Exhibit 99.1
AMENDMENT
THIS AMENDMENT dated as of July 13, 2002 (the "Effective Date") is
made by and between Pfizer Inc. ("PFIZER") and Pharmacia Corporation and G.D.
Searle LLC (together, "PHARMACIA") (collectively, the "Parties").
WHEREAS, the Parties entered into a certain Global Agreement
(Celecoxib and Second Generation) dated February 18, 1998 as from time to time
amended or supplemented ("Global Agreement");
WHEREAS, PFIZER, Pilsner Acquisition Sub Corp. and PHARMACIA have
entered into an Agreement and Plan of Merger, dated as of July 13, 2002 (the
"Merger Agreement");
WHEREAS, the Parties wish to amend certain sections of the Global
Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Upon the occurrence of (1) the obligation of PHARMACIA to pay
to PFIZER a Termination Fee (as such term is defined in the Merger Agreement) in
accordance with Section 7.2(b) of the Merger Agreement and (2) the consummation
of the Business Combination (as such term is defined in the Merger Agreement)
that caused the Termination Fee to become due and payable (the "Amendment
Event"), Section 3.2(a) of the Global Agreement will be deleted and replaced
with the following:
"(a) Promptly after the Effective Date PFIZER shall appoint
three (3) representatives and PHARMACIA shall appoint two (2)
representatives to the EMC. PFIZER shall appoint its President of
Pfizer Pharmaceuticals Group, its President of U.S. Pharmaceuticals
and its Senior Vice President of Science and Technology and
PHARMACIA shall appoint its President, Global Prescription Business
and its Chief Scientific Officer as its representatives. PFIZER
shall also designate the chairperson of the EMC, which designation
may be changed by PFIZER at any time. A party may change any of its
representatives at any time if a new person is appointed to any of
the foregoing positions by giving written notice to the other
party."
2. Sections 3.3 (Collaboration Steering Committee), 3.4
(Operations Management Committee), 3.6 (Global Commercialization Committee), 3.8
(Development Committee), 3.10 (Regulatory Committee), 3.12 (Country
Commercialization Committees) contain a sentence addressing the designation of
the chairperson of the respective subcommittees. Upon the occurrence of an
Amendment Event, such sentence in the respective Sections listed in the prior
sentence shall be amended, in each case, as follows: "PFIZER will designate the
chairperson of the [subcommittee name], which designation may be changed by
PFIZER at any time."
3. Upon the occurrence of an Amendment Event, the penultimate
sentence in Section 3.9 (DC Responsibilities) that reads "Based on the
recommendations in each Development Plan, PHARMACIA may elect to have PFIZER,
with its consent, undertake certain development activities" shall be deleted and
the following substituted therefor: "Based on recommendations in each
Development Plan, PFIZER may elect to have PHARMACIA, with its consent,
undertake certain development activities."
4. Except as modified herein, all of the terms and conditions of
the Global Agreement shall remain in full force and effect.
5. Terms and expressions defined in the Global Agreement shall
have the same meaning in this Amendment.
IN WITNESS WHEREOF, the Parties have signed this Amendment as of the
Effective Date.
PFIZER INC.
By: /s/ Henry A. McKinnell
-------------------------------------
Name: Henry A. McKinnell, Ph.D.
Title: Chief Executive Officer
PHARMACIA CORPORATION
and
G.D. SEARLE LLC
By: /s/ Fred Hassan
-------------------------------------
Name: Fred Hassan
Title:
-2-