a Former Spinco Independent

Contractor.

“Former Pluto Service Provider” means a Former Pluto Employee or Former Pluto Independent

Contractor.

“Former Service Provider” means a Former Pluto Service Provider or Former Spinco Service Provider.

“Former Spinco Employee” means any individual whose employment with Pluto and its Subsidiaries

terminated (or who went on long-term disability leave) on or after December 1, 2018 (for individuals employed

outside the United States) or January 1, 2019 (for individuals employed in the United States) and prior to the

Distribution Time, and who immediately prior to such termination (or, for individuals on long-term disability

leave, immediately prior to ceasing active employment) was exclusively or primarily engaged in the Spinco

Business.

“Former Spinco Independent Contractor” means any individual independent contractor whose

engagement with Pluto and its Subsidiaries terminated on or after December 1, 2018 (for individuals providing

services outside the United States) or January 1, 2019 (for individuals providing services in the United States)

and prior to the Distribution Time, and who immediately prior to such termination was exclusively or primarily

engaged in the Spinco Business.

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“Former Spinco Service Provider” means a Former Spinco Employee or Former Spinco Independent

Contractor.

“Health and Welfare Plans” means, when immediately preceded by “Pluto,” the Pluto Health Plans, the

Pluto Health and Insurance Program, and the other health and welfare plans established and maintained by the

Pluto Group and, when immediately preceded by “Spinco,” Spinco Health Plans, and the other health and

welfare plans sponsored or maintained by or to be established, sponsored or maintained by the Spinco Group.

“Health Plans” means, when immediately preceded by “Pluto,” the group health plans and such other

health plans or programs, including medical, prescription drug, dental and vision plans and programs established

and maintained by the Pluto Group and, when immediately preceded by “Spinco,” the health plans, programs

and arrangements sponsored or maintained by or to be established, sponsored or maintained by the Spinco

Group.

“Initial Monthly Transfer Amount” has the meaning set forth in Section 5.01(b)(ii).

“IRS” means the United States Internal Revenue Service.

“Japan Lyrica Employee” means any Spinco Employee who, as of the Distribution Time, is primarily

engaged in the sale or marketing of Lyrica in Japan.

“Labor Agreement” has the meaning set forth in Section 2.01.

Pfizer Employee Matters Agreement — page 3

“Life Insurance Plans” means, when immediately preceded by “Pluto,” the life insurance plans of the

Pluto Group, and, when immediately preceded by “Spinco,” the life insurance plans sponsored or maintained or

to be established or maintained by the Spinco Group that corresponds to the respective Pluto Life Insurance

Plan.

“Mercer” means the business unit of Marsh & McLennan Companies, Inc. operating under the name

“Mercer.”

“Monthly Assets” has the meaning set forth in Section 5.01(b)(ii).

“Monthly Asset Transfer Amount” has the meaning set forth in Section 5.01(b)(ii).

“Monthly Valuation Date” has the meaning set forth in Section 5.01(b)(ii).

“Non-U.S. Defined Benefit Plan Transfer Amounts” has the meaning set forth in Section 5.02(a).

“Participating Company” means, with respect to any Plan: (a) any Person (other than an individual) that

Pluto has approved for participation in, has accepted participation in, and which is participating in, a Plan

sponsored by the Pluto Group; or (b) any Person (other than an individual) which, by the terms of such Plan,

participates in such Plan or any employees of which, by the terms of such Plan, participate in or are covered by

such Plan.

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“Party” has the meaning set forth in the Preamble.

“PBO” has the meaning set forth in Section 5.02(a).

“Plan” means any written or unwritten plan, policy, program, payroll practice, arrangement, contract,

trust, insurance policy, or any agreement or funding vehicle providing compensation or benefits to Service

Providers, Former Service Providers or directors of a member of the Pluto Group or the Spinco Group.

“Pluto” has the meaning set forth in the Preamble.

“Pluto Canada Retiree Medical Plan” means the Pfizer Canada ULC Post-Retirement Benefit Plan.

“Pluto Cash Awards” means a cash-based long-term incentive award.

“Pluto Delayed Employment Period” has the meaning set forth in Section 4.01(e).

“Pluto Delayed Transfer Employee” has the meaning set forth in Section 4.01(e).

“Pluto Employees” has the meaning set forth in Section 4.01(a).

“Pluto Equity Awards” means a Pluto Option Award, Pluto RSU Award, Pluto TSRU Award, Pluto

Performance Share Award or Pluto Portfolio Performance Share Award.

“Pluto Dependent Care Flexible Benefits Plan” means the Pluto Dependent Care Spending Account Plan.

“Pluto Healthcare Flexible Benefits Plan” means the Pluto Health Care Spending Account Plan.

“Pluto Independent Contractors” has the meaning set forth in Section 4.02.

“Pluto Individual Agreement” means any individual (a) employment contract or offer letter, (b) retention,

severance or change in control agreement, (c) expatriate (including any international assignee) contract or

agreement (including agreements and obligations regarding repatriation, relocation or equalization of Taxes and

living standards in the host country) or (d) other agreement containing restrictive covenants (including

confidentiality, non-competition and non-solicitation provisions) between a member of the Pluto Group and (i) a

Pfizer Employee Matters Agreement — page 4

Pluto Employee or (ii) a Former Pluto Employee, in each case, as in effect immediately prior to the Distribution

Date.

“Pluto Japan Pension Plan” means Pfizer Kigyougata Nenkin Kiyaku.

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“Pluto Leave of Absence Programs” means the personal, medical, military and FMLA leave and other

leaves of absence required by applicable Law or offered from time to time under the personnel policies and

practices of the Pluto Group.

“Pluto Master Trust” has the meaning set forth in Section 5.01(b).

“Pluto Non-U.S. Defined Benefit Plans” has the meaning set forth in Section 5.02(a).

“Pluto Nonqualified Plans” means the plans identified in Annex A.

“Pluto Option Award” means an award of an option to purchase Pluto Shares pursuant to a Pluto Stock

Plan.

“Pluto Performance Share Award” means an award to receive Pluto Shares that is subject to corporate

performance criteria, issued pursuant to a Pluto Stock Plan.

“Pluto Plans” means the Plans established, sponsored or maintained by any member of the Pluto Group

but excluding any Spinco Plans.

“Pluto Portfolio Performance Share Award” means an award to receive Pluto Shares that is subject to

corporate performance criteria related to Pluto’s long-term product portfolio during a five (5)-year period, issued

pursuant to a Pluto Stock Plan.

“Pluto RSU Award” means an award representing a contractual right to receive Pluto Shares or the cash

value thereof, which right is subject to transfer restrictions or to employment and/or performance vesting

conditions, issued pursuant to a Pluto Stock Plan.

“Pluto Service Provider” means a Pluto Employee or Pluto Independent Contractor.

“Pluto Share” means a share of Pluto Common Stock.

“Pluto Stock Plan” means the Pluto Inc. 2019 Stock Plan, Pluto Inc. 2014 Stock Plan, Pluto Inc. 2004

Stock Plan and any other plan, program or arrangement, pursuant to which employees and other service

providers hold Pluto Option Awards, Pluto RSU Awards, Pluto TSRU Awards, Pluto Performance Share

Awards, Pluto Portfolio Performance Share Awards or other Pluto equity incentives.

“Pluto TSRU Award” means an award of total shareholder return units with respect to Pluto Shares

granted pursuant to a Pluto Stock Plan that is settled based on the change in the stock price of Pluto Shares over

the applicable settlement period, as well as accrued dividend equivalents, subject to certain restrictions.

“Puerto Rico DB Plans” has the meaning set forth in Section 5.01(b).

“Puerto Rico Health Plan” means the Spinco Puerto Rico Health and Welfare Plan.

“Puerto Rico Retiree Medical Plan” means the Pluto Puerto Rico Retiree Medical and Dental Plan.

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“Puerto Rico Savings Plan” means the Pluto Puerto Rico Savings Plan for Employees Resident in Puerto

Rico.

Pfizer Employee Matters Agreement — page 5

“QDRO” means a domestic relations order that qualifies under Section 414(p) of the Code and

Section 206(d) of ERISA and that creates or recognizes an alternate payee’s right to, or assigns to an alternate

payee, all or a portion of the benefits payable to a participant under a plan qualified under Section 401(a) of the

Code.

“Quarterly Asset” has the meaning set forth in Section 5.01(b)(iii).

“Quarterly Asset Transfer Amount” has the meaning set forth in Section 5.01(b)(iii).

“Quarterly Valuation Date” has the meaning set forth in Section 5.01(b)(iii).

“Requesting Party” has the meaning set forth in Section 14.05.

“Savings Plan” means, when immediately preceded by “Pluto,” the Pluto Savings Plan, a defined

contribution plan, and, when immediately preceded by “Spinco,” the defined contribution plan funded by a trust

that is qualified under Section 401(a) of the Code and exempt from taxation under Section 501(a)(1) of the

Code, to be established, sponsored or maintained by Spinco pursuant to Section 6.01(c).

“Service Provider” means a Pluto Service Provider or Spinco Service Provider.

“Separation” has the meaning set forth in the Recitals.

“Separation Agreement” has the meaning set forth in the Recitals.

“Share Sale Effective Time” has the meaning set forth in the Business Combination Agreement.

“Spinco” has the meaning set forth in the Preamble.

“Spinco Delayed Employment Period” has the meaning set forth in Section 4.01(d).

“Spinco Delayed Transfer Employee” has the meaning set forth in Section 4.01(d).

“Spinco Delayed Transfer Employee Transfer Date” has the meaning set forth in Section 4.01(d).

“Spinco Employee” has the meaning set forth in Section 4.01(a).

“Spinco Flexible Benefits Plan” means the Spinco Dependent Care Spending Account Plan to be

established, sponsored or maintained by Spinco to accept a spin-off of the flexible spending reimbursement

accounts of Spinco Employees under the Pluto Dependent Care Flexible Benefits Plan in accordance with

Section 8.04.

“Spinco Fringe Benefits” means any fringe benefits, plans, programs and arrangements sponsored or

maintained or to be established, sponsored or maintained by the Spinco Group.

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“Spinco Independent Contractors” has the meaning set forth in Section 4.02.

“Spinco Individual Agreement” means any individual (a) employment contract or offer letter,

(b) retention, severance or change in control agreement, (c) expatriate (including any international assignee)

contract or agreement (including agreements and obligations regarding repatriation, relocation or equalization of

Taxes and living standards in the host country) or (d) other agreement containing restrictive covenants

(including confidentiality, non-competition and non-solicitation provisions) between a member of the Pluto

Group or Spinco Group and (i) a Spinco Employee or (ii) Former Spinco Employee, as in effect immediately

prior to the Distribution Date.

“Spinco Long-Term Disability Plans” means the long-term disability plans sponsored or maintained or to

be established, sponsored or maintained by the Spinco Group.

Pfizer Employee Matters Agreement — page 6

“Spinco Make-Whole Award” has the meaning set forth in Section 11.02(b).

“Spinco Master Trust” has the meaning set forth in Section 5.01(b).

“Spinco Non-U.S. Defined Benefit Plans” has the meaning set forth in Section 5.02(a).

“Spinco Plans” means the Plans sponsored or maintained by Spinco or to be established, sponsored or

maintained by any member of the Spinco Group as of or after the Distribution Time.

“Spinco Retiree Medical Plan” has the meaning set forth in Section 9.01.

“Spinco Savings Plan” has the meaning set forth in Section 6.01(c).

“Spinco Service Provider” means a Spinco Employee or Spinco Independent Contractor.

“Spinco Short-Term Disability Plans” means the short-term disability plans sponsored or maintained or to

be established, sponsored or maintained by the Spinco Group.

“Spinco Stock Plan” means the Spinco Stock Plan established by Spinco as of the Distribution Time

pursuant to Section 11.01.

“Transferred Account Balances” has the meaning set forth in Section 8.04.

“Transferred Defined Benefit Plan Participants” has the meaning set forth in Section 5.02(a).

“Transition Benefits” has the meaning set forth in Section 3.01(a).

“U.S. Retiree Medical Plan” means the Pluto Retiree Medical Plan providing for medical and voluntary

dental coverage.

“Utah Ordinary Share” has the meaning set forth in the Business Combination Agreement.

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“WARN” has the meaning set forth in Section 4.07.

ARTICLE II

GLOBAL PROVISION; GENERAL ALLOCATION OF LIABILITIES

Section 2.01 General Principles. All provisions herein shall be subject to the requirements of all

applicable Law and any collective bargaining, works council or similar agreement or arrangement with any

labor union, works council or other labor representative (each, a “Labor Agreement”). Notwithstanding anything

in this Agreement to the contrary, if the terms of a Labor Agreement or applicable Law require that any Assets

or Liabilities be retained or assumed by, or transferred to, a Party in a manner that is different than what is set

forth in this Agreement, such retention, assumption or transfer shall be made in accordance with the terms of

such Labor Agreement and applicable Law and shall not be made as otherwise set forth in this Agreement;

provided that, in such case, the Parties shall take all necessary action to preserve the economic terms of the

allocation of Assets and Liabilities contemplated by this Agreement. The provisions of this Agreement shall

apply in respect of all jurisdictions wherever situated; provided, however, that to the extent a Local Separation

Agreement addresses employment, the services of individual independent contractors, compensation or benefit

matters, the terms of such Local Separation Agreement shall govern in respect of matters relating to Service

Providers employed or providing services in the applicable jurisdiction or Former Service Providers previously

employed or providing services in the applicable jurisdiction; provided further that, unless otherwise agreed,

such Local Separation Agreement shall be consistent with the principles set forth herein.

Section 2.02 Acceptance and Assumption of Spinco Liabilities. Except as otherwise provided by this

Agreement, as of no later than immediately prior to the Distribution Time, Spinco and the applicable Spinco

Pfizer Employee Matters Agreement — page 7

Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following

Liabilities in accordance with their respective terms (each of which shall be considered a Spinco Liability),

regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based

occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities

are asserted or determined (including any Liabilities arising out of Actions by Pluto’s or Spinco’s respective

directors, officers, Service Providers, Former Service Providers, agents, Subsidiaries or Affiliates against any

member of the Pluto Group or the Spinco Group) or whether asserted or determined prior to the date hereof, and

regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or

misrepresentation by any member of the Pluto Group or the Spinco Group, or any of their respective directors,

officers, Service Providers, Former Service Providers, agents, Subsidiaries or Affiliates:

(a) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and

any other compensation or benefits payable to or on behalf of any Spinco Service Providers and Former Spinco

Service Providers after the Distribution Time, without regard to when such wages, salaries, incentive

compensation, equity compensation, commissions, bonuses or other compensation or benefits are or may have

been awarded or earned, including any and all Liabilities with respect to Transition Benefits; provided that if,

pursuant to the NEB Agreement or other agreements between the Parties, the Spinco Group bears any Liabilities

with respect to Transition Benefits, the Spinco Group shall not be required to provide duplicative reimbursement

of, or otherwise compensate the Pluto Group for, such Liabilities;

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(b) any and all Liabilities arising out of, relating to or resulting from the employment, service, termination

of employment or termination of service of all Spinco Service Providers and Former Spinco Service Providers

and their respective dependents and beneficiaries, other than any Liabilities expressly assumed or retained by

Pluto under the Separation Agreement or any Ancillary Agreement;

(d) any and all Liabilities expressly assumed or retained by any member of the Spinco Group pursuant to

this Agreement.

Section 2.03 Acceptance and Assumption of Pluto Liabilities. Except as otherwise provided by this

Agreement, as of no later than immediately prior to the Distribution Time, Pluto and certain members of the

Pluto Group designated by Pluto shall accept, assume and agree faithfully to perform, discharge and fulfill all of

the following Liabilities in accordance with their respective terms (each of which shall be considered a Pluto

Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are

based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such

Liabilities are asserted or determined (including any Liabilities arising out of Actions by Pluto’s or Spinco’s

respective directors, officers, Service Providers, Former Service Providers, agents, Subsidiaries or Affiliates

against any member of the Pluto Group or the Spinco Group) or whether asserted or determined prior to the date

hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of

Law, fraud or misrepresentation by any member of the Pluto Group or the Spinco Group, or any of their

respective directors, officers, Service Providers, Former Service Providers, agents, Subsidiaries or Affiliates:

(a) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and

any other compensation or benefits payable to or on behalf of any Pluto Service Providers and Former Pluto

Service Providers after the Distribution Time, without regard to when such wages, salaries, incentive

compensation, equity compensation, commissions, bonuses or other compensation or benefits are or may have

been awarded or earned;

(b) any and all Liabilities arising out of, relating to or resulting from the employment, service, termination

of employment or termination of service of all Pluto Service Providers and Former Pluto Service Providers and

their respective dependents and beneficiaries, other than any Liabilities expressly assumed or retained by Spinco

under the Separation Agreement or any Ancillary Agreement;

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(d) all Liabilities arising out of, relating to or resulting from the transfer of Spinco Employees from the

Pluto Group to the Spinco Group that arise in respect of any applicable notice and/or severance obligations,

obligations to transfer or obligations to notify and/or consult in compliance with a Labor Agreement or

Pfizer Employee Matters Agreement — page 8

applicable Law, in each case, solely with respect to transfers contemplated by the Internal Reorganization Plan,

other than (i) any Liabilities arising in connection with the Spinco Group’s noncompliance with applicable Law,

the Separation Agreement or any Ancillary Agreement, any Labor Agreement, any Plan or any Spinco

Individual Agreement, in each case, following the Distribution Date or relating to an action or inaction of Utah

or its Affiliates before, on or after the Distribution Date, or (ii) any Liabilities that are otherwise allocated to

Spinco under the Separation Agreement or any Ancillary Agreement; and

(e) any and all Liabilities expressly assumed or retained by any member of the Pluto Group pursuant to

this Agreement.

Section 2.04 Unaddressed Liabilities

To the extent that this Agreement does not address particular

Liabilities whether under a Plan or otherwise and the Parties later determine that they should be allocated in

connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the

handling of comparable Liabilities under this Agreement.

ARTICLE III

GENERAL PLAN MATTERS

Section 3.01 Pluto Plans.

(a) Participation in Pluto Plans. Except as otherwise set forth herein or as set forth on Exhibit 3.01(a) with

respect to certain transition benefits for certain Spinco Employees and Former Spinco Employees, as applicable

(the “Transition Benefits”), effective as of the Distribution Date, (i) all Spinco Employees and Former Spinco

Employees shall cease actively participating in, or accruing benefits in respect of, the Pluto Plans and (ii) Spinco

and each member of the Spinco Group, to the extent applicable, shall cease to be a Participating Company in

any Pluto Plan.

(b) Spinco’s Obligations Regarding Pluto Plans. With respect to any Pluto Plan that provides benefits to a

Spinco Employee or Former Spinco Employee following the Distribution Time, the Spinco Group shall

cooperate with the Pluto Group on a timely basis to assist with the Pluto Group’s administration of such Plans,

including with respect to: (i) assisting in the administration of claims, to the extent requested by the claims

administrator of such Pluto Plan; (ii) cooperating fully with the Pluto Plan auditors; (iii) providing payroll

processing support; (iv) certifying the qualification of and administering QDROs; (v) preserving the

confidentiality of all financial arrangements the Pluto Group has or may have with any entity or individual with

which the Pluto Group has entered into an agreement relating to the administration of such Pluto Plan; and

(vi) preserving the confidentiality of participant Information to the extent not specified otherwise in this

Agreement.

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applicable Law, the Spinco Group shall provide to the Pluto Group all Information required by the Pluto Group

to facilitate communications related to the Pluto Plans. If requested by Pluto, the Spinco Group shall take, or

cause to be taken, all actions necessary or appropriate to facilitate the timely distribution of all communications

and materials related to the Pluto Plans to participating Spinco Employees or Former Spinco Employees;

provided that such communications shall be subject to the review of Spinco or the applicable member of the

Spinco Group.

(d) Pluto Under No Obligation to Maintain Pluto Plans. Nothing in this Agreement shall preclude the

Pluto Group, at any time, from amending, merging, modifying, terminating, eliminating, reducing or otherwise

altering in any respect any Pluto Plan, any benefit under any Pluto Plan or any trust, insurance policy or funding

vehicle related to any Pluto Plan.

Section 3.02 Spinco Plans.

(a) Establishment of Spinco Plans. Effective as of the Distribution Date (or with respect to Transition

Benefits for certain Spinco Employees and Former Spinco Employees, as applicable, effective as of the dates

indicated on Exhibit 3.01(a)), Spinco, or another member of the Spinco Group, shall adopt or designate Spinco

Health and Welfare Plans, Spinco Fringe Benefits, a Spinco Life Insurance Plan, a Spinco Long-Term Disability

Plan, a Spinco Short-Term Disability Plan, a Spinco Flexible Benefits Plan, a Spinco Savings Plan, a Spinco

Pfizer Employee Matters Agreement — page 9

Retiree Medical Plan, Spinco Non-U.S. Defined Benefit Plans and such other Spinco Plans as may be

determined to be appropriate by the Parties, which Spinco Plans shall generally correspond to the Pluto Plans in

which Spinco Employees and Former Spinco Employees participated immediately prior to the Distribution

Date. Without limiting the generality of the foregoing, such designated Spinco Plans may be the plans sponsored

or maintained by Utah or its Affiliates.

(b) Cooperation in Establishment of Spinco Plans. Prior to the Distribution Date, the Pluto Group and the

Spinco Group shall cooperate to establish Spinco Plans and the related insurance contracts, third-party service

provider agreements and other related agreements and arrangements.

Group shall retain all of the Spinco Plans, including all related Liabilities and Assets, and any related trusts and

other funding vehicles and insurance contracts of any such plans other than as specifically provided in this

Agreement; provided, however, that the applicable member of the Spinco Group may make such changes,

modifications or amendments to such Spinco Plan as may be required by applicable Law or to reflect the

Separation Agreement, including limiting participation in any such Spinco Plan to Spinco Employees or Former

Spinco Employees who participated in the corresponding Pluto Plan immediately prior to the Distribution Time.

Except as otherwise specified in this Agreement or the Business Combination Agreement, Spinco or any

member of the Spinco Group may, at any time after the Distribution Date, amend, merge, modify, terminate,

eliminate, reduce or otherwise alter in any respect any Spinco Plan, any benefit under any Spinco Plan or any

trust, insurance contract or funding vehicle related to any Spinco Plan.

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(d) Transfers of Plan Assets. Except as expressly provided in this Agreement, nothing in this Agreement

shall require Pluto or any member of the Pluto Group to transfer to the Spinco Group any Assets of any member

of the Pluto Group or any Pluto Plan.

Section 3.03 Terms of Participation in Spinco Plans.

(a) No Duplication or Acceleration of Benefits. In no event shall the Spinco Plans provide benefits that are

duplicative of the benefits provided under the Pluto Plans for the same period of service. Pluto and Spinco shall

agree on methods and procedures, including amending the respective Plan documents, to prevent Spinco

Employees and Former Spinco Employees from receiving duplicate benefits from the Pluto Plans and Spinco

Plans. Furthermore, unless expressly provided for in this Agreement, the Separation Agreement or in any

Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create

any right to accelerate vesting distributions or entitlements under any Plan sponsored or maintained by a

member of the Pluto Group or member of the Spinco Group on the part of any Service Provider or Former

Service Provider.

(b) Service Credit. For all purposes under the Spinco Plans, the Spinco Group shall credit all service of

each Spinco Employee and Former Spinco Employee with Pluto or any of its Subsidiaries or their respective

predecessor entities at or before the Distribution Time, to the same extent that such service was credited under

the corresponding Pluto Plans prior to the Distribution Time. The service-crediting provisions shall be subject to

any respectively applicable “service bridging,” “break in service,” “employment date” or “eligibility date” rules

under the Spinco Plans and the corresponding Pluto Plans.

Spinco Employees, and current and former non-employee directors of either Pluto or Spinco shall be deemed to

refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

Section 3.04 Plans Not Required to Be Adopted. With respect to any Plan not addressed in this

Agreement, the Parties shall agree in good faith on the treatment of such Plan, taking into account the handling

of any comparable Plan under this Agreement.

ARTICLE IV

EMPLOYMENT MATTERS FOR SPINCO EMPLOYEES

Section 4.01 Transfer of Employees.

Pfizer Employee Matters Agreement — page 10

(a) Assignment and Transfer of Employees Generally. Except as otherwise provided in this Section 4.01,

effective as of no later than the Distribution Date, the applicable member of the Pluto Group shall have taken

such actions as are necessary to ensure that each Spinco Employee is employed by a member of the Spinco

Group no later than as of the Distribution Date. For purposes of this Agreement, “Spinco Employee” means

each employee of any member of the Pluto Group or the Spinco Group who (A) is employed as of the

Distribution Date, (B) is exclusively or primarily engaged in the Spinco Business (in each case, including any

such individual who is not actively working as of the Distribution Date as a result of an illness,

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injury or leave of absence approved by the Pluto Human Resources department or otherwise taken in accordance

with applicable Law (but not including any individual on long-term disability)) and (C) is listed on the census of

employees of the Spinco Business as of June 13, 2019, as provided to Utah prior to the date of the Separation

Agreement (or is hired or transferred into the Spinco Business to replace any such employee whose employment

terminates prior to the Distribution Date), or is one of up to 500 additional employees consistent with the needs

and objectives of the Spinco Business and consistent with financial projections shared with Utah and ratings

agencies in connection the Transactions. At Utah’s request, Spinco shall provide updated census information,

but in no event more frequently than on a monthly basis. Except as otherwise provided in this Section 4.01,

effective as of no later than the Distribution Date, the applicable member of the Pluto Group shall have taken

such actions as are necessary to ensure that each Pluto Employee is employed by a member of the Pluto Group

no later than as of the Distribution Date. For purposes of this Agreement, “Pluto Employee” means each

employee of any member of the Pluto Group or the Spinco Group who is employed as of the Distribution Date

(including any such individual who is not actively working as of the Distribution Date as a result of an illness,

injury or leave of absence approved by the Pluto Human Resources department or otherwise taken in accordance

with applicable Law), including any employee of any member of the Pluto Group or any member of the Spinco

Group who is on long-term disability as of the Distribution Date, other than the Spinco Employees and the

Former Spinco Employees. Each of the Parties agrees to execute, and to seek to have the applicable Employees

execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) Spinco Employees to Receive Offers. For any jurisdiction in which there is a Spinco Employee but

there will not be a member of the Spinco Group to employ such Spinco Employee until immediately following

the Share Sale Effective Time or the Asset Sale Effective Time (as applicable), Spinco shall or shall cause a

member of the Spinco Group to make a written offer of employment to such Spinco Employee at least fifteen

(15) Business Days prior to the Distribution Date (or earlier, if required by applicable Law), which offer shall

provide (i) compensation and benefits on terms that are consistent with Section 8.18 of the Business

Combination Agreement, (ii) that the Spinco Employee’s employment with the Spinco Group shall commence

immediately following the Share Sale Effective Time or the Asset Sale Effective Time (as applicable) and

(iii) other terms that satisfy all requirements of applicable Law and are sufficient to avoid triggering redundancy,

severance, termination or similar entitlements as a result of the transfer of employment from the Pluto Group to

the Spinco Group.

contrary in this Section 4.01, a Spinco Employee who, on the Distribution Date, is employed pursuant to a work

or training visa or permit that authorizes employment only by a member of the Pluto Group shall remain

employed by such member of the Pluto Group following the Distribution Date until the visa or permit is

amended or a new visa or permit is granted to authorize employment by a member of the Spinco Group. Any

such Spinco Employee shall be treated as a Spinco Delayed Transfer Employee for purposes of this Agreement.

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(d) Spinco Delayed Transfer Employees. Notwithstanding the foregoing, in the case of a Spinco

Employee who is not employed by a member of the Spinco Group as of immediately prior to the Distribution

Date and whose employment cannot commence with, or be transferred to, the Spinco Group pursuant to

Section 4.01(b) or whose transfer of employment to the Spinco Group is otherwise delayed (a “Spinco Delayed

Transfer Employee”), the Parties shall cooperate in good faith to cause such Spinco Delayed Transfer Employee

to provide services to the Spinco Group while remaining employed by the Pluto Group until such time as such

Spinco Delayed Transfer Employee’s employment can be transferred to the Spinco Group or otherwise

terminates with the Pluto Group. The Parties shall cooperate in good faith to cause each Spinco Delayed

Transfer Employee to commence employment with a member of the Spinco Group as soon as reasonably

practicable following the Distribution Date as permitted by applicable Law in such a manner that, to the

maximum extent practical, does not trigger the right of such Spinco Employee to redundancy, severance,

Pfizer Employee Matters Agreement — page 11

termination or similar pay and is otherwise consistent with the terms and conditions of this Agreement,

Section 8.18 of the Business Combination Agreement and applicable Law or Labor Agreement. In respect of the

Spinco Delayed Transfer Employees, unless otherwise specified, references to “Distribution Date” and

“Distribution Time” in this Agreement shall be treated as references to the first date and time at which the

applicable Spinco Delayed Transfer Employee’s employment commences with or transfers to a member of the

Spinco Group (the “Spinco Delayed Transfer Employee Transfer Date”). Notwithstanding the delayed transfer

of a Spinco Delayed Transfer Employee, from and after the Distribution Date or, if earlier, the date of the

applicable Spinco Delayed Transfer Employee’s termination of employment (the “Spinco Delayed Employment

Period”), any Liability related to a Spinco Delayed Transfer Employee in respect of the Spinco Delayed

Employment Period (including with respect to compensation and benefits paid by Pluto) shall be considered a

Spinco Liability; provided that, during such period, the Spinco Group shall receive the benefit of such Spinco

Delayed Transfer Employee’s services; provided further, that if, pursuant to the NEB Agreement or other

agreements between the Parties, the Spinco Group bears any Liabilities contemplated by this Section 4.01(d),

the Spinco Group shall not be required to provide duplicative reimbursement of, or otherwise compensate the

Pluto Group for, such Liabilities under this Section 4.01(d).

(e) Pluto Delayed Transfer Employees. Notwithstanding the foregoing, in the case of a Pluto Employee

who is not employed by a member of the Pluto Group as of immediately prior to the Distribution Date or whose

transfer of employment to the Pluto Group is otherwise delayed (a “Pluto Delayed Transfer Employee”), the

Parties shall cooperate in good faith to cause such Pluto Delayed Transfer Employee to provide services to the

Pluto Group while remaining employed by the Spinco Group until such time as such Pluto Delayed Transfer

Employee’s employment can be transferred to the Pluto Group or otherwise terminates with the Spinco Group.

The Parties shall cooperate in good faith to cause each Pluto Delayed Transfer Employee to commence

employment with a member of the Pluto Group as soon as reasonably practicable following the Distribution

Date as permitted by applicable Law in such a manner that, to the maximum extent practical, does not trigger

the right of such Pluto Employee to redundancy, severance, termination or similar pay and is otherwise

consistent with the terms and conditions of this Agreement and applicable Law or Labor Agreement.

Notwithstanding the delayed transfer of a Pluto Delayed Transfer Employee, from and after the Distribution

Date or, if earlier, the date of the applicable Pluto Delayed Transfer Employee’s termination of employment (the

“Pluto Delayed Employment Period”), any Liability related to a Pluto Delayed Transfer Employee in respect of

the Pluto Delayed Employment Period (including with respect to compensation and benefits paid by Spinco)

shall be considered a Pluto Liability; provided

-14-

that, during such period, the Pluto Group shall receive the benefit of such Pluto Delayed Transfer Employee’s

services; provided further, that if, pursuant to the NEB Agreement or other agreements between the Parties, the

Pluto Group bears any Liabilities contemplated by this Section 4.01(e), the Pluto Group shall not be required to

provide duplicative reimbursement of, or otherwise compensate the Spinco Group for, such Liabilities under this

Section 4.01(e).

Section 4.02 Assignment and Transfer of Independent Contractors. Effective as of no later than the

Distribution Date, (a) the applicable member of the Pluto Group shall have taken such actions as are necessary

to ensure that the contract of services of each individual who is an independent contractor of any member of the

Pluto Group or the Spinco Group who is actively providing services immediately prior to the Distribution Date

and is exclusively or primarily engaged in the Spinco Business (collectively, the “Spinco Independent

Contractors”) is transferred to a member of the Spinco Group no later than as of the Distribution Date and

(b) the applicable member of the Pluto Group shall have taken such actions as are necessary to ensure that the

contract of services of each individual who is an independent contractor of any member of the Pluto Group or

the Spinco Group other than the Spinco Independent Contractors (collectively, the “Pluto Independent

Contractors”) is transferred to a member of the Pluto Group no later than as of the Distribution Date, in each

case, to the extent permitted by the applicable contract of services and subject to the consent of the applicable

independent contractor to the extent required. Each of the Parties agrees to execute, and to seek to have the

applicable independent contractors execute, such documentation, if any, as may be necessary to reflect such

assignment and/or transfer.

Section 4.03 At-Will Status. Nothing in this Agreement shall change the employment status of any

Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

Section 4.04 Severance. The Parties acknowledge and agree that the Separation, the Distribution and the

assignment, transfer or continuation of the employment of Employees as contemplated by this Article IV shall

Pfizer Employee Matters Agreement — page 12

not be deemed an involuntary termination of employment or a termination of services entitling any Spinco

Service Provider or Pluto Service Provider to redundancy, termination, severance or similar payments or

benefits.

Section 4.05 Individual Agreements.

(a) Assignment by Pluto or Spinco. (i) Pluto shall assign, or cause an applicable member of the Pluto

Group to assign, to Spinco or another member of the Spinco Group, as designated by Spinco, all Spinco

Individual Agreements, with such assignment to be effective as of no later than the Distribution Date and

(ii) Spinco shall assign, or cause an applicable member of the Spinco Group to assign, to Pluto or another

member of the Pluto Group, as designated by Pluto, all Pluto Individual Agreements, with such assignment to be

effective as of no later than the Distribution Date; provided, however, that to the extent that assignment of any

such Spinco Individual Agreement or Pluto Individual Agreement is not permitted by the terms of such

agreement or by applicable Law, effective as of the Distribution Date, each member of the Spinco Group (in the

case of each Spinco Individual Agreement) or the Pluto Group (in the case of each Pluto Individual Agreement)

shall be considered to be a successor to each member of the Spinco Group or Pluto Group, as applicable, for

purposes of, and a third-party beneficiary with

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respect to, such agreement, such that each member of the Spinco Group or Pluto Group, as applicable, shall

enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party

beneficiary), with respect to the business operations of the Spinco Group or Pluto Group, as applicable;

provided further that in no event shall (A) Pluto be permitted to enforce any Spinco Individual Agreement

(including any agreement containing non-competition or non-solicitation covenants) against a Spinco Employee

for action taken in such individual’s capacity as a Spinco Employee other than on behalf of the Spinco Group as

requested by the Spinco Group in its capacity as a third-party beneficiary or (B) Spinco be permitted to enforce

any Pluto Individual Agreement (including any agreement containing non-competition or non-solicitation

covenants) against a Pluto Employee for action taken in such individual’s capacity as a Pluto Employee other

than on behalf of the Pluto Group as requested by the Pluto Group in its capacity as a third-party beneficiary.

(b) Assumption by Spinco and Pluto

Effective as of no later than the Distribution Date, Spinco shall

assume and honor any Spinco Individual Agreement and Pluto shall assume and honor any Pluto Individual

Agreement.

Section 4.06 Consultation with Labor Representatives; Labor Agreements. The Parties shall cooperate to

inform and consult with any labor union, works council or other labor representative regarding the Transactions

to the extent required by Law or a Labor Agreement. No later than as of immediately before the Distribution

Time, Spinco, or another member of the Spinco Group, shall take or cause to be taken all actions that are

necessary (if any) for Spinco or another member of the Spinco Group to (a) assume any Labor Agreements in

effect with respect to Spinco Employees and Former Spinco Employees (excluding any Pluto Employees or

Former Pluto Employees to the extent applicable) and (b) unless otherwise provided in this Agreement, assume

and honor any obligations of the Pluto Group under any Labor Agreements as such obligations relate to Spinco

Employees and Former Spinco Employees. No later than as of immediately before the Distribution Time, Pluto,

or another member of the Pluto Group, shall take or cause to be taken all actions that are necessary (if any) for

Pluto or another member of the Pluto Group to (a) assume any Labor Agreements in effect with respect to Pluto

Employees and Former Pluto Employees (excluding any Spinco Employees or Former Spinco Employees to the

extent applicable) and (b) assume and honor any obligations of the Spinco Group under any Labor Agreements

as such obligations relate to Pluto Employees and Former Pluto Employees. Following the Distribution Time,

(a) the Spinco Group shall indemnify and hold harmless the Pluto Indemnitees against any Liabilities assumed

by any member of the Spinco Group pursuant to this Section 4.06 and (b) the Pluto Group shall indemnify and

hold harmless the Spinco Indemnitees against any Liabilities assumed by any member of the Pluto Group

pursuant to this Section 4.06.

Section 4.07 WARN Act and Other Notices. The Spinco Group shall provide any required notice under

the Worker Adjustment and Retraining Notification Act and any similar foreign, state, local or other applicable

Law (collectively, “WARN”) and otherwise comply with any such requirement with respect to any “plant

closing” or “mass layoff” (as defined in WARN) or similar event, in each case, occurring after the Distribution

Time and affecting Spinco Employees. The Spinco Group shall indemnify and hold harmless the Pluto

Indemnitees against any such Liabilities relating to WARN with respect to any events occurring after the

Distribution Time, in accordance with Article IV of the Separation Agreement.

Pfizer Employee Matters Agreement — page 13

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ARTICLE V

DEFINED BENEFIT PLANS

Section 5.01 U.S. Defined Benefit Plans.

(a) Pluto Consolidated Pension Plan. As of the Distribution Time, the Pluto Group shall retain, and no

member of the Spinco Group shall assume or retain sponsorship of, or any Assets or Liabilities with respect to,

the Pluto Consolidated Pension Plan.

(b) Puerto Rico Defined Benefit Plans. The Pluto Group and the Spinco Group shall merge the Searle-

Monsanto Puerto Rico Employees’ Retirement Plan and the Pluto Consolidated Pension Plan for Employees

Resident in Puerto Rico (the “Puerto Rico DB Plans”) prior to the Distribution Date. As of the Distribution

Time, the Spinco Group shall retain, and no member of the Pluto Group shall assume or retain sponsorship of,

or any Liabilities with respect to, the Puerto Rico DB Plans; provided, however, except as provided in this

Section 5.01(b), the Pluto Group shall retain all Assets relating to the Puerto Rico DB Plans in a master trust that

holds the Assets attributable to the Puerto Rico DB Plans (which trust shall be retained by the Pluto Group)

from and following the Distribution Time (the “Pluto Master Trust”). In lieu of transferring the Assets

attributable to the Puerto Rico DB Plans to a trust designated by Spinco (the “Spinco Master Trust”) in kind, the

Pluto Group shall transfer cash payments from the Pluto Master Trust to the Spinco Master Trust equal to the

value of the Assets attributable to the Puerto Rico DB Plans on the following schedule:

(i) Assets Valued on a Daily Basis. The pro rata share of the Puerto Rico DB Plans’ interest in the

Assets held by the Pluto Master Trust with a readily ascertainable fair market value and that are valued on

a daily basis shall be valued as of the close of the market (regular hours) on the last trading day

immediately prior to the Distribution and such value shall be transferred to the Spinco Master Trust in

cash on the Distribution Date.

(ii) Assets Valued on a Monthly Basis. The pro rata share of the Puerto Rico DB Plans’ interest in

the Assets held by the Pluto Master Trust that are valued on a monthly basis (the “Monthly Assets”) shall

be valued as of the last day of the month coincident with or immediately prior to the Distribution (such

date, the “Monthly Valuation Date” and such amount, the “Monthly Asset Transfer Amount”) and shall be

transferred to the Spinco Master Trust in cash on the Distribution Date plus simple interest (using the one

month treasury rate in effect on the Distribution Date) on such amount from the date immediately

following such Monthly Valuation Date through the date immediately preceding the Distribution Date;

provided, however, if the valuation for the Monthly Valuation Date for the Monthly Assets has not been

received by Pfizer (or its authorized agent managing such Assets) prior to the Distribution Date, then such

transfer shall be in two tranches as follows:

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A. The first tranche shall transfer on the Distribution Date and shall equal 80% of the pro rata share

of the Puerto Rico DB Plans’ interest in the Monthly Assets, valued as of the last day of the

month for which such valuation is available (the “Initial Monthly Transfer Amount”) plus simple

interest (using the one month treasury rate in effect on the Distribution Date) on such amount

from the date immediately following such Monthly Valuation Date through the date immediately

preceding the Distribution Date.

B. The second tranche shall transfer as soon as practicable following the receipt by Pfizer (or any

authorized agent managing such Assets) of the valuations for the Monthly Valuation Date and

shall equal the Monthly Asset Transfer Amount minus the Initial Monthly Transfer Amount,

along with simple interest (using the one month treasury rate in effect on the Distribution Date)

on such difference from the date immediately following the Monthly Valuation Date through the

date immediately preceding the date of transfer.

C. If the Initial Monthly Transfer Amount exceeds the Monthly Asset Transfer Amount, the Spinco

Master Trust will transfer back to the Pfizer Master Trust such excess plus simple interest (using

the one month treasury rate in effect on the Distribution Date) from the date immediately

following the Monthly Valuation Date through the date immediately preceding the date of such

transfer.

Pfizer Employee Matters Agreement — page 14

(iii) Assets Valued on a Quarterly Basis. The pro rata share of the Puerto Rico DB Plans’ interest in

each Asset held by the Pluto Master Trust that is valued on a Quarterly Basis (the “Quarterly Asset”) shall

be valued as of the last day of the quarter for which a valuation is published or available to Pfizer (or any

authorized agent managing such Assets) for such Asset (the “Quarterly Valuation Date”) and shall be

transferred to the Spinco Master Trust in cash (the “Quarterly Asset Transfer Amount”) on the

Distribution Date along with imputed earnings on the Quarterly Asset Transfer Amount from the date

immediately following such Quarterly Valuation Date through the date immediately preceding the date of

transfer. Such imputed earnings shall be calculated based on the investment class of such Asset (private

real estate, private equity, venture capital or private debt investment) and the historical rate of return on all

Assets in such investment class in the Pfizer Master Trust over the 10 year period ending on the most

recent month-end for which such returns are available for each Asset in such class prior to the Distribution

Date.

The amount transferred from the Pluto Master Trust to the Spinco Master Trust shall be adjusted to take

into account any benefit payments made from the Pluto Master Trust attributable to the Puerto Rico DB Plans

after the Distribution Date but prior to the date of transfer. Notwithstanding anything to the contrary in the

Separation Agreement, Pluto and Spinco agree that the Assets described in this Section 5.01(b) (i) are the

subject matter of this Agreement and not the Separation Agreement and (ii) shall not be included in the Spinco

Cash Balance or the calculation of the Spinco Cash Balance pursuant to the Separation Agreement.

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Pluto Group shall deliver to the Spinco Group copies of the relevant valuation reports used by the Pluto Group

to make the determinations required by this Section 5.01(b) and any other supporting information as may be

reasonably requested by Spinco.

Section 5.02 Non-U.S. Defined Benefit Plans.

(a) Establishment of Non-U.S. Defined Benefit Plans

Effective as of, or as soon as practicable following,

the Distribution Date, Spinco shall establish or designate defined benefit pension or termination benefit plans or

arrangements, as applicable (collectively, the “Spinco Non-U.S. Defined Benefit Plans”), for the benefit of the

Spinco Employees and Former Spinco Employees who participate in or accrue benefits pursuant to the Plans set

forth on Exhibit 5.02(a) or any other arrangement with respect to which a transfer of Assets or Liabilities is

required whether under a Plan or pursuant to applicable Law (collectively, the “Pluto Non-U.S. Defined Benefit

Plans,” and the Spinco Employees and Former Spinco Employees who participate in or accrue benefits pursuant

to the Pluto Non-U.S. Defined Benefit Plans, the “Transferred Defined Benefit Plan Participants”). Each Spinco

Non-U.S. Defined Benefit Plan shall provide, upon the transfer of Assets referred to below (or, if there is no

transfer of Assets with respect to a particular Plan because the Plan is not funded, or is funded through a funding

vehicle that is not owned by the Pluto Group as of the Distribution Date), that the accrued benefits of the

Transferred Defined Benefit Participants under such Spinco Non-U.S. Defined Benefit Plan shall in no event be

less than their accrued benefits under the corresponding Pluto Non-U.S. Defined Benefit Plan as of the

Distribution Date (or in the case of Transition Benefits under a Pluto Non-U.S. Defined Benefit Plan, the date

benefits are no longer accrued under such Pluto Non-U.S. Defined Benefit Plan). With respect to any Pluto Non-

U.S. Defined Benefit Plan that is funded through a funding vehicle that is owned or controlled by the Pluto

Group, Pluto shall cause to be transferred from the trusts or other funding vehicles under such Pluto Non-U.S.

Defined Benefit Plan to the trusts or other funding vehicles under the corresponding Spinco Non-U.S. Defined

Benefit Plan Assets in the form of cash, cash equivalents, marketable securities or insurance contracts (to the

extent allowable under the terms of such contracts and exclusively intended to cover plan benefits), the value of

which shall be equal to: (i) the actuarial present value of projected benefits (that is, the “projected benefit

obligation” as defined in Topic 715 in the FASB’s Accounting Standards Codification, the “PBO”) under such

Pluto Non-U.S. Defined Benefit Plan as of the Distribution Date that is attributable to the Transferred Defined

Benefit Plan Participants,

divided by

the PBO of all participants in such Pluto Non-U.S. Defined Benefit Plan as

of the Distribution Date,

multiplied by

the market value of the Assets of such Pluto Non-U.S. Defined Benefit

Plan at the Distribution Date; or (ii) such greater amount as is required to transfer by the applicable Plan,

applicable Law or a Labor Agreement (such amounts, the “Non-U.S. Defined Benefit Plan Transfer Amounts”).

(b) Non-U.S. Defined Benefit Plan Transfer Amounts. The transfer of the Non-U.S. Defined Benefit Plan

Transfer Amounts, and the assumption by Spinco and its Affiliates of Liabilities with respect to or relating to the

Transferred Defined Benefit Plan Participants under the applicable Pluto Non-U.S. Defined Benefit Plans, shall

be subject to such consents, approvals and other requirements as may apply under applicable Law. Spinco shall

Pfizer Employee Matters Agreement — page 15

cause the corresponding Spinco Non-U.S. Defined Benefit Plans to accept the Non-U.S. Defined Benefit Plan

Transfer Amounts. Actuarial determinations shall be made in accordance with Section 5.02(e). If a Pluto Non-

U.S. Defined Benefit Plan is not required to be funded by applicable Law or is funded through a funding vehicle

that is not owned or controlled by the

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Pluto Group as of the Distribution Date, there shall be no transfer of Assets by the Pluto Non-U.S. Defined

Benefit Plan or by Pluto or its Affiliates.

from each Pluto Non-U.S. Defined Benefit Plan shall be equitably adjusted to take into account benefit accrual

for Transition Benefits (including the related cost to the Pluto Group of providing such Transition Benefits,

which may reduce the Non-U.S. Defined Benefit Plan Transfer Amounts), benefit payments made from the

Pluto Non-U.S. Defined Benefit Plan to the Transferred Defined Benefit Plan Participants after the Distribution

Date but prior to the date of transfer and for any investment returns, earnings and losses on such amounts during

such period. The Non-U.S. Defined Benefit Plan Transfer Amounts, if any, shall be determined pursuant to

Section 5.02(e).

(d) Assumption of Liabilities. At the times of the transfers of the Non-U.S. Defined Benefit Plan Transfer

Amounts (or if there is no transfer of Assets with respect to a particular Plan because the Plan is not required to

be funded under applicable Law, or is funded through a funding vehicle that is not owned or controlled by the

Pluto Group as of the Distribution Date, from and after the Distribution Date), the Transferred Defined Benefit

Plan Participants shall cease to be participants in the Pluto Non-U.S. Defined Benefit Plans (and for the

avoidance of doubt, shall have ceased benefit accrual prior to the Distribution Date, other than benefit accrual

for Transition Benefits under a Pluto Non-U.S. Defined Benefit Plan, which shall cease no later than the date

specified on Exhibit 3.01(a) with respect to such plan), and Spinco and the Spinco Non-U.S. Defined Benefit

Plans shall assume all Liabilities under the corresponding Pluto Non-U.S. Defined Benefit Plans in respect of

the Transferred Defined Benefit Plan Participants, and Pluto and its Affiliates and the corresponding Pluto Non-

U.S. Defined Benefit Plans shall be relieved of all such Liabilities under the Pluto Non-U.S. Defined Benefit

Plans to the Transferred Defined Benefit Plan Participants.

(e) Actuarial Determinations

For purposes of this Section 5.02, actuarial determinations shall be based

upon the actuarial assumptions and methodologies used in preparing the most recent audited financial

statements of Pluto as of the date of the determination (except that the assumptions concerning the applicable

discount rate and rate of compensation increases will be determined as of the Distribution Date by Mercer but

consistent with the manner in which those assumptions were determined for the most recent audited financial

statements of Pluto) (the “Actuarial Assumptions”). Unless otherwise agreed by the Parties, all actuarial

determinations under this Agreement shall be made by Mercer.

(f) Delayed Transfers. Notwithstanding the foregoing, the Parties may agree to delay any transfer

contemplated by this Section 5.02 to be effective as of a date coincident with or as soon as practicable following

the transfer of a Spinco Delayed Transfer Employee to a member of the Spinco Group or a Delayed Asset (or

such other date as agreed by the Parties in the case of Ireland, Japan and Switzerland), with the references to

“Distribution Date” in this Section 5.02 to be the effective date as agreed in writing by the Parties.

Section 5.03 Pension Plan for Japan. The provisions set forth in Section 5.02 shall apply with respect to

the Pluto Japan Pension Plan, provided that the reference to Transferred Defined Benefit Plan Participants shall

include only Spinco Employees (and not Former Spinco Employees).

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ARTICLE VI

DEFINED CONTRIBUTION PLANS

Section 6.01 U.S. Defined Contribution Plan.

(a) No Assumption of Defined Contribution Plan Liabilities of the Pluto Savings Plan. As of the

Distribution Date, the Pluto Group shall retain, and no member of the Spinco Group shall assume or retain

sponsorship of, or any Assets or Liabilities with respect to, the Pluto Savings Plan, other than with respect to the

Pfizer Employee Matters Agreement — page 16

rollover of account balances described in Section 6.01(d) or any Liabilities arising from noncompliance by any

member of the Spinco Group with the provisions of this Agreement.

(b) Pluto Savings Plan. Prior to the Distribution Date, Pluto or another member of the Pluto Group shall

amend the Pluto Savings Plan and if applicable, the related trust agreement with The Northern Trust Company

and take any other action necessary to provide that: (i) Spinco Employees shall be one hundred percent (100%)

vested in their account balances under the Pluto Savings Plan as of the Distribution Date; (ii) Spinco Employees

shall be entitled to receive Matching Contributions and Retirement Savings Contributions (as such terms are

defined in the Pluto Savings Plan) with respect to the portion of the plan year ending immediately prior to the

Distribution Time without regard to whether the Distribution Time coincides with the end of a calendar quarter

or any requirement to be employed on the last day of the plan year; and (iii) three new unitized Spinco Share

funds shall be established under the Pluto Savings Plan and related trust that will receive the Spinco Shares

distributed in connection with the Distribution and the appropriate authorized officer of Pluto shall be further

authorized and directed to amend the Pluto Savings Plan and related trust in such manner as is determined

necessary or appropriate to provide for the operation, administration and termination of the Spinco Share funds

and such additional actions as may be required in connection with the Distribution and in respect of other rights

in respect of Spinco Shares under the Pluto Savings Plan and related trust.

maintain a qualified defined contribution plan (the “Spinco Savings Plan”), effective as of the Distribution Date.

Spinco shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and

administer the Spinco Savings Plan so that it is qualified under Section 401(a) of the Code and that the related

trust thereunder is exempt under Section 501(a) of the Code, and as soon as reasonably practicable following the

Distribution Date, Spinco shall take all steps reasonably necessary to obtain a favorable determination from the

IRS or obtain an opinion as to such qualification. Immediately prior to the Distribution Date, Spinco Employees

shall cease active participation in the Pluto Savings Plan, and upon the Distribution Date, Spinco Employees

shall be eligible to commence participation in the Spinco Savings Plan. Any minimum age or service

requirements contained in the Spinco Savings Plan with respect to eligibility to participate generally or

eligibility to share in any employer contributions under such plan shall be waived or deemed satisfied for Spinco

Employees to the extent waived or satisfied under the Pluto Savings Plan immediately prior to the Distribution

Date.

-21-

(d) Rollover of Account Balances. As soon as practicable after the Distribution Date, Pluto and Spinco

shall take any and all actions as may be required to permit each Spinco Employee to elect to make rollover

contributions of “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the Code) in cash

or loan notes in an amount equal to the entire eligible rollover distribution distributable to such Spinco

Employee from the Pluto Savings Plan to Spinco Savings Plan.

(e) Wyeth Union Savings Plan. The provisions of Section 6.01 as applied to the Pluto Savings Plan shall

also apply to the Wyeth Union Savings Plan to the extent applicable.

Section 6.02 Puerto Rico Savings Plan.

(a) Pluto Assumption of the Puerto Rico Savings Plan. As of the Distribution Date, the Pluto Group shall

assume, and no member of the Spinco Group shall retain sponsorship of, or any Assets or Liabilities with

respect to, the Puerto Rico Savings Plan, other than with respect to the rollover of account balances described in

Section 6.02(c) or any Liabilities arising from noncompliance by any member of the Spinco Group with the

provisions of this Agreement.

(b) Treatment of Spinco Employee Participants. Prior to the Distribution Date, Spinco or another member

of the Spinco Group shall amend the Puerto Rico Savings Plan and take any other action necessary to provide

that: (i) a member of the Pluto Group shall be the plan sponsor of the Puerto Rico Savings Plan effective as of

the Distribution Date; (ii) Spinco Employees shall be one hundred percent (100%) vested in their account

balances under the Puerto Rico Savings Plan as of the Distribution Date; (iii) Spinco Employees shall be entitled

to receive Matching Contributions and Retirement Savings Contributions (as such terms are defined in the

Puerto Rico Savings Plan) with respect to the portion of the plan year ending immediately prior to the

Distribution Time without regard to whether the Distribution Time coincides with the end of a calendar quarter

or any requirement to be employed on the last day of the plan year; and (iv) two new unitized Spinco Share

funds shall be established, one for each of the existing Pluto Share funds under the Puerto Rico Savings Plan

and related trust that will receive the Spinco Shares distributed in connection with the Distribution, and the

appropriate authorized officer of Pluto shall be further authorized and directed to amend the Puerto Rico

Pfizer Employee Matters Agreement — page 17

Savings Plan and related trust in such manner as is determined necessary or appropriate to provide for the

operation, administration and termination of the Spinco Share funds and such additional actions as may be

required in connection with the Distribution and in respect of other rights in respect of Spinco Shares under the

Puerto Rico Savings Plan and related trust. Upon the Distribution Date, Spinco Employees covered by the

Puerto Rico Savings Plan immediately before the Distribution Date shall be eligible to commence participation

in a savings plan maintained by Spinco for employees in Puerto Rico. Any minimum age or service

requirements contained in such savings plan with respect to eligibility to participate generally or eligibility to

share in any employer contributions under such plan shall be waived or deemed satisfied for Spinco Employees

to the extent waived or satisfied under the Puerto Rico Savings Plan immediately prior to the Distribution Date.

-22-

any and all actions as may be required to permit each Spinco Employee to elect to make rollover contributions

in cash or loan notes in an amount equal to the entire eligible rollover distribution distributable to such Spinco

Employee from the Puerto Rico Savings Plan to a plan designated by Spinco and permitted pursuant to the terms

of the Puerto Rico Savings Plan or applicable Law.

Section 6.03 Non-U.S. Defined Contribution Plans. The Pluto Group shall retain, and no member of the

Spinco Group shall assume or retain, sponsorship of, or any Assets or Liabilities with respect to, any defined

contribution plan maintained for Spinco Employees or Former Spinco Employees in any non-U.S. jurisdiction,

except as required by applicable Law or with respect to the rollover of account balances of Spinco Employees to

the extent permissible in such non-U.S. jurisdiction or any Liabilities arising from noncompliance by any

member of the Spinco Group with the provisions of this Agreement or Liabilities arising from the Transition

Benefits, if any. Other than with respect to any rollover of account balances in accordance with the immediately

preceding sentence, Pluto or another member of the Pluto Group shall retain all accounts and all Assets and

Liabilities relating to any defined contribution plan maintained for Spinco Employees or Former Spinco

Employees in any non-U.S. jurisdiction with respect to each Spinco Employee and each Former Spinco

Employee.

ARTICLE VII

NONQUALIFIED PLANS

Section 7.01 Nonqualified Plans. The Pluto Group shall retain, and no member of the Spinco Group shall

assume or retain sponsorship of, or any Assets or Liabilities with respect to, the Pluto Nonqualified Plans.

Section 7.02 Distributions. The Parties acknowledge that none of the Transactions shall trigger a payment

or distribution of compensation under any of the Pluto Nonqualified Plans for any participant and consequently,

that the payment or distribution of any compensation to which such participant is entitled under any such plan

shall occur upon such participant’s separation from service from the Spinco Group or the Pluto Group or at such

other time as provided in the applicable deferred compensation plan or participant’s deferral election. Spinco

shall notify Pluto in writing of a Spinco Employee’s separation from service with a member of the Spinco

Group within thirty (30) days thereafter. The obligations of one Party to provide Information to the other Party

in order to allow the administration of the Pluto Nonqualified Plans pursuant to this Article VII are set forth in

Section 14.01.

ARTICLE VIII

HEALTH AND WELFARE PLANS

Section 8.01 Health and Welfare Plan Liabilities. Except as otherwise provided in this Article VIII,

including Section 8.02 regarding life insurance and Section 8.06 regarding long-term disability benefits,

effective as of the Distribution Time, the Spinco Group shall retain or assume, as applicable, all Liabilities

relating to, arising out of or resulting from health and welfare

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Pfizer Employee Matters Agreement — page 18

coverage or claims incurred by or on behalf of Spinco Employees or Former Spinco Employees under the Pluto

Health and Welfare Plans and Spinco Health and Welfare Plans before, at, or after the Distribution Time,

including costs for Transition Benefits (including premiums for medical, disability or life coverage); provided

that if, pursuant to the Transition Services Agreement, the Spinco Group bears any Liabilities for Transition

Benefits, the Spinco Group shall not be required to provide duplicative reimbursement of, or otherwise

compensate the Pluto Group for, such Liabilities arising from Transition Benefits. Any Liabilities incurred or

paid by the Pluto Group shall be subject to reimbursement by the Spinco Group in accordance with

Section 14.05.

Section 8.02 Allocation of Life Insurance Liabilities. Each Pluto Life Insurance Plan shall retain all

Liabilities with respect to covered life insurance claims incurred prior to the Distribution Date by Employees

and Former Employees and their respective dependents (and for claims incurred prior to the date set forth on

Exhibit 3.01(a) for any Spinco Employee receiving life insurance coverage as a Transition Benefit to the extent

covered), other than any Liabilities with respect to claims incurred under a Spinco Life Insurance Plan by any

such Employees or Former Employees and their respective dependents which will be retained by Spinco. The

applicable Spinco Life Insurance Plans shall be responsible for all Liabilities with respect to life insurance

claims incurred after the Distribution Date by Spinco Employees and their dependents. For these purposes, a

claim shall be deemed to be incurred on the date of the death of the insured person.

Section 8.03 Post-Separation Transitional Arrangements.

(a) Coverage and Contribution Elections. As of the Distribution Date, Spinco shall cause the Spinco

Health and Welfare Plans (including the Spinco Flexible Benefits Plan) to recognize and maintain all coverage

and contribution elections made by Spinco Employees and Former Spinco Employees under the corresponding

Pluto Health and Welfare Plans (including the Pluto Dependent Care Flexible Benefits Plan) and apply such

elections under Spinco Health and Welfare Plans for the remainder of the period or periods for which such

elections are, by their terms, applicable. All waiting periods and pre-existing condition exclusions and actively-

at-work requirements shall be waived with respect to Spinco Employees and Former Spinco Employees who

were not subject to any such waiting periods, exclusions or requirements under a Pluto Health and Welfare Plan

in which such employees participate immediately prior to the Distribution Date. For the avoidance of doubt,

nothing herein shall prevent Spinco from conducting open enrollment and accepting elections under Spinco

Health and Welfare Plans.

(b) Deductibles and Out-of-Pocket Maximums. On and after the Distribution Date, Spinco shall cause the

Spinco Health Plans to recognize and give credit for or take into account all amounts applied to deductibles, out-

of-pocket maximums and copayments with respect to which such expenses have been incurred by Spinco

Employees and Former Spinco Employees under the Pluto Health Plans for the remainder of the calendar year in

which the Distribution Date occurs.

Section 8.04 Flexible Benefits Plans.

(a) Pluto Healthcare Flexible Benefits Plan. Effective as of the Distribution Date, the Spinco Employees

shall cease to be participants in the Pluto Healthcare Flexible Benefits Plan, and the Pluto Group shall retain all

Assets and Liabilities in respect of the Pluto Healthcare Flexible Benefits Plan.

-24-

(b) Pluto Dependent Care Flexible Benefits Plan. Effective as of the Distribution Date, the Spinco

Employees shall cease to be participants in the Pluto Dependent Care Flexible Benefits Plan. The Parties shall

take all steps necessary or appropriate so that the account balances (whether positive or negative) (the

“Transferred Account Balances”) under the Pluto Dependent Care Flexible Benefits Plan of each Spinco

Employee or Former Spinco Employee who has elected to participate therein in the year in which the

Distribution Date occurs shall be transferred, as soon as practicable after the Distribution Date, from the Pluto

Dependent Care Flexible Benefits Plan to the corresponding Spinco Flexible Benefits Plan. The Spinco Flexible

Benefits Plan shall assume responsibility as of the Distribution Date for all outstanding claims under the Pluto

Dependent Care Flexible Benefits Plan of each Spinco Employee or Former Spinco Employee for the year in

which the Distribution Date occurs and shall assume and agree to perform the obligations of the analogous Pluto

Dependent Care Flexible Benefits Plan from and after the Distribution Date. As soon as practicable after the

Distribution Date, and in any event within thirty (30) days after the amount of the Transferred Account Balances

is determined or such later date as mutually agreed upon by the Parties, Pluto shall pay Spinco the net aggregate

Pfizer Employee Matters Agreement — page 19

amount of the Transferred Account Balances if such amount is positive, and Spinco shall pay Pluto the net

aggregate amount of the Transferred Account Balances if such amount is negative.

Section 8.05 COBRA. Effective as of the Distribution Time, (a) the Pluto Group shall assume or retain

responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements

of COBRA, and the corresponding provisions of the Pluto Health Plans (including the Pluto Healthcare Flexible

Benefits Plan), with respect to any Pluto Employees, Spinco Employees or Former Employees (and their

covered dependents), but not any Former Spinco Employees receiving severance and benefit continuation as of

the Distribution Time, who incur a qualifying event or loss of coverage under the Pluto Health Plans or the

Puerto Rico Health Plan on or prior to the Distribution Time, and (b) the Spinco Group shall assume or retain

responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements

of COBRA, and the corresponding provisions of the Spinco Health Plans (including the Puerto Rico Health

Plan), with respect to any Spinco Employees (and their covered dependents) and Former Spinco Employees,

including any Former Spinco Employee receiving severance and benefit continuation as of the Distribution

Time, who incur a qualifying event or loss of coverage under the Spinco Health Plans following the Distribution

Time; provided that the Spinco Group shall retain or assume, as applicable, all Liabilities relating to, arising out

of or resulting from health and welfare claims incurred by or on behalf of Spinco Employees or Former Spinco

Employees (and their covered dependents) under the Pluto Health and Welfare Plans before, at, or after the

Distribution Time. Any Liabilities of the Spinco Group incurred or paid by the Pluto Group shall be subject to

reimbursement by the Spinco Group in accordance with Section 14.05, and any Liabilities of the Pluto Group

incurred or paid by the Spinco Group shall be subject to reimbursement by the Pluto Group in accordance with

Section 14.05. The Parties agree that the consummation of the transactions contemplated by the Separation

Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

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Section 8.06 Disability Plans. The Pluto Group shall retain all Liabilities for long-term disability benefits

with respect to (a) all Pluto Employees and Former Employees and (b) any Spinco Employee who, as of the

Distribution Time, is on short-term disability leave and who subsequently becomes eligible to receive long-term

disability benefits under such plans but only with respect to disability claims incurred by such Spinco Employee

prior to the Distribution Time (and for claims incurred prior to the date set forth on Exhibit 3.01(a) by any

Spinco Employee receiving disability benefits coverage as a Transition Benefit to the extent covered) (other

than, in the case of clauses (a) and (b), Liabilities for long-term disability benefits with respect to claims

incurred under a Spinco Long-Term Disability Plan, which will be retained by Spinco). For this purpose, a

disability claim shall be considered incurred on the date of the occurrence of the event or condition giving rise to

disability. Without limiting the generality of the foregoing, the Spinco Group shall be responsible for Liabilities

related to all other compensation and benefits of such Spinco Employee or Former Spinco Employee that are

allocated to the Spinco Group pursuant to this Agreement, including Liabilities related to severance or group

health benefits.

Section 8.07 Leave of Absence Programs and FMLA. Effective as of the Distribution Date, (a) the Spinco

Group shall honor all terms and conditions of leaves of absence that have been granted by Pluto to any Spinco

Employee under a Pluto Leave of Absence Program or FMLA or other applicable Law regarding leave of

absence before the Distribution Date, including such leaves that are to commence after the Distribution Date;

(b) the Spinco Group shall be solely responsible for administering any such leave of absence and complying

with FMLA or other applicable Laws regarding leave of absence with respect to Spinco Employees; and (c) the

Spinco Group shall recognize all periods of service of Spinco Employees with the members of the Pluto Group,

as applicable, to the extent such service is recognized by the members of the Pluto Group for the purpose of

eligibility for leave entitlement under the Pluto Leave of Absence Programs, FMLA and other applicable Laws.

Section 8.08 Pluto Workers’ Compensation Program. The treatment of workers’ compensation shall be

governed by the Separation Agreement.

ARTICLE IX

RETIREE MEDICAL PLANS

Section 9.01 Pluto Canada Retiree Medical Plan. Effective as of no later than the Distribution Time, each

Spinco Employee who participates in or accrues benefits pursuant to the Pluto Canada Retiree Medical Plan, or

Pfizer Employee Matters Agreement — page 20

who would have been eligible to participate in the Pluto Canada Retiree Medical Plan as of the Distribution

Time (subject to satisfaction of the age and service requirements thereof), shall cease actively participating or

being eligible to become a participant, or accruing service towards eligibility, in the Pluto Canada Retiree

Medical Plan, and the Pluto Group shall have no Liabilities in respect of the provision of post-retirement

medical benefits to such Spinco Employee. As soon as administratively practicable following the Distribution

Time, the Spinco Group shall make a cash payment in the amount previously agreed between the Parties, and

sufficient to avoid triggering redundancy, severance, termination or similar payments or benefits, to each Spinco

Employee who participated in or accrued benefits pursuant to the Pluto Canada Retiree Medical Plan as of

immediately prior to the Distribution Time. Any Liability related to redundancy, severance, termination or

similar payments or benefits arising from the Spinco Group’s failure to provide post-retirement medical benefits

to such Spinco Employees shall be a Spinco Liability.

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Section 9.02 Puerto Rico Retiree Medical Plan. The Spinco Group shall retain, and no member of the

Pluto Group shall assume or retain sponsorship of, or any Liabilities with respect to, all individuals who are

eligible to participate in the Puerto Rico Retiree Medical Plan as of immediately prior to the Distribution Date

(without regard to whether he or she is an Employee or Former Employee or has enrolled in or commenced

benefits under such plan) (collectively, the “Retiree Medical Plan Participants”). Spinco shall have the right to

freeze, amend or terminate the Puerto Rico Retiree Medical Plan at any time following the Distribution Date;

provided, however, that (a) any action with respect to the Puerto Rico Retiree Medical Plan shall not

discriminate among the Retiree Medical Plan Participants and (b) Spinco shall provide the Retiree Medical Plan

Participants with a reasonable period of notice prior to any such action. Notwithstanding the right to freeze,

amend or terminate the Puerto Rico Retiree Medical Plan, Spinco shall be required to provide the Retiree

Medical Plan Participants with benefits through continued operation of the plan, a cash payment or payments in

lieu of benefits or procurement of comparable benefits through a third-party provider that maximizes the value

of any substitute benefit coverage with an aggregate cash cost for such benefits and cash payments to Spinco

that is no less than the amount specified on Exhibit 9.02 of this Agreement (the “Total Cost Amount”). If Spinco

elects to satisfy its obligation through a cash payment or payments to the Retiree Medical Plan Participants, the

amount of the payment or payments to each Retiree Medical Plan Participant shall equal the allocable portion of

the actuarial value of the benefit that would have otherwise been provided had the plan continued without

freeze, amendment or termination (determined based on reasonable actuarial assumptions); provided that, (i) if

the Total Cost Amount would be exceeded (taking into account both the payments and costs incurred by Spinco

under the Puerto Rico Retiree Medical Plan with respect to claims paid following the Distribution), the cash

payments to each Retiree Medical Plan Participant shall be reduced on a proportional basis but only to the extent

that the Total Cost Amount is not exceeded and (ii) if the Total Cost Amount would not be exceeded (taking

into account both the payments and costs incurred by Spinco under the Puerto Rico Retiree Medical Plan with

respect to claims paid following the Distribution), the remaining amount up to the Total Cost Amount shall be

allocated on a proportional basis.

Section 9.03 U.S. Retiree Medical Plan. The Pluto Group shall retain, and no member of the Spinco

Group shall assume sponsorship of, or any Liabilities with respect to, the U.S. Retiree Medical Plan.

ARTICLE X

NON-EQUITY INCENTIVE PRACTICES AND PLANS

Section 10.01 Corporate Bonus Practices. The Spinco Group shall be responsible for determining all non-

equity bonus awards that would otherwise be payable to Spinco Employees or Former Spinco Employees for

any performance periods that are open as of the Distribution Time. The Spinco Group shall also determine for

Spinco Employees or Former Spinco Employees (a) the extent to which established performance criteria (as

interpreted by the Spinco Group, in its sole discretion) have been met, and (b) the payment level for each Spinco

Employee

-27-

or Former Spinco Employee. The Spinco Group shall assume all Liabilities with respect to any such bonus

awards payable to Spinco Employees or Former Spinco Employees for any performance periods that are open as

of the Distribution Time and thereafter, and no member of the Pluto Group shall have any obligations with

Pfizer Employee Matters Agreement — page 21

respect thereto. For the avoidance of doubt, the Pluto Group shall assume or retain all Liabilities with respect to

any non-equity bonus awards that would otherwise be payable to Pluto Employees or Former Pluto Employees

for any performance periods that are open as of the Distribution Time.

Section 10.02 Spinco Retained Bonus Plans. No later than the Distribution Time, the Spinco Group shall

continue to retain (or assume as necessary) any incentive plan for the exclusive benefit of Spinco Employees

and Former Spinco Employees, whether or not sponsored by the Spinco Group, and, from and after the

Distribution Time, shall be solely responsible for all Liabilities thereunder.

ARTICLE XI

EQUITY COMPENSATION AND CERTAIN CASH AWARDS

Section 11.01 Spinco Stock Plan. Effective as of no later than immediately prior to the Distribution Time,

Spinco shall adopt, and its shareholder shall approve, the Spinco Stock Plan in the form attached as Exhibit 10.1

to Amendment No. 1 to the Registration Statement on Form 10 filed by Spinco with the SEC.

Section 11.02 Equity Awards and Cash Awards Held by Spinco Employees.

(a) Vested Awards and Pro Rata Vested Awards. As of immediately prior to the Distribution Time, each

Pluto Equity Award and Pluto Cash Award held by a Spinco Employee (other than any Spinco Delayed Transfer

Employee) that is outstanding and unvested shall vest (or, in the case of a performance-based Pluto Equity

Award or Pluto Cash Award, the applicable service requirement shall be deemed satisfied) in respect of a

prorated portion of the Pluto Shares or cash subject to such Pluto Equity Award or Pluto Cash Award, as

applicable,

equal

to the product of (i) the total number of Pluto Shares or amount of cash subject to such Pluto

Equity Award or Pluto Cash Award, as applicable

, and

(ii) a fraction (A) the numerator of which is the number

of days elapsed from the applicable date of grant through the day prior to the Distribution Date and (B) the

denominator of which is the total number of days in the vesting period. Each Pluto Equity Award and Pluto

Cash Award that is held by a Spinco Employee and that is outstanding and vested immediately prior to the

Distribution Time (including any portion of a Pluto Equity Award or Pluto Cash Award that becomes vested or

for which the applicable service requirement is deemed satisfied pursuant to the immediately preceding

sentence), shall remain denominated, as of immediately following the Distribution Time, in Pluto Shares or

cash, as applicable, and shall settle according to the existing terms of such Pluto Equity Awards or Pluto Cash

Awards, as applicable; provided that Pluto may adjust the terms of Pluto Equity Awards and Pluto Cash Awards

as Pluto determines, in its sole discretion, to be appropriate to preserve the value of such awards as of

immediately prior to and immediately following the Distribution Time, which adjustment shall not result in any

Liability to the Spinco Group. Pluto shall retain all Liabilities with respect to each such vested Pluto Equity

Award and Pluto Cash Award.

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(b) Unvested Awards. As of immediately prior to the Distribution Time, each Pluto Equity Award and

Pluto Cash Award held by a Spinco Employee (other than any Spinco Delayed Transfer Employee) that is

outstanding and unvested and that does not vest pursuant to Section 11.02(a) (or, in the case of a performance-

based Pluto Equity Award or Pluto Cash Award, for which the applicable service requirement is not deemed

satisfied), shall be forfeited (the “Forfeited Pluto Equity Awards” and “Forfeited Pluto Cash Awards”).

Effective as of the Distribution Time, Spinco shall grant to each such Spinco Employee a number of restricted

stock units pursuant to the Spinco Stock Plan equal to the value of each such Forfeited Pluto Equity Award and

Forfeited Pluto Cash Award (each such award, a “Spinco Make-Whole Award”) pursuant to the terms of the

Spinco Stock Plan. For purposes of determining the value of (i) the Forfeited Pluto Equity Awards, the value of

a Pluto Share shall be determined based on the closing price of a Pluto Share at the end of the regular trading

session on the principal market for Pluto Shares on the Determination Date and (ii) the Spinco Make-Whole

Awards, the value of a Spinco Share shall be determined based on the closing price of a Utah Ordinary Share at

the end of the regular trading session on the principal market for Utah Shares on the Determination Date. Each

such Spinco Make-Whole Award generally shall be subject to the same terms and conditions as the Forfeited

Pluto Equity Awards and Forfeited Pluto Cash Awards; provided that (i) the vesting dates of any Spinco Make-

Whole Award shall be the same as the vesting dates of the corresponding Forfeited Pluto Equity Award or

Forfeited Pluto Cash Award, as applicable and (ii) the Spinco Make-Whole Award shall vest in full upon a

termination of the applicable Spinco Employee’s employment with the Spinco Group based on terms no less

Pfizer Employee Matters Agreement — page 22

favorable than those set forth Section 4.1 of the Utah Disclosure Schedule to the Business Combination

Agreement and with any defined terms to be defined on terms no less favorable than the definitions applicable

to the equity awards of similarly situated employees of Utah. Notwithstanding the foregoing, for purposes of

this Section 11.02, with respect to each Spinco Delayed Transfer Employee, references to the Distribution Time

(other than for purposes of adjustments to preserve the value of such awards as of immediately prior to and

immediately following the Distribution Time) shall mean the Spinco Delayed Transfer Employee Transfer Date,

and any Liability related to any Pluto Equity Award and Pluto Cash Award held by or granted to such Spinco

Delayed Transfer Employee during the Spinco Delayed Employment Period shall be considered a Spinco

Liability and be treated in accordance with Section 4.01(d) and the NEB Agreement; provided that if, pursuant

to the NEB Agreement or other agreements between the Parties, the Spinco Group bears any Liabilities

contemplated by this sentence, the Spinco Group shall not be required to provide duplicative reimbursement of,

or otherwise compensate the Pluto Group for, such Liabilities.

Section 11.03 Equity Awards Held by Pluto Employees, Former Pluto Employees and Pluto Non-

Employee Directors. Each Pluto Equity Award that is held by a Pluto Employee, Former Pluto Employee or

current or former non-employee director of Pluto and that is outstanding immediately prior to the Distribution

Time shall remain denominated, as of immediately following the Distribution Time, in Pluto Shares; provided

that Pluto may adjust the terms of Pluto Equity Awards as Pluto determines, in its sole discretion, to be

appropriate to preserve the value of such awards as of immediately prior to and immediately following the

Distribution Time, which adjustment shall not result in any Liability to the Spinco Group. Pluto shall retain all

Liabilities with respect to each such Pluto Equity Award held by a Pluto Employee, Former Pluto Employee or

current or former non-employee director of Pluto.

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Section 11.04 Necessary Actions. The Parties shall, as soon as practicable after the date hereof and in no

event later than the Business Day immediately prior to the Distribution Date, take all actions as may be

necessary to implement the provisions of this Article XI, including adopting any necessary resolutions.

ARTICLE XII

SEVERANCE, PAID TIME OFF AND HEATING ALLOWANCE

Section 12.01 Severance. Effective as of no later than the Distribution Time, and except as otherwise

provided in Section 2.03(d), (a) the Spinco Group shall assume and be solely responsible for all Liabilities with

respect to redundancy, termination, severance compensation or similar payments or benefits payable or provided

to any Spinco Employee, Spinco Independent Contractor or Former Spinco Service Provider following the

Distribution Time, whether arising before, at or after the Distribution Time and (b) the Pluto Group shall retain

or assume and be solely responsible for all Liabilities with respect to redundancy, termination, severance

compensation or similar payments or benefits payable or provided to any Pluto Employee, Pluto Independent

Contractor or Former Pluto Service Provider, whether arising before, at or after the Distribution Time.

Notwithstanding the foregoing, in the event a Japan Lyrica Employee becomes entitled to severance

compensation or benefits as a result of a termination of employment following the Distribution Time, the Spinco

Group shall be responsible for the payment of such compensation or benefits to such Japan Lyrica Employee;

provided that, following the date on which Pluto and Utah shall enter into an agreement to unwind the Pluto-

Utah Japan Collaboration Agreement, the Pluto Group shall reimburse the Spinco Group for fifty percent (50%)

of such compensation or benefits paid or provided by the Spinco Group to each such Japan Lyrica Employee

who is provided written notice of a termination of employment or eligibility to participate in a voluntary

separation program, in each case, at any time between the Distribution Time and the nine (9) month anniversary

of the initial entry of generic competition to Lyrica in Japan, in accordance with Section 14.05 of this

Agreement.

Section 12.02 Paid Time Off Benefits. Effective as of no later than the Distribution Time, (a) the Spinco

Group shall assume and honor all paid time off of the Spinco Employees and Former Spinco Employees that is

accrued as of the Distribution Time and (b) the Pluto Group shall retain or assume and honor all paid time off of

the Pluto Employees and the Former Pluto Employees that is accrued as of the Distribution Time.

Section 12.03 Heating Allowance. Except as otherwise provided in this Section 12.03, effective as of no

later than the Distribution Date, the Spinco Group shall assume and be solely responsible for all Liabilities with

Pfizer Employee Matters Agreement — page 23

respect to the heating allowance for any Spinco Employees or Former Spinco Employees located in China (the

“China Heating Allowance”). The Parties may agree to delay all or any portion of the transfer of the China

Heating Allowance contemplated by this Section 12.03 to be effective as of a date coincident with or as soon as

practicable following the transfer of a Spinco Delayed Transfer Employee to a member of the Spinco Group or a

Delayed Asset with the references to “Distribution Date” in this Section 12.03 to be the effective date as agreed

by the Parties.

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ARTICLE XIII

RESTRICTIVE COVENANTS

Section 13.01 Confidentiality and Proprietary Information. No provision of this Agreement, the

Separation Agreement or any Ancillary Agreement shall be deemed to release any individual for any violation

of the Pluto non-competition guidelines, non-solicit obligations or any agreement or policy pertaining to

confidential or proprietary information of Pluto or any of its Subsidiaries, or otherwise relieve any individual of

his or her obligations under such non-competition guidelines, non-solicit obligations or agreement or policy

pertaining to confidential or proprietary information; provided, however, that the employment of any Spinco

Employee with Spinco or any member of the Spinco Group on and following the Distribution Date shall not be

a violation of any non-competition guidelines, non-solicit obligations or any agreement or policy pertaining to

confidentiality or proprietary information of any member of the Pluto Group.

ARTICLE XIV

ADMINISTRATIVE PROVISIONS

Section 14.01 Information Sharing and Access.

(a) Sharing of Information. Subject to any limitations imposed by applicable Law, each of Pluto and

Spinco (acting directly or through members of the Pluto Group or the Spinco Group, respectively) shall provide

to the other Party and its authorized agents and vendors all Information necessary (including Information for

purposes of determining benefit eligibility, participation, vesting, and calculation of benefits) on a timely basis

under the circumstances for the Party to perform its duties under this Agreement and applicable Law. Such

Information shall include Information relating to equity awards under a Pluto Stock Plan or the Spinco Stock

Plan and Information relating to termination of employment for purposes of distributions under the Pluto

Nonqualified Plans. To the extent that such Information is maintained by a third-party vendor, each Party shall

use its commercially reasonable efforts to require the third-party vendor to provide the necessary Information

and assist in resolving discrepancies or obtaining missing data. Pluto shall indemnify, defend and hold harmless

the Spinco Indemnitees for any Losses and Liabilities related to or resulting from the failure by any member of

the Pluto Group to provide timely and accurate Information prior to, at or after the Distribution Time in

accordance with this Agreement, and Spinco shall indemnify, defend and hold harmless the Pluto Indemnitees

for any Losses and Liabilities related to or resulting from the failure of any member of the Spinco Group to

provide timely and accurate Information prior to, at or after the Distribution Time in accordance with this

Agreement, in each case, in accordance with Article IV of the Separation Agreement.

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(b) Access to Records. To the extent not inconsistent with this Agreement, the Separation Agreement or

any applicable privacy protection Laws or regulations, reasonable access to Employee-related and benefit plan

related records after the Distribution Time shall be provided to members of the Pluto Group and members of the

Spinco Group pursuant to the terms and conditions of Article VI of the Separation Agreement.

permitting access to all Employee-related Information, the Pluto Group and the Spinco Group shall comply with

all applicable Laws, regulations, the terms of this Agreement and internal policies, and shall indemnify and hold

harmless the other Party and its respective Indemnitees from and against any and all Liability, Actions, and

damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so

comply with all applicable Laws, the terms of this Agreement and internal policies applicable to such

Information, in accordance with Article VI of the Separation Agreement.

Pfizer Employee Matters Agreement — page 24

(d) Cooperation. Each Party shall use commercially reasonable efforts to cooperate and work together to

unify, consolidate and share (to the extent permissible under applicable privacy/data protection Laws) all

relevant documents, resolutions, government filings, data, payroll, employment and benefit plan Information on

regular timetables and cooperate as needed with respect to (i) any claims under or audit of or litigation with

respect to any employee benefit plan, policy or arrangement contemplated by this Agreement, (ii) efforts to seek

a determination letter, private letter ruling or advisory opinion from the IRS or U.S. Department of Labor on

behalf of any employee benefit plan, policy or arrangement contemplated by this Agreement, (iii) any filings

that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S.

Department of Labor or any other Governmental Authority, and (iv) any audits by a Governmental Authority or

corrective actions, relating to any Benefit Plan, labor or payroll practices; provided, however, that requests for

cooperation must be reasonable and not interfere with daily business operations.

(e) Confidentiality. Notwithstanding anything in this Agreement to the contrary, all confidential records

and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to

Section 6.08 of the Separation Agreement and the requirements of applicable Law.

Section 14.02 Audits Regarding Vendor Contracts. From the period beginning on the Distribution Date

and ending on such date as Pluto and Spinco may mutually agree in writing, Pluto and Spinco and their duly

authorized representatives shall have the right to conduct joint audits with respect to any vendor contracts that

relate to both the Pluto Health and Welfare Plans and Spinco Health and Welfare Plans. The scope of such

audits shall encompass the review of all correspondence, account records, claim forms, canceled drafts (unless

retained by the bank), provider bills, medical records submitted with claims, billing corrections, vendor’s

internal corrections of previous errors and any other documents or instruments relating to the services performed

by the vendor under the applicable vendor contracts. Pluto and Spinco shall agree on the performance standards,

audit methodology, auditing policy and quality measures, reporting requirements, and the manner in which costs

incurred in connection with such audits will be shared.

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Section 14.03 Fiduciary Matters. Pluto and Spinco each acknowledge that actions contemplated to be

taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or

other applicable Law, and no Party shall be deemed to be in violation of this Agreement if such Party fails to

comply with any provisions hereof based upon such Party’s good faith determination that to do so would violate

such a fiduciary duty or standard (as supported by advice from counsel experienced in such matters). Each Party

shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own

fiduciary responsibilities and shall fully release and indemnify the other Party and their respective Indemnitees

for any Liabilities caused by the failure to satisfy any such responsibility, in accordance with Article IV of the

Separation Agreement.

Section 14.04 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of

any third party (such as a vendor) and such consent is withheld, Pluto and Spinco shall use their commercially

reasonable best efforts to implement the applicable provision. If any provision of this Agreement cannot be

implemented due to the failure of such third party to consent, Pluto and Spinco shall negotiate in good faith to

implement the provision in a mutually satisfactory manner.

Section 14.05 Reimbursement of Costs and Expenses. The Parties shall promptly reimburse one another,

upon reasonable request of the Party requesting reimbursement (the “Requesting Party”) as soon as practicable,

but in any event within thirty (30) days of receipt of an invoice detailing all costs, expenses and other Liabilities

paid or incurred by the Requesting Party (or any of its Affiliates), and any other substantiating documentation as

the other Party shall reasonably request, that are, or have been made pursuant to this Agreement, the

responsibility of the other Party (or any of its Affiliates) including those Liabilities, if any, under

Section 6.01(b), Section 6.02(b), Section 8.01, Section 8.05, Section 15.01 and Section 15.01(b).

Section 14.06 Taxes and Filings. The Parties hereby acknowledge and agree that (a) the members of the

Pluto Group shall be solely responsible for all obligations relating to reporting of Employment Taxes to the

appropriate Governmental Authority, remitting the amounts of any such Employment Taxes required to be

withheld or paid to the appropriate Governmental Authority and any regulatory filing obligation, in each case,

related to any compensation or benefits that are required to be paid or provided by a member of the Pluto Group

pursuant to this Agreement, and (b) the members of the Spinco Group shall be solely responsible for all

obligations relating to reporting of Employment Taxes to the appropriate Governmental Authority, remitting the

amounts of any such Employment Taxes required to be withheld or paid to the appropriate Governmental

Pfizer Employee Matters Agreement — page 25

Authority and any regulatory filing obligation, in each case, related to any compensation or benefits that are

required to be paid or provided by a member of the Spinco Group pursuant to this Agreement. Notwithstanding

the foregoing, in the event that the Pluto Group or the Spinco Group, as applicable, pays or incurs a cost,

expense or other Liability that is, or has been made pursuant to this Agreement, the responsibility of the other

Group, the amount subject to reimbursement in accordance with Section 14.05 shall include the amount of

Employment Taxes paid by the first Group in satisfying such obligation. In addition, with respect to each Spinco

Employee and Former Spinco Employee, the Spinco Group shall be responsible for the filing of Form W-2 and

Form 1095-C (to the extent applicable to such Spinco Employee or Former Spinco Employee) in respect of the

year in which the Distribution Time occurs. Further, in accordance with and subject to the terms of the Tax

Matters Agreement, the Pluto Group shall be entitled to any Tax deduction available in respect of all Liabilities

related to compensation or benefits that it retains or assumes pursuant to this Agreement, and the Spinco Group

shall be

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entitled to any Tax deduction available in respect of all Liabilities related to compensation or benefits that it

retains or assumes pursuant to this Agreement. In the event that the treatment specified in this Section 14.06

does not comply with applicable Law or results in adverse Tax consequences to the Parties or any Employees or

Former Employees, the Parties agree to negotiate in good faith alternative treatment that complies with

applicable Law and does not result in adverse Tax consequences to the Parties or any Employees or Former

Employees.

ARTICLE XV

MISCELLANEOUS

Section 15.01 Cooperation Relating to Claims.

(a) Duties of Spinco. Following the Effective Date, Spinco shall cooperate, and shall cause the members

of the Spinco Group to cooperate fully with the members of the Pluto Group in the prosecution, defense and

settlement of any claims for which any member of the Pluto Group retains Liability under this Agreement. Such

cooperation shall include (i) affording the applicable member of the Pluto Group, its counsel and its other

representatives reasonable access, upon reasonable written notice during normal business hours, to all relevant

personnel, properties, books, contracts, commitments and records, (ii) furnishing promptly to the applicable

member of the Pluto Group, its counsel and its other representatives such Information as they reasonably

requested, and (iii) providing any other assistance to the applicable member of the Pluto Group, its counsel and

its other representatives as they reasonably request. Pluto shall reimburse Spinco for reasonable costs and

expenses incurred in assisting Pluto pursuant to this Section 15.01(a).

(b) Duties of Pluto. Following the Effective Date, Pluto shall cooperate, and shall cause the members of

the Pluto Group to cooperate fully with the members of the Spinco Group in the prosecution, defense and

settlement of any claims for which any member of the Spinco Group assumes Liability under this Agreement.

Such cooperation shall include (i) affording the applicable member of the Spinco Group, its counsel and its

other representatives reasonable access, upon reasonable written notice during normal business hours, to all

relevant personnel, properties, books, contracts, commitments and records, (ii) furnishing promptly to the

applicable member of the Spinco Group, its counsel and its other representatives such Information as they

reasonably request, and (iii) providing any other assistance to the applicable member of the Spinco Group, its

counsel and its other representatives as they reasonably request. Spinco shall reimburse Pluto for reasonable

costs and expenses incurred in assisting Spinco pursuant to this Section 15.01(b).

Section 15.02 No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended

or shall be construed to confer upon or give any Person, other than the Parties, any rights or remedies under or

by reason of this Agreement, except for the indemnification rights under the Separation Agreement of any Pluto

Indemnitee or Spinco Indemnitee in their respective capacities as such (which is intended to be for the benefit of

the Persons covered thereby and may be enforced by such Persons); provided that Utah shall be a third party

beneficiary of the rights of Utah as expressly set forth in this Agreement. Nothing in this Agreement is intended

to amend any employee benefit plan or affect the applicable plan

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Pfizer Employee Matters Agreement — page 26

sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The

provisions of this Agreement are solely for the benefit of the Parties, and no Service Provider or Former Service

Provider, officer, director, or independent contractor or any other individual associated therewith shall be

regarded for any purpose as a third-party beneficiary of this Agreement.

Section 15.03 Survival of Covenants. Except as expressly set forth in this Agreement, any other Ancillary

Agreement, the Separation Agreement or the Business Combination Agreement, the covenants contained in this

Agreement, indemnification obligations and liability for the breach of any obligations contained herein shall

survive the Distribution Time and the other transactions contemplated by the Separation Agreement shall remain

in full force and effect in accordance with their terms.

Section 15.04 Notices. All notices and other communications among the Parties and Utah shall be in

writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after

posting in the national mail having been sent registered or certified mail return receipt requested, postage

prepaid, (c) when delivered by FedEx or other internationally recognized overnight delivery service or (d) when

delivered by facsimile (solely if receipt is confirmed) or email (so long as the sender of such email does not

receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such

email), addressed as follows:

If to Pluto, to:

Pfizer Inc.

235 East 42nd Street

New York, New York 10017

Attention: Douglas M. Lankler

Bryan A. Supran

Facsimile: (212) 573-0768

Email: douglas.lankler@pfizer.com

bryan.supran@pfizer.com

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Edward D. Herlihy

David K. Lam

Gordon S. Moodie

Zachary S. Podolsky

Facsimile: (212) 403-2000

Email: EDHerlihy@WLRK.com

DKLam@WLRK.com

GSMoodie@WLRK.com

ZSPodolsky@WLRK.com

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If to Spinco, to: Viatris Inc.

1000 Mylan Boulevard

Canonsburg, PA 15317

Attention: Michael Goettler

Email: michael.goettler@viatris.com

with copies (which shall not constitute notice) to:

Viatris Inc.

1000 Mylan Boulevard

Canonsburg, PA 15317

Attention: Brian S. Roman, Global General Counsel

Facsimile: (724) 514-1871

Pfizer Employee Matters Agreement — page 27

Email: Brian.Roman@viatris.com

Cravath, Swaine & Moore LLP

825 8th Ave New York,

New York 10019

Attention: Mark I. Greene

Thomas E. Dunn

Aaron M. Gruber

Email: mgreene@cravath.com

tdunn@cravath.com

agruber@cravath.com

If to Utah, to:

Viatris Inc.

1000 Mylan Boulevard

Canonsburg, PA 15317

Attention: Michael Goettler

Email: michael.goettler@viatris.com

with copies (which shall not constitute notice) to:

Viatris Inc. 1000 Mylan Boulevard

Canonsburg, PA 15317

Attention: Brian S. Roman, Global General Counsel

Facsimile: (724) 514-1871

Email: Brian.Roman@viatris.com

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Cravath, Swaine & Moore LLP

825 8th Ave

New York, New York 10019

Attention: Mark I. Greene

Thomas E. Dunn

Aaron M. Gruber

Email: mgreene@cravath.com

tdunn@cravath.com

agruber@cravath.com

or to such other address or addresses as the Parties and Utah may from time to time designate in writing by like

notice.

Section 15.05 Amendments and Waivers. No provisions of this Agreement shall be deemed waived,

amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification

is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such

waiver, amendment, supplement or modification. In addition, prior to the Distribution Date, any such waiver,

amendment, supplementation or modification shall be subject to the prior written consent of Utah.

Section 15.06 Governing Law Jurisdiction; WAIVER OF JURY TRIAL.

(a) Unless expressly provided by this Agreement, this Agreement and all Actions (whether in contract or

tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or

performance hereof or thereof shall be governed by and construed in accordance with the Law of the State of

Delaware, without regard to any Laws or the principles thereof that would result in the application of the Laws

of any other jurisdiction. The Parties expressly waive any right they may have, now or in the future, to demand

or seek the application of a governing Law other than the Law of the State of Delaware.

(b) Subject to the provisions of Article VII of the Separation Agreement, each of the Parties hereby

irrevocably and unconditionally submits, to the exclusive jurisdiction of the Court of Chancery of the State of

Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of

Pfizer Employee Matters Agreement — page 28

Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any

appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement or the

transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not

to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may

be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law,

in such other courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it

may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of

Delaware or such other courts, (iv) waives, to the fullest extent permitted by Law, the defense of an

inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such

other courts and (v) consents to service of process in the manner provided for notices in Section 10.02 of the

Separation Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other

manner permitted by Law.

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ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY

RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE ANCILLARY

AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING

THE SPINCO FINANCING ARRANGEMENTS). EACH PARTY CERTIFIES AND ACKNOWLEDGES

THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE

EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS

CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS

VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.06(c).

(d) Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation,

performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of, or

in any way related to this Agreement or the transactions contemplated hereby and thereby shall be subject to the

dispute resolution procedures set forth in Article VII of the Separation Agreement.

Section 15.07 Assignment; Parties in Interest. No Party may assign its rights or delegate its duties under

this Agreement without the written consent of the other Parties and, prior to the Distribution Date, Spinco may

not assign its rights or delegate its duties under this Agreement without the prior written consent of Utah. Any

attempted assignment or delegation in breach of this Section 15.07 shall be null and void.

Section 15.08 Captions; Counterparts. The captions in this Agreement are for convenience only and shall

not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This

Agreement may be executed in two (2) or more counterparts (including by electronic or .pdf transmission), each

of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent

as an original signature page.

Section 15.09 Entire Agreement; Conflicting Agreements.

(a) The Separation Agreement, this Agreement, the other Ancillary Agreements, and the Business

Combination Agreement, including any related annexes, Exhibits and Schedules, as well as any other

agreements and documents referred to herein and therein, shall together constitute the entire agreement between

the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written

or oral, that may have been made or entered into by or among any of the Parties or any of their respective

Affiliates relating to the transactions contemplated hereby.

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(b) Severability. If any provision of this Agreement, or the application of any provision to any Person or

circumstance, is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of

this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained

herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement,

Pfizer Employee Matters Agreement — page 29

they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable

to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this

Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and

enforceable provision giving effect to the intent of the Parties.

event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this

Agreement, the Party who is, or is to be, thereby aggrieved shall have the right to specific performance and

injunctive or other equitable relief in respect of its rights under this Agreement or such Ancillary Agreement

without the necessity of proving actual damages or the inadequacy of monetary damages as a remedy, in

addition to any other remedy to which such Party is entitled hereunder (unless this Agreement prohibits or

otherwise limits any rights to specific performance and injunctive or other equitable relief). The Parties agree

that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate

compensation for any loss hereunder or default herein or breach hereof and that any defense in any Action for

specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or

posting of any bond with such remedy are waived by each of the Parties. Notwithstanding Section 15.06(d) and

the first sentence of this Section 15.09(c), each Party shall have the right to seek specific performance and

injunctive or other equitable relief in respect of its rights under this Agreement without regard to the provisions

set forth in Article VII of the Separation Agreement if reasonably necessary to avoid jeopardizing or forfeiting

its ability to obtain such equitable relief.

(d) No Set-Off. Except as set forth in the Business Combination Agreement, this Agreement, any other

Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member

of its Group shall have any right of set-off or other similar rights with respect to any amount required to be paid

under this Agreement by such Party or such member of its Group, on the one hand, to the other Party or any

member of such other Party’s Group, on the other hand.

(e) Late Payments. Any amounts billed or otherwise invoiced or demanded and properly payable that are

not paid within thirty (30) days of the due date therefor pursuant to this Agreement shall accrue interest from

such due date at a rate per annum equal to the Prime Rate.

(f) Expenses. Except as otherwise specified in the Separation Agreement, the Business Combination

Agreement, this Agreement or the Ancillary Agreements, and except as otherwise agreed in writing between the

Parties, each Party and the members of its Group shall each be responsible for their own fees, costs and

expenses paid or incurred in connection with the Transactions. The Parties agree that certain specified costs and

expenses shall be allocated between the Parties as set forth on Schedule 10.12 to the Separation Agreement.

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(g) Waivers of Default. Waiver by any Party of any default by the other Party of any provision of this

Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it

prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege

under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice

any other or further exercise thereof or the exercise of any other right, power or privilege. In addition, unless the

Business Combination Agreement shall have been terminated in accordance with its terms, as set forth in the

Business Combination Agreement, prior to the Distribution Date, any such waiver by Spinco shall be subject to

the written consent of Utah.

Section 15.10 Interpretation.

(a) Unless the context of this Agreement otherwise requires:

(i) (A) words of any gender include each other gender and neuter form; (B) words using the

singular or plural number also include the plural or singular number, respectively; (C) derivative forms of

defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,”

“hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,”

“Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex,

Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall

be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (F) the words

“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (G)

the word “or” shall be disjunctive but not exclusive; and (H) the word “from” (when used in reference to a

period of time) means “from and including” and the word “through” (when used in reference to a period of time)

means “through and including”;

Pfizer Employee Matters Agreement — page 30

(ii) references to any federal, state, local, or foreign statute or Law shall (A) include all rules and

regulations promulgated thereunder and (B) be to that statute or Law as amended, modified or supplemented

from time to time; and

(iii) references to any Person include references to such Person’s successors and permitted assigns,

and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to

express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and

participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities

are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement,

shall not be applicable to the construction or interpretation of this Agreement.

Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such

calendar day is not a Business Day, then such action may be deferred until the next Business Day.

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(d) The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such

phrase shall not mean simply “if.”

(e) The terms “writing,” “written” and comparable terms refer to printing, typing and other means of

reproducing words (including electronic media) in a visible form.

(f) All monetary figures shall be in United States dollars unless otherwise specified.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly

authorized representatives.

PFIZER INC.

By: /s/ Douglas E. Giordano

Name: Douglas E. Giordano

Title: Senior Vice President, Worldwide Business

Development

UPJOHN INC.

By: /s/ Sanjeev Narula

Name: Sanjeev Narula

Title: Authorized Officer

Pfizer Employee Matters Agreement

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