[EXHIBIT 99.4.1]


                            AMENDMENT AND WAIVER

      AMENDMENT AND WAIVER, dated as of December 4, 1997 (this "Amendment"),
 to the International Co-Promotion Agreement, effective as of June 28, 1996
 (the "Agreement") by and between Warner-Lambert Company, a Delaware
 corporation ("Warner-Lambert"), and Pfizer Inc., a Delaware corporation
 ("Pfizer").  Capitalized terms not otherwise defined herein have the
 meanings set forth in the Agreement.

      WHEREAS, Warner-Lambert has assigned certain of its rights and
 obligations under the Agreement to Warner-Lambert Export Limited, a company
 organized and existing under the laws of Ireland ("Export"), in accordance
 with the Assignment and Assumption Agreement dated as of November 1, 1996;
 and

      WHEREAS, Pfizer has assigned certain of its rights and obligations
 under the Agreement to Pfizer Overseas Inc., a corporation organized and
 existing under the laws of Delaware ("Pfizer Overseas"); and

      WHEREAS, upon this Amendment becoming effective, the parties have
 agreed that certain provisions of the Agreement be amended or waived in the
 manner provided for in this Amendment;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

                             ARTICLE I - WAIVER

      SECTION 1.01.  Waiver of Section 2.02(d).  Solely in the United
 Kingdom, Export hereby waives compliance by Pfizer Overseas with the
 provisions of Section 2.02(d) of the Agreement which require Pfizer
 Overseas, to the extent it uses the services of a contract sales force, to
 employ only "a third party whose primary business is devoted to detailing
 third party products," but only if the quality of service provided by the
 contract sales force(s) is in all material respects equal to (or better
 than) that which would otherwise be provided by Pfizer Overseas, and
 provided, further, that (a) Pfizer Overseas shall provide Export with 60
 days' prior written notice before retaining any third party contract sales
 force(s), and (b) Export consents to the use of such third party contract
 sales force(s), which consent shall not be withheld except for a material
 business reason.

                           ARTICLE II - AMENDMENTS

      SECTION 2.01.  Amendment of Article II.  Article II of the Agreement
 is hereby amended by inserting the following Section after Section 2.06
 thereof:

      "2.07  Inventions and Discoveries.  All data, inventions and
 discoveries generated during the course of any Clinical Plan, whether the
 relevant study is sponsored and/or conducted by WARNER-LAMBERT or PFIZER,
 shall be the joint property of WARNER-LAMBERT and PFIZER, and each party
 shall have the right to use such data, inventions and discoveries free of
 charge during and after the Term of this Agreement.  The parties agree to
 execute any documents or undertake any further actions as may be reasonably
 necessary to effectuate the foregoing."

      SECTION 2.02.  Amendment of Exhibit A.  Exhibit A of the Agreement is
 hereby amended by (a) deleting the country "Greece" under Category 1, (b)
 inserting the country "Portugal" below the country "Netherlands" and above
 the territory "Puerto Rico" under Category 1 and (c) deleting the country
 "Portugal" under Category 3.

                         ARTICLE III - MISCELLANEOUS

      SECTION 3.01.  No Other Amendments; Confirmation.  Except as expressly
 amended, waived, modified and supplemented hereby, the provisions of the
 Agreement are and shall remain in full force and effect.

      SECTION 3.02.  Governing Law.  This Amendment shall be governed by and
 construed in accordance with the law of the State of New York other than
 those provisions governing conflicts of law.

      SECTION 3.03.  Headings.  The headings used in this Amendment have
 been inserted for convenience of reference only and do not define or limit
 the provisions hereof.

      SECTION 3.04.  Third Party Beneficiaries.  None of the provisions of
 this Amendment shall be for the benefit of or enforceable by any third
 party, including, without limitation, any creditor of either party hereto.
 No such third party shall obtain any right under any provision of this
 Amendment or shall by reason of any such provision make any claim in
 respect of any debt, liability or obligation (or otherwise) against either
 party hereto.

      IN WITNESS WHEREOF, the parties hereto, by their duly authorized
 officers, have executed this Amendment as of the date first written above.


 WARNER-LAMBERT                       PFIZER OVERSEAS INC.
 EXPORT LIMITED


 By: /s/   Paul V. Breen              By:  /s/  Daniel Cronin
    -------------------------            -----------------------------
    Name:  Paul V. Breen                 Name:  Daniel Cronin
    Title: Managing Director             Title: Vice President