Â鶹´«Ã½

021 0192

COMMISSIONERS:

Timothy J. Muris, Chairman

Sheila F. Anthony

Mozelle W. Thompson

Orson Swindle

Thomas B. Leary

The Â鶹´«Ã½ Trade Commission ("Commission"), having initiated an investigation of the proposed merger between Respondent Pfizer Inc. ("Pfizer") and Respondent Pharmacia Corporation ("Pharmacia"), hereinafter referred to as "Respondents," and the Respondents having been furnished thereafter with a copy of a draft of Complaint that the Bureau of Competition proposed to present to the Commission for its consideration and which, if issued by the Commission, would charge Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Â鶹´«Ã½ Trade Commission Act, as amended, 15 U.S.C. § 45; and

Respondents, their attorneys, and counsel for the Commission having thereafter executed an Agreement Containing Consent Orders ("Consent Agreement"), containing the proposed Decision and Order, an admission by Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement that the signing of said Consent Agreement is for settlement purposes only and does not constitute an admission by Respondents that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, and waivers and other provisions as required by the Commission's Rules; and

The Commission having thereafter considered the matter and having determined that it had reason to believe that Respondents have violated the said Acts, and that a Complaint should issue stating its charges in that respect, and having determined to accept the executed Consent Agreement and to place such Consent Agreement on the public record for a period of thirty (30) days for the receipt and consideration of public comments, now in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby issues its Complaint, makes the following jurisdictional findings and issues this Order to Maintain Assets:

1. Respondent Pfizer Inc. is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 235 East 42^nd Street, New York, New York 10017.

 

2. Respondent Pharmacia Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 100 Route 206 North, Peapack, New Jersey 07977.

 

3. The Â鶹´«Ã½ Trade Commission has jurisdiction of the subject matter of this proceeding and of Respondents, and the proceeding is in the public interest.

IT IS ORDERED that, as used in this Order to Maintain Assets, the following definitions and the definitions used in the Consent Agreement and the proposed Decision and Order (and when made final, the final Decision and Order), which are attached hereto as Appendix B and incorporated herein by reference and made a part hereof, shall apply:

A. "Pfizer" means Pfizer Inc., its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Pfizer Inc. (including, but not limited to, Warner-Lambert Company LLC), and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

 

B. "Pharmacia" means Pharmacia Corporation, its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Pharmacia Corporation (including, but not limited to, G.D. Searle LLC, and Pharmacia & Upjohn Company), and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

 

C. "Respondents" means Pfizer and Pharmacia, individually and collectively.

 

D. "Merger" means the merger contemplated by the "Agreement and Plan of Merger" dated as of July 13, 2002, among Pfizer, Pilsner Acquisition Sub Corp. ("Pilsner") and Pharmacia ("Merger Agreement") pursuant to which Pilsner, a wholly-owned subsidiary of Pfizer formed for the purpose of the merger, will merge with and into Pharmacia. As a result, Pharmacia will survive the merger and become a wholly-owned subsidiary of Pfizer upon completion of the merger.

 

E. "Commission" means the Â鶹´«Ã½ Trade Commission.

 

F. "Agency(ies)" means any governmental regulatory authority or authorities in the world responsible for granting approval(s), clearance(s), qualification(s), license(s) or permit(s) for any aspect of the research, Development, manufacture, marketing, distribution or sale of a Product. The term "Agency" includes, but is not limited to, the United States Food and Drug Administration ("FDA").

 

G. "Business Day" means any day excluding Saturday, Sunday and any United States Â鶹´«Ã½ holiday.

 

H. "Closing Date" means the date on which Respondents (or a Divestiture Trustee) and a Commission-approved Acquirer close on a transaction to divest, license, or otherwise convey relevant assets pursuant to the Decision and Order.

 

I. "Commission-approved Acquirer" means: 1) an entity that is specifically identified in the Decision and Order to acquire particular assets that the Respondents are required to assign, grant, license, divest, transfer, deliver or otherwise convey pursuant to the Decision and Order and that has been approved by the Commission to accomplish the requirements of the Decision and Order in connection with the Commission's determination to make the Decision and Order final; or 2) an entity approved by the Commission to acquire particular assets that the Respondents are required to assign, grant, license, divest, transfer, deliver or otherwise convey pursuant to the Decision and Order.

 

J. "Confidential Business Information" means all information owned by, or in the possession or control of, Respondents that is not in the public domain related to the research, Development, manufacture, marketing, commercialization, distribution, importation, exportation, cost, pricing, supply, sales, sales support, or use of a Product, as defined in the Decision and Order.

K. "Divestiture Agreement" means: 1) any agreement between a Respondent(s) and a Commission-approved Acquirer that is specifically referenced and attached to the Decision and Order and all amendments, exhibits, attachments, agreements, and schedules thereto, related to the relevant assets to be assigned, granted, licensed, divested, transferred, delivered or otherwise conveyed, and that has been approved by the Commission to accomplish the requirements of the Orders in connection with the Commission's determination to make the Decision and Order final; or 2) any agreement between a Respondent(s) and a Commission-approved Acquirer (or between a Divestiture Trustee and a Commission-approved Acquirer) that has been approved by the Commission to accomplish the requirements of the Decision and Order and all amendments, exhibits, attachments, agreements, and schedules thereto, related to the relevant assets to be assigned, granted, licensed, divested, transferred, delivered or otherwise conveyed, that have been approved by the Commission to accomplish the requirements of the Orders.

 

L. "Divestiture Businesses and Assets" means the Bonine Assets, the Cortaid Assets, the Cow Mastitis Products Assets, the D2 Agonist 774 Assets, the Darifenacin Assets, the Femhrt Assets, the Halls Assets, the Halls Business, and the IN Apomorphine Assets, individually and collectively, as defined in the Decision and Order.

 

M. "Divestiture Trustee(s)" means a trustee or trustees appointed by the Commission pursuant to the relevant provisions of the Decision and Order.

 

N. "Effective Date" means the earlier of: 1) the date the Respondents close on the Merger Agreement, or 2) the date the Merger becomes effective by filing the certificate of merger with the Secretary of State of the State of Delaware.

 

O. "Interim Monitor(s)" means a monitor appointed by the Commission pursuant to the relevant provisions of this Order to Maintain Assets or the Decision and Order.

 

P. "Orders" means the Decision and Order and this Order to Maintain Assets.

 

Q. "Product Confidential Business Information" means the Confidential Business Information relating to any product marketed or sold under the Halls Trademarks and the following Products as defined in the Decision and Order: Amoxi-Mast, Bonine, Cortaid, D2 Agonist 774, Dariclox, Darifenacin, Deramaxx, Femhrt, IN Apomorphine, and Orbenin DC.

 

R. "Product Core Employee(s)" means the Darifenacin Core Employees, the Femhrt Core Employees, the Femhrt Sales Employees, the IN Apomorphine Core Employees, the D2 Agonist 774 Core Employees, the Cow Mastitis Products Core Employees, the Bonine Core Employees, and the Cortaid Core Employees, individually and collectively, as defined or otherwise identified in the Decision and Order.

 

S. "Proposed Acquirer" means an entity proposed by the Respondents (or a Divestiture Trustee) to the Commission and submitted for the approval of the Commission as the acquirer for particular assets required to be assigned, granted, licensed, divested, transferred, delivered or otherwise conveyed by Respondents pursuant to this Order.

IT IS FURTHER ORDERED that from the date this Order to Maintain Assets becomes final:

A. Respondents shall take such actions as are necessary to maintain the viability, marketability, and competitiveness of the Divestiture Businesses and Assets, and shall prevent the destruction, removal, wasting, deterioration, sale, disposition, transfer or impairment of the Divestiture Businesses and Assets, except for ordinary wear and tear and as otherwise would occur in the ordinary course of business.

 

B. Respondents shall maintain the operations of the Divestiture Businesses and Assets in the regular and ordinary course of business and in accordance with past practice (including regular repair and maintenance of the Divestiture Businesses and Assets) and shall use their best efforts to preserve the existing relationships with suppliers, vendors, customers, Agencies, employees, and others having business relations with the Divestiture Businesses and Assets. Respondents' responsibilities shall include, but are not limited to:

 

1. providing the Divestiture Businesses and Assets with sufficient working capital to operate the Divestiture Businesses and Assets at least at current rates of operation, to meet all capital calls with respect to the Divestiture Businesses and Assets and to carry on, at least at their scheduled pace, all capital projects, business plans and promotional activities for the Divestiture Businesses and Assets;

 

2. continuing, at least at their scheduled pace, any additional expenditures for the Divestiture Businesses and Assets authorized prior to the date the Consent Agreement was signed by Respondents;

 

3. making available for use by the Divestiture Businesses and Assets funds sufficient to perform all routine maintenance and all other maintenance as may be necessary to, and all replacements of, the Divestiture Businesses and Assets;

 

4. providing the Divestiture Businesses and Assets with such funds as are necessary to maintain the viability, marketability and competitiveness of the Divestiture Businesses and Assets;

 

5. providing such support services to the Divestiture Businesses and Assets as were being provided to these businesses by Respondents as of the date the Consent Agreement was signed by Respondents;

 

6. maintaining a work force equivalent in size, training, and expertise to what has been associated with the Divestiture Businesses and Assets;

 

7. in connection with the Darifenacin Assets and the Commission-approved Acquirer of the Darifenacin Assets: (i) keeping the Commission-approved Acquirer informed on a timely and ongoing basis with respect to any material contacts with, or communications from, any Agency(ies) relating to Darifenacin; (ii) notifying the Commission-approved Acquirer of, and allowing its participation in, any meetings or discussions with any Agency(ies) relating to Darifenacin; (iii) discussing with the Commission-approved Acquirer any proposed action, response or reply by Respondents to any Agency(ies) relating to Darifenacin in advance of Respondents taking such action or submitting such response or reply; and (iv) complying with all reasonable requests made by the Commission-approved Acquirer of the Darifenacin Assets concerning any proposed meetings, discussions, actions, or written or oral communications with any such Agency(ies); and

 

8. in connection with the Cow Mastitis Products Assets and the Commission-approved Acquirer of the Cow Mastitis Products Assets: (i) keeping the Commission-approved Acquirer informed on a timely and ongoing basis with respect to any material contacts with, or communications from, any Agency(ies) relating to qualification of an alternative supplier of the active pharmaceutical ingredients contained in the Cow Mastitis Products; (ii) notifying the Commission-approved Acquirer of, and allowing its participation in, any meetings or discussions with any Agency(ies) relating to qualification of an alternative supplier of the active pharmaceutical ingredients contained in the Cow Mastitis Products; (iii) discussing with the Commission-approved Acquirer any proposed action, response or reply by Respondents to any Agency(ies) relating to qualification of an alternative supplier of the active pharmaceutical ingredients contained in the Cow Mastitis Products in advance of Respondents taking such action or submitting such response or reply; and (iv) complying with all reasonable requests made by the Commission-approved Acquirer of the Cow Mastitis Products Assets concerning any proposed meetings, discussions, actions, or written or oral communications with any such Agency(ies).

 

C. Respondents shall cooperate with the Interim Monitor(s) in the performance of the Interim Monitor'(s) obligations pursuant to the Orders.

 

D. Respondents shall provide all Product Core Employees with reasonable financial incentives to continue in their positions until the Closing Date. Such incentives shall include a continuation of all employee benefits offered by Respondents until the Closing Date for the divestiture of the Divestiture Businesses and Assets has occurred, including regularly scheduled raises and bonuses, and a vesting of all pension benefits (as permitted by law).

 

Provided, however, this Paragraph shall not be construed to require the Respondents to terminate the employment of any employee.

 

E. Prior to the Closing Date, and consistent with the provisions of the Decision and Order, Respondents shall not interfere with the hiring or employing of any Product Core Employees by any Proposed Acquirer of any of the Divestiture Businesses and Assets, shall not offer any incentive to such employees to decline employment with the Proposed Acquirer or to accept other employment with Respondents in lieu of accepting employment with the Proposed Acquirer, and shall remove any other impediments within the control of Respondents that may deter these employees from accepting employment related to the Divestiture Businesses and Assets with the Proposed Acquirer, including, but not limited to, any confidentiality provisions relating to the Divestiture Businesses and Assets or any non-compete provisions of employment or other contracts with Respondents that would affect the ability or incentive of those individuals to be employed by the Proposed Acquirer. In addition, Respondents shall not make any counteroffer to a Product Core Employee who receives a written offer of employment from the Proposed Acquirer.

 

Provided, however, that this Paragraph II.E. does not prohibit the Respondents from making offers to any Product Core Employee where the Commission-approved Acquirer has notified the Respondents in writing that it does not intend to make an offer of employment to that employee.

 

Provided further, that if the Respondents notify the Commission-approved Acquirer in writing of their desire to make an offer of employment to a particular Product Core Employee, and the Commission-approved Acquirer does not make an offer of employment to that employee within twenty (20) Business Days of the date the Commission-approved Acquirer receives such notice, the Respondents may make an offer of employment to that employee.

 

F. Promptly following the Effective Date, Respondents shall provide to all of Respondents' employees and other personnel who may have access to Product Confidential Business Information written or electronic notification of the restrictions on the use of the Product Confidential Business Information by Respondents' personnel. At the same time, if not provided earlier, Respondents shall provide a copy of such notification by e-mail with return receipt requested or similar transmission, and keep an electronic file of such receipts for one (1) year after the Closing Date. Respondents shall provide a copy of the form of such notification to the Commission-approved Acquirer, the Interim Monitor(s), and the Commission. Respondents shall also obtain from each employee covered by this Paragraph II. F. an agreement to abide by the applicable restrictions. Such agreement and notification shall be in substantially the form set forth in the "Notice of Divestiture and Requirement for Confidentiality" attached as Appendix A to this Order to Maintain Assets. Respondents shall maintain complete records of all such agreements at Respondents' corporate headquarters and shall provide an officer's certification to the Commission, stating that such acknowledgment program has been implemented and is being complied with. Respondents shall monitor the implementation by their employees and other personnel of all applicable restrictions, and take corrective actions for the failure of such employees and personnel to comply with such restrictions or to furnish the written agreements and acknowledgments required by this Order. Respondents shall provide the Commission-approved Acquirer with copies of all certifications, notifications and reminders sent to Respondents' employees and other personnel.

 

G. Respondents shall adhere to and abide by the Divestiture Agreements (which agreements shall not vary or contradict, or be construed to vary or contradict, the terms of the Orders, it being understood that nothing in the Orders shall be construed to reduce any obligations of Respondents under such agreement(s)), which are incorporated by reference into this Order to Maintain Assets and made a part hereof.

 

H. The purpose of this Order to Maintain Assets is to ensure the continued viability, marketability, and competitiveness of the Divestiture Businesses and Assets in the same businesses in which the Divestiture Businesses and Assets were engaged at the time of the announcement of the Merger, and to prevent the destruction, removal, wasting, deterioration, or impairment of any of the Divestiture Businesses and Assets except for ordinary wear and tear.

IT IS FURTHER ORDERED that:

A. At any time after Respondents sign the Consent Agreement in this matter, the Commission may appoint one or more Interim Monitors to assure that Respondents expeditiously comply with all of their obligations and perform all of their responsibilities as required by the Orders and the Divestiture Agreements.

 

B. The Commission shall select each Interim Monitor, subject to the consent of Respondents, which consent shall not be unreasonably withheld. If neither Respondent has opposed, in writing, including the reasons for opposing, the selection of a proposed Interim Monitor within ten (10) days after notice by the staff of the Commission to Respondents of the identity of any proposed Interim Monitor, Respondents shall be deemed to have consented to the selection of the proposed Interim Monitor.

 

C. Not later than ten (10) days after the appointment of an Interim Monitor, Respondents shall execute an agreement that, subject to the prior approval of the Commission, confers on the Interim Monitor all the rights and powers necessary to permit the Interim Monitor to monitor Respondents' compliance with the relevant requirements of the Orders in a manner consistent with the purposes of the Orders.

 

D. If one or more Interim Monitors are appointed pursuant to this Paragraph or pursuant to the relevant provisions of the Decision and Order in this matter, Respondents shall consent to the following terms and conditions regarding the powers, duties, authorities, and responsibilities of each Interim Monitor:

 

1. The Interim Monitor shall have the power and authority to monitor Respondents' compliance with the divestiture and asset maintenance obligations and related requirements of the Orders, and shall exercise such power and authority and carry out the duties and responsibilities of the Interim Monitor in a manner consistent with the purposes of the Orders and in consultation with the Commission.

 

2. The Interim Monitor shall act in a fiduciary capacity for the benefit of the Commission.

 

3. The Interim Monitor shall serve until the later of:

 

a. the completion by Respondents of the divestitures of the Divestiture Businesses and Assets in a manner that fully satisfies the requirements of the Orders and notification by the Commission-approved Acquirers to the Interim Monitor that they are fully capable of producing the relevant Product(s) acquired pursuant to a Divestiture Agreement(s) independently of Respondents (or, in the case of the Cow Mastitis Products, independently of GlaxoSmithKline); or

 

b. the completion by Respondents of the last obligation under the Orders pertaining to the Interim Monitor's service.

 

Provided, however, that the Commission may extend or modify this period as may be necessary or appropriate to accomplish the purposes of the Orders.

 

4. Subject to any demonstrated legally recognized privilege, the Interim Monitor shall have full and complete access to Respondents' personnel, books, documents, records kept in the normal course of business, facilities and technical information, and such other relevant information as the Interim Monitor may reasonably request, related to Respondents' compliance with their obligations under the Orders, including, but not limited to, their obligations related to the Divestiture Businesses and Assets. Respondents shall cooperate with any reasonable request of the Interim Monitor and shall take no action to interfere with or impede the Interim Monitor's ability to monitor Respondents' compliance with the Orders.

 

5. The Interim Monitor shall serve, without bond or other security, at the expense of Respondents on such reasonable and customary terms and conditions as the Commission may set. The Interim Monitor shall have authority to employ, at the expense of the Respondents, such consultants, accountants, attorneys and other representatives and assistants as are reasonably necessary to carry out the Interim Monitor's duties and responsibilities.

 

6. Respondents shall indemnify the Interim Monitor and hold the Interim Monitor harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the Interim Monitor's duties, including all reasonable fees of counsel and other reasonable expenses incurred in connection with the preparations for, or defense of, any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the Interim Monitor.

 

7. Respondents shall report to the Interim Monitor in accordance with the requirements of the Decision and Order and/or as otherwise provided in any agreement approved by the Commission. The Interim Monitor shall evaluate the reports submitted to the Interim Monitor by Respondents, and any reports submitted by the Commission-approved Acquirer with respect to the performance of Respondents' obligations under the Orders or the Divestiture Agreement(s). Within one (1) month from the date the Interim Monitor receives these reports, the Interim Monitor shall report in writing to the Commission concerning Respondents' performance of their obligations under the Orders.

 

8. Respondents may require the Interim Monitor and each of the Interim Monitor's consultants, accountants, attorneys and other representatives and assistants to sign a customary confidentiality agreement; provided, however, that such agreement shall not restrict the Interim Monitor from providing any information to the Commission.

 

E. The Commission may, among other things, require each Interim Monitor and each of the Interim Monitor's consultants, accountants, attorneys and other representatives and assistants to sign an appropriate confidentiality agreement related to Commission materials and information received in connection with the performance of the Interim Monitor's duties.

 

F. If the Commission determines that an Interim Monitor has ceased to act or failed to act diligently, the Commission may appoint a substitute Interim Monitor in the same manner as provided in this Paragraph or the relevant provisions of the Decision and Order in this matter.

 

G. The Commission may on its own initiative, or at the request of an Interim Monitor, issue such additional orders or directions as may be necessary or appropriate to assure compliance with the requirements of the Orders.

 

H. An Interim Monitor appointed pursuant to this Order to Maintain Assets or the relevant provisions of the Decision and Order in this matter may be the same person appointed as a Divestiture Trustee pursuant to the relevant provisions of the Decision and Order.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least thirty (30) days prior to any proposed change in either corporate Respondent such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporation that may affect compliance obligations arising out of this Order to Maintain Assets.

IT IS FURTHER ORDERED that, for the purposes of determining or securing compliance with this Order to Maintain Assets, and subject to any legally recognized privilege, and upon written request with reasonable notice to Respondents, Respondents shall permit any duly authorized representatives of the Commission:

A. Access, during office hours of Respondents and in the presence of counsel, to all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda and all other records and documents in the possession or under the control of Respondents relating to compliance with this Order to Maintain Assets; and

 

B. Upon five (5) days' notice to Respondents and without restraint or interference from Respondents, to interview officers, directors, or employees of Respondents, who may have counsel present, regarding such matters.

IT IS FURTHER ORDERED that this Order to Maintain Assets shall terminate on the earlier of:

A. Three (3) business days after the Commission withdraws its acceptance of the Consent Agreement pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34; or

 

B. The day after the divestiture of all of the Divestiture Businesses and Assets, as required by and described in the Decision and Order, has been completed and each Interim Monitor, in consultation with Commission staff and the Commission-approved Acquirer(s), notifies the Commission that all related assignments, conveyances, deliveries, grants, licenses, transactions, transfers and other transitions are complete, or the Commission otherwise directs that this Order to Maintain Assets is terminated.

By the Commission.

Donald S. Clark
Secretary

SEAL

ISSUED: April 11, 2003

APPENDIX A

TO THE ORDER TO MAINTAIN ASSETS

NOTICE OF DIVESTITURE AND REQUIREMENT FOR CONFIDENTIALITY

On March 24, 2003, Pfizer Inc. ("Pfizer") and Pharmacia Corporation ("Pharmacia"), hereinafter referred to collectively as "Respondents," entered into an Agreement Containing Consent Orders ("Consent Agreement") with the Â鶹´«Ã½ Trade Commission ("FTC") relating to the divestiture of certain assets. That Consent Agreement includes two orders: The Decision and Order and the Order to Maintain Assets.

The Decision and Order requires the divestiture of assets relating to the several marketed and pipeline Pfizer products including Darifenacin, femhrt, Pfizer's cow mastitis product line, Pfizer's Halls product line and Bonine. These assets are hereinafter referred to as the "Pfizer Divested Assets." The Decision and Order also requires the divestiture of assets relating to several marketed and pipeline Pharmacia products including Intranasal Apomorphine, the D2 Agonist 774 development compound, Deramaxx and Cortaid. These assets are hereinafter referred to as the "Pharmacia Divested Assets." Both the Decision and Order and the Order to Maintain Assets require Respondents to commit that no Confidential Business Information relating to the Pfizer Divested Assets or the Pharmacia Divested Assets will be disclosed to or used by any employee of the combined entity formed by the merger of Pfizer and Pharmacia ("Combined Entity"). In particular, this is to protect such information from being used in any way for the research, development, sale or manufacture of any product that competes or may compete with any product that is marketed by the Respondents after the proposed merger. The Decision and Order also requires the complete divestiture of ALL documents (including electronically stored material) that contain Confidential Business Information related to the Pfizer Divested Assets and Pharmacia Divested Assets. Accordingly, no employee of the Combined Entity may maintain copies of documents containing such information.

Under the Decision and Order, the Respondents are required to divest the Pfizer Divested Assets and Pharmacia Divested Assets to an acquirer that must be approved by the FTC. Companies have been have been proposed to the FTC as the acquirers for these assets. Until a complete divestiture of all of the Pfizer Divested Assets and Pharmacia Divested Assets occurs, the requirements of the second order - the Order to Maintain Assets - are in place to insure the continued marketability, viability and competitive vigor of the Pfizer Divested Assets and Pharmacia Divested Assets. This includes preserving the work force that performs functions related to the Pfizer Divested Assets and Pharmacia Divested Assets. You are receiving this notice because you are either (i) an employee with work responsibilities related to the Pfizer Divested Assets, (ii) an employee with work responsibilities related to the Pharmacia Divested Assets, (iii) an employee for Pfizer, Pharmacia or the Combined Entity who has work responsibilities in some way related to products that compete or may compete with the Pfizer Divested Assets or Pharmacia Divested Assets, or (iv) an employee or former employee of Pharmacia or Pfizer who might have Confidential Business Information in your possession related to the Pfizer Divested Assets or Pharmacia Divested Assets.

All Confidential Business Information related to Pfizer Divested Assets and Pharmacia Divested Assets must be retained and maintained by the persons involved in the operation of that business on a confidential basis, and such persons must not provide, discuss, exchange, circulate, or otherwise disclose any such information to or with any other person whose employment involves responsibilities unrelated to the Pfizer Divested Assets or Pharmacia Divested Assets (such as persons with job responsibilities related to Pfizer or Pharmacia products that compete or may compete with the Pfizer Divested Assets or Pharmacia Divested Assets). In addition, any person who possesses such Confidential Business Information related to the Pharmacia Divested Assets or Pfizer Divested Assets and who becomes involved in the Combined Entity's business related to any product that competes or may compete with the Pfizer Divested Assets or Pharmacia Divested Assets must not provide, discuss, exchange, circulate, or otherwise disclose any such information to or with any other person whose employment relates to such businesses. Finally, any Pfizer, Pharmacia or former Pfizer or Pharmacia employee with documents that contain information that he or she believes might be considered Confidential Business Information related to the Pharmacia Divested Assets or Pfizer Divested Assets and who has not received specific instructions as to how the documents in his or her possession should be disposed of should contact the contact person identified at the end of this notice.

Furthermore, the Decision and Order places restrictions upon the functions that management level employees of Pfizer or Pharmacia can perform for the Combined Entity for one (1) year from the closing of the Pfizer/Pharmacia transaction: (i) any employee of Pfizer who was involved in the marketing of Darifenacin may not perform a similar function for the Combined Entity relating to Detrol, (ii) any employee of Pfizer who was involved in the marketing of femhrt may not perform a similar function for the Combined Entity relating to Activella, (iii) any employee of Pfizer who was involved in the marketing of Pfizer's Cow Mastitis products may not perform a similar function for the Combined Entity relating to Cow Mastitis products, (iv) any employee of Pfizer who was involved in the marketing of Bonine may not perform a similar function for the Combined Entity relating to Dramamine, and (v) any employee of Pharmacia who was involved in the marketing of Cortaid may not perform a similar function for the Combined Entity relating to Cortizone. In addition, any employee involved in sales efforts for femhrt may not perform a similar function for the Combined Entity regarding Activella for six (6) months from the closing of the Pfizer/Pharmacia transaction.

Any violation of the Decision and Order, or the Order to Maintain Assets may subject Pfizer, Pharmacia, or the Combined Entity to civil penalties and other relief as provided by law.

CONTACT PERSON

If you have questions regarding the contents of this notice, the confidentiality of information, the Decision and Order or the Order to Maintain Assets, you should contact Marc Brotman at 212-733-5029, e-mail address: marc.brotman@pfizer.com.

ACKNOWLEDGMENT

I, (print name), hereby acknowledge that I have read the above notification and agree to abide by its provisions.

APPENDIX B