[EXHIBIT 99.4.4]
AMENDMENT
AMENDMENT, dated as of December 1, 1998 (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,
and Pfizer Inc., a Delaware corporation.
WHEREAS, Warner-Lambert Company 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 ("Warner-Lambert"), in
accordance with the Assignment and Assumption Agreement dated as of
November 1, 1996; and
WHEREAS, Pfizer Inc. 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"), in accordance
with an Assignment effective as of June 28, 1996;
WHEREAS, the Agreement has previously been amended by an Amendment and
Waiver dated as of December 4, 1997 and an Amendment dated as of January
16, 1998;
WHEREAS, Warner-Lambert and Pfizer wish to clarify the terms of the
arrangement for the co-promotion of the Products in China (as hereinafter
defined) in the event that Warner-Lambert elects, in accordance with an
Amendment and Waiver dated December 1, 1998 (the "International License
Amendment") to the International License Agreement effective as of June 28,
1996 between Warner-Lambert and Pfizer (the "International License
Agreement"), to co-promote the Products with Pfizer in China (the
"Election"); and
WHEREAS, the parties have agreed that as of the effective date of the
Election certain provisions of the Agreement shall be amended in the manner
provided for in this Amendment and certain other agreements shall be
entered into;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I - AMENDMENTS
SECTION 1.01. Amendment of Section 1.01.
Section 1.01 of the Agreement is hereby amended by:
(a) adding the following new definition immediately before the
definition of "Category 1 Countries":
"Bulk" means the bulk tablet form of Products."
(b) adding the following new definition immediately before the
definition of "Change in Control":
"Category 4 Country" means China."
(c) adding the following new definitions immediately before the
definition of "Clinical Plan":
"China" means the People's Republic of China (excluding the Special
Administrative Region of Hong Kong and Macao)."
"China Commencement Date" means the date on which Warner-Lambert shall
commence co-promotion of the Products pursuant to the Election."
"China Product Expenses" means, for any period, the total of Product
Expenses, (as that term is defined in the Agreement) incurred by Pfizer and
Warner-Lambert, in each case for China, during such period."
"China Co-Promotion Amount" means, for any period, the difference
between (i) ninety percent (90%) of Net Sales for China during such period
and (ii) the sum of China Product Expenses and Distribution Expenses for
China for such period."
(d) adding the following new definition immediately before the
definition of "FDA":
"Distribution Expenses" for China means, subject to the next sentence,
the out-of-pocket costs actually paid or credited, by Pfizer or its
Affiliate, for the order processing, handling, warehousing and physical
distribution of the Products from (a) Pfizer's or its Affiliate's plant in
China to (b) unaffiliated third party customers of the Products which
customers are not hired by Pfizer or its Affiliate to distribute the
Products (for purposes of this definition, "Final Customers").
"Distribution Expenses" shall include without limitation, (i) fees and
expenses of third parties hired by Pfizer or its Affiliate to process
orders, handle, warehouse and physically distribute the Products, (ii)
costs related to the operation of distribution centers and warehouses,
(iii) freight, shipping and insurance costs to transport the Products from
Pfizer's or its Affiliate's plant in China to Final Customers, (iv)
customer and collection services, and (v) order entry and processing costs,
but shall not include (i) any payments made by third party distributors for
sales force commissions or sales force incentives, or (ii) any bad debt or
accounts receivable carrying charges which are not customary in China."
(e) amending the definition of "Launch Date" by adding the words ";
provided, however, that for the purposes of this Agreement, "Launch Date"
for China means the China Commencement Date" at the end thereof.
(f) adding the following new definition immediately before the
definition of "Market Share":
"Manufacturing Authorization" means the authorization necessary to
Package the Products as granted by the relevant Governmental or Regulatory
Authorities in China."
(g) adding the following new definition immediately before the
definition of "Patents":
"Packaging" means activities relating to filling/blistering, labeling,
packaging, and finishing the Products, including but not limited to,
purchasing packaging materials, quality control, release and storage and
the tests and analyses conducted in connection therewith."
(h) amending the definition of "Net Sales" by:
(i) inserting the words "or, in the case of China, the aggregate
sales of Pfizer and its Affiliates," in the second line after the
words "Warner-Lambert and its Affiliates";
(ii) inserting the words "or sales between Pfizer and its Affiliates"
in the fourth line after the words "Warner-Lambert and its
Affiliates"; and
(iii) inserting the words "or, in the case of China, consistent with
PFIZER's audited financial statements," in the nineteenth line
after the words "Warner-Lambert's audited financial statements."
(i) amending the definition of "Term of this Agreement" by inserting
the words "(or, with respect to China, the China Commencement Date)" in the
second line after the words "date hereof".
SECTION 1.02. Amendment of Exhibit A.
Exhibit A of the Agreement is hereby amended by adding a Category 4
and by inserting the country China under such Category.
SECTION 1.03. Amendments of Section 3.01
(a) Section 3.01 (b) is hereby amended by inserting the words " and
(iv) with respect to China, a Category 4 Country, for fifty percent (50%)
of all Product Expenses and Distribution Expenses", in the eighth line,
immediately after the first appearance of the word "Expenses," and by
inserting the words "and Distribution Expenses" in the eighth line,
immediately after the second appearance of the word "Expenses."
(b) Section 3.01 is further amended by adding thereto new subsections
(c) and (d) providing as follows:
"(c) For each Agreement Year and separately calculated for China, a
Category 4 Country, PFIZER shall pay to WARNER-LAMBERT, in local currency,
fifty percent (50%) of the China Co-Promotion Amount.
(d) For purposes of Section 3.01(c), in no event shall PFIZER be
obligated to pay WARNER-LAMBERT an amount that is greater than forty-five
percent (45%) of Net Sales in China in any Agreement Year."
SECTION 1.04. Amendment of Section 3.02.
Section 3.02(a) is hereby amended by inserting the words "and (iv) in
the case of China, a Category 4 Country, for fifty percent (50%) of all
Product Expenses and Distribution Expenses in the sixth line, immediately
after the words "Expenses."
SECTION 1.05 General.
References to a "Section" or "Sections" herein shall mean the
relevant Section of this Amendment, unless otherwise noted as referring to
the relevant Section of the Agreement. Unless otherwise noted, capitalized
terms used herein shall have the meanings ascribed to them in the
Agreement.
ARTICLE II - ADDITIONAL AGREEMENTS
SECTION 2.01. Third Party Sales Force.
Notwithstanding the terms of Section 2.02 (d) of the Agreement
relating to the time at which the parties may employ a contract field
force, it is agreed that at any time after the China Commencement Date,
each party shall have the right to use the services of a contract sales
force to promote and detail Products in China, to assist such party in
satisfying its obligations hereunder or to discharge its promotion and
detailing obligations hereunder. In the event that either party grants
such rights, such party shall (i) exercise effective supervisory control
over the activities of said third party, and shall (ii) continue to be
responsible for the third party's performance consistent with the terms and
conditions of this Amendment and the Agreement.
SECTION 2.02. Detailing and Promotional Efforts.
(a) It is the intention of the parties that, during each Agreement
Year with respect to China, each of Warner-Lambert and Pfizer will devote
substantially equal efforts and internal resources to the marketing,
promotion and detailing of Products and the other activities contemplated
under the Agreement. The Marketing Plans developed for China under Section
4.01 of the Agreement shall reflect the foregoing. In accordance with
Section 2.02(b) of the Agreement, if one party is requested to devote its
resources in excess of its proportionate share, the sharing of the China
Co-Promotion Amount in accordance with Section 2.06 of this Amendment shall
take the unequal devotion of resources into account.
(b) During each Agreement Year with respect to China, each of Pfizer
and Warner-Lambert shall be responsible for performing a number of Details
equal to fifty percent (50%) of the Details designated for such Agreement
Year in the Marketing Plan then in effect; provided, however, that if one
party performs more than fifty (50%) of the Details, such efforts shall be
taken into account in computing the China Co-Promotion Amount to be shared
in accordance with Section 2.06 of this Amendment.
SECTION 2.03. Development of Products; Regulatory Approvals.
Notwithstanding the provisions of Section 2.04 of the Agreement, and
provided that Warner-Lambert has not elected to supply the Product in
accordance with Section 2.07 below, Pfizer shall exercise reasonable
efforts to obtain the Marketing Authorization and Price Approval in China
for a Product with a package insert that is materially equivalent to the
provisions of Exhibit C to the Agreement. With respect to China, Pfizer
shall have the same rights as are provided to Warner-Lambert under the
terms of Sections 2.04(b) and (c) of the Agreement, subject to conditions
equivalent to those contained therein.
SECTION 2.04. Pfizer Payments.
(a) For so long as Pfizer shall enjoy co-promotion rights in China
under Section 2.01 of the Agreement, and subject the terms of Section
14.04(b) of the Agreement, Pfizer shall be responsible for fifty percent
(50%) of all China Product Expenses and fifty percent (50%) of all
Distribution Expenses for China. Pfizer shall pay its share of China
Product Expenses in accordance with the terms set forth in Section 2.06 of
this Amendment.
(b) For each Agreement Year with respect to China, and separately
calculated for China based in part on Warner-Lambert's notification to
Pfizer of Warner-Lambert's share of China Product Expenses in accordance
with Section 2.06 of this Amendment, Pfizer shall pay to Warner-Lambert, an
amount equal to fifty percent (50%) of the China Co-Promotion Amount.
SECTION 2.05. Warner-Lambert Payments.
For so long as Pfizer shall enjoy co-promotion rights in China under
Section 2.01 of the Agreement, and subject the terms of Section 14.04(b) of
the Agreement, Warner-Lambert shall be responsible for fifty percent (50%)
of all China Product Expenses and fifty percent (50%) of all Distribution
Expenses for China. Warner-Lambert shall pay its share of China Product
Expenses and Distribution Expenses for China in accordance with the terms
set forth in Section 2.06 of this Amendment.
SECTION 2.06. Payments; Payment Reports.
(a) Notwithstanding the provisions of Section 3.03 of the Agreement,
Pfizer shall make payments to Warner-Lambert arising under Section 2.04 of
this Amendment on a quarterly basis as follows: for each Agreement Quarter
relating to China, Pfizer shall pay Warner-Lambert its share of the China
Co-Promotion Amount pursuant to the procedures set forth in subsections
(b), (c) and (d) of this Section 2.06.
(b) Warner-Lambert shall, within thirty (30) days of (i) the end of
each Agreement Quarter with respect to China, or (ii) in the event that the
Agreement is terminated with respect to China pursuant to Section 14.03,
such termination date, notify Pfizer in writing of the total amount of
China Product Expenses incurred by Warner-Lambert during such Agreement
Quarter or shorter period.
(c) Provided Warner-Lambert has complied with Section 2.06(b) of this
Amendment, Pfizer shall, for each Agreement Quarter in each Agreement Year
relating to China (except for any Agreement Quarter that is the last
Agreement Quarter with respect to China), within forty-five (45) days of
the receipt of Warner-Lambert's notice under Section 2.06(b) of this
Amendment, or, with respect to the last Agreement Quarter in each Agreement
Year, within ninety (90) days of such receipt, notify Warner-Lambert of the
calculation of the total amount of China Product Expenses, Distribution
Expenses for China and Net Sales for China for such Agreement Quarter, the
amounts paid or accrued by each of Warner-Lambert or Pfizer, and the
amounts, if any, payable to each of Pfizer and Warner-Lambert in accordance
with Sections 2.04, 2.05 and 2.06(a) of this Amendment.
(d) Any amount payable by either party with respect to China pursuant
to the notification under Section 2.06(c) of this Amendment shall be offset
against any amounts due such party and the net amount shall be paid by
Pfizer or Warner-Lambert, as the case may be, within ten (10) business days
after notification by Pfizer pursuant to Section 2.06(c).
SECTION 2.07. Manufacturing Authorization; Samples.
(a) It is the intention of the parties that during the Term of this
Agreement Pfizer shall (i) continue to Package the Product from Bulk
supplied by Warner-Lambert, shall (ii) continue to account for and book the
sales of the Product in China (except to the extent the parties otherwise
agree pursuant to Section 2.11 of this Amendment), and (iii)
notwithstanding the fact that Pfizer shall continue to so Package the
Product and account for and book sales of the Product in China, that the
basic economic relationship and legal obligations with respect to co-
promotion of the Products, as amended hereby, that are established under
the Agreement shall apply in China. Notwithstanding the foregoing,
however, it is agreed that within one (1) year from the date of Election
("Supply Election Term"), Warner-Lambert shall have the right, but not the
obligation, to assume responsibility for the supply of Products within
China and obtain the Manufacturing Authorization and all other necessary
related Governmental or Regulatory Approvals.
In the event that Warner-Lambert elects to assume responsibility for
the manufacture and sale of Products within China, the Agreement shall be
revised accordingly and the parties shall enter into such other appropriate
definitive agreements to effectuate the foregoing intention in accordance
with the basic economic relationships established in the Agreement and the
Laws of China.
In the event of expiration of the Supply Election Term or if Warner-
Lambert notifies Pfizer of its intention not to exercise the right to
supply Product as described herein (which it shall do as soon as
practicable but in any event not later than six (6) months from the
Election date), Pfizer shall automatically continue to Package and account
for the sales of the Products, subject to the other provisions of this
Agreement, for the Term of the Agreement.
(b) Until Warner-Lambert exercises its rights as contemplated in
subparagraph (a) above, if at all, Pfizer's Affiliate in China, Pfizer
Pharmaceuticals Limited ("Pfizer Dalian") shall have the exclusive right to
Package the Products based upon the purchase of Bulk from Warner-Lambert in
compliance with the Manufacturing Authorization, Articles III and V of the
International License Agreement and this Amendment, subject to Section 2.15
hereof.
(c) Until Warner-Lambert exercises its rights as contemplated in
subparagraph (a) above, if at all, Pfizer Dalian shall, during each
Agreement Year relating to China during which Pfizer Dalian Packages the
Products, provide Warner-Lambert with such quantities of Samples consistent
with the applicable Marketing Plan for China and the provisions of the
Agreement to meet Warner-Lambert's reasonable requirements for use in
accordance with the then current Marketing Plan.
(d) The cost per Sample distributed in each Agreement Quarter for
China shall be calculated as twelve percent (12%) of the quotient of (i)
Net Sales for China in such Agreement Quarter over (ii) the total number of
pills of Product sold to unaffiliated third parties in China in such
Agreement Quarter.
(e) Until Warner-Lambert exercises its rights as contemplated in
subparagraph (a) above, if at all, within thirty (30) days after the end of
the Term of the Agreement as it relates to China (or, if earlier, the
termination of Pfizer's co-promotion rights for China), Pfizer and Pfizer
Dalian shall return, or otherwise dispose of in accordance with
instructions from Warner-Lambert, all remaining Samples produced by Pfizer
or Pfizer Dalian for China, if any, and will provide Warner-Lambert with a
certified statement that all remaining Samples have been returned or
otherwise properly disposed of and that Pfizer and Pfizer Dalian are no
longer in possession or control of any such Samples in any form or fashion.
In addition to the reimbursements provided for under Section 14.06(b) of
the Agreement, Warner-Lambert shall reimburse Pfizer in respect of purchase
of Bulk and Packaging costs relating to such Samples.
(f) Until Warner-Lambert exercises its rights as contemplated in
subparagraph (a) above, if at all, Pfizer shall have rights with respect to
orders and terms of sale in China equivalent to the rights of Warner-
Lambert under Section 9.01 of the Agreement.
(g) If Warner-Lambert exercises its rights as contemplated in
subparagraph (a) above, at Warner-Lambert's option, Pfizer either shall
continue customer sales of existing inventories of Products or shall sell
such existing inventories back to Warner-Lambert at cost.
SECTION 2.08. Communication with Regulatory Authorities.
Warner-Lambert shall grant, pursuant to Section 8.01 of the Agreement,
Pfizer the right to correspond or communicate with Governmental and
Regulatory Authorities in China concerning the Products and Atorvastatin
and to take reasonable actions concerning any authorization or permission
under which Products are sold or with respect to any application for the
same; provided, however, that, unless the Law prohibits, Pfizer shall
provide drafts of any such written correspondence or communications to
Warner-Lambert for review prior to submission to such authorities.
SECTION 2.09. Filings with Governmental or Regulatory Authorities.
Notwithstanding the provisions of Section 8.02 of the Agreement,
Pfizer shall have authority and responsibility to maintain and seek
revisions of the conditions of the Marketing Authorization for the Products
in China; provided any such revisions are not inconsistent with the
decisions of the parties as determined in accordance with Section 4.01 of
the Agreement. Pfizer shall provide Warner-Lambert for its prior review
and approval, copies of all submissions to Governmental or Regulatory
Authorities in China that are intended to revise the conditions of the
Marketing Authorization, Price Approval or Manufacturing Authorization or
change or modify the label or labeling for, or the indications of,
Atorvastatin or any of the Products.
SECTION 2.10. Labeling and Promotional Materials.
Notwithstanding the provisions of Section 8.03 of the Agreement,
Pfizer shall have authority and responsibility to seek and/or obtain any
necessary Governmental or Regulatory Authority approvals of any label,
labeling, package inserts, Product monographs and Packaging, on
Promotional Materials used in connection with the Products, and for
determining whether the same requires Governmental or Regulatory Authority
approval; provided, however, that no such labels, labeling, package
inserts, Product monographs and packaging, and Promotional Materials may
used or distributed by Pfizer unless the same shall be approved in advance
by the China Country Marketing Team and, for the purposes of determining
compliance with applicable laws, Warner-Lambert, pursuant to Warner-
Lambert's internal procedures.
SECTION 2.11. Joint Sales Company
The parties shall determine whether to establish a joint sales
company or other legal entity within and/or outside of China to accomplish
the terms and conditions of this Amendment, including with respect to the
sharing of the China Co-Promotion Amount under Section 2.06 of this
Amendment. If permitted under the Laws of China, such company or other
legal entities would have the sole right to (i) receive, accept and fill
orders of Products in China, (ii) control invoicing, order processing and
collection of accounts receivable for Product sales, and (iii) record
Product sales in its books of account. The parties agree to consider and
negotiate the proposals herein within six (6) months from the date of the
Election by Warner-Lambert and to prepare a joint recommendation together
with plans for the implementation of the project ( "Joint Recommendation").
In the event that, notwithstanding good faith negotiations and the
preparation of the Joint Recommendation, a party believes that it is
commercially unreasonable to implement the Joint Recommendation, then it
shall document the basis therefor (the "Objections") and the final decision
whether to implement the Joint Recommendation shall be conclusively decided
by the Global Business Subcommittee within thirty (30) days from the date
of receipt of the Joint Recommendation and the Objections. The decision of
the Global Business Subcommittee shall be binding upon each of the parties.
SECTION 2.12. Misdirected Orders.
If, either Pfizer or Warner-Lambert, for any reason, receives orders
for Products in China, each shall forward such orders to the company or
entity established in accordance with Section 2.11 of this Amendment (or to
Pfizer, if applicable) as soon as practicable.
SECTION 2.13. Product Returns
Returned Products in China shall be sent to Pfizer, on terms and
conditions equivalent to those provided for in Section 9.03 of the
Agreement. If a company or entity is established in accordance with
Section 2.11 of this Amendment, the parties shall agree upon the handling
of any quantities of Products which are returned to Pfizer or Warner-
Lambert in China.
SECTION 2.14. Supply.
Until Warner-Lambert exercises its rights as contemplated in Section
2.07(a), if at all, Pfizer shall use reasonable efforts to supply Products
(both for trade purposes and Samples) for China during the Term of this
Agreement as it relates to China in a consistent fashion and in sufficient
quantities to meet the forecasted amounts of Products in accordance with
the then current Marketing Plan. With respect to the foregoing, Pfizer
shall maintain inventory of Products for China equal to three (3) months
requirements (based on the then current Marketing Plan), so long as Warner-
Lambert supplies adequate quantities of Bulk for such purposes. The
provisions of Section 9.06 of the Agreement shall apply to China with
respect to Warner-Lambert's obligations to supply Bulk to enable Pfizer to
supply orders for Products on a timely basis.
SECTION 2.15. Pfizer Manufacturing.
Warner-Lambert shall have the right to visit and audit the facilities
of Pfizer Dalian during the Term of the Agreement on the same terms as are
provided in Section 5.04 of the International License Agreement. Pfizer
Dalian shall be responsible for filing all submissions or other
correspondence with the applicable Governmental or Regulatory Authorities
for China to obtain the Manufacturing Authorization, provided, however,
that Warner-Lambert shall have the right to review such submissions or
correspondence prior to filing.
SECTION 2.16. Failure of Supply
In the event that for any reason, including Force Majeure, Pfizer
shall be unable to supply on a timely basis orders for Product in China,
Warner-Lambert shall have the right to supply fully finished imported
Product to customers in China to the extent necessary, during the period in
which Pfizer is unable to so supply, to fill such orders that Pfizer is
unable to fill.
SECTION 2.17. Pfizer Covenant.
Pfizer hereby covenants and agrees that any Products to be distributed
in China during the Term of the Agreement as it relates to China which
Products have been Packaged in China will, at the time of shipment by or
on behalf of Pfizer, not be misbranded or adulterated under the terms of
applicable Laws as a result of actions or omissions of Pfizer.
SECTION 2.18. Other Agreements.
(a) Until such time, if at all, as Warner-Lambert exercises its
rights under Section 2.07(a) to manufacture and sell the Products in China,
Section 8.07 of the Agreement shall not apply to China, provided that
Pfizer shall obtain Warner-Lambert's prior written approval before carrying
out any recall, market withdrawal or other corrective action related to the
Products.
(b) Notwithstanding the terms of Section 8.04 of the Agreement,
Pfizer shall have the right to handle complaints with respect to the
Products in China.
(c) The provisions of Section 4.01(a) - (c) and (d)(ii) - (v) of the
International License Agreement shall apply to the supply of Bulk by
Warner-Lambert to Pfizer during effectiveness of this Amendment.
(d) With respect to activity in or affecting China, Pfizer and
Warner-Lambert shall each indemnify, defend and hold harmless the other as
provided in and subject to the terms of Sections 4.03 and 4.04 of the
International Collaboration Agreement dated June 28, 1996 between Warner-
Lambert Company and Pfizer Inc.
SECTION 2.19. Financial Records.
Pfizer shall keep such records of Net Sales, China Product Expenses
and Distribution Expenses for China, and Warner-Lambert shall keep such
records of China Product Expenses, in each case as are necessary to
determine accurately under United States generally accepted accounting
principles the China Co-Promotion Amount and the sums due to Pfizer and
Warner-Lambert under this Amendment.
The parties shall deduct from any payments required under this
Amendment those taxes which each of them may be required by the Laws to
withhold and pay, if at all, and each party shall promptly submit to the
other evidence of such payments. The parties agree to furnish each other
with such assistance as reasonably necessary to enable the parties to claim
corresponding tax exemptions or tax credits, as the case may be.
SECTION 2.20. Term.
The Agreement with respect to China shall expire on the last day of
Agreement Year Five. With respect to China, all references in the
Agreement to "Agreement Year Ten" shall mean Agreement Year Five.
SECTION 2.21. Termination of Co-Promotion Rights.
(a) Warner-Lambert shall have the right to terminate the Agreement
with respect to China pursuant to Section 14.02(b) at any time during the
Term of the Agreement as it relates to China, notwithstanding the
provisions of Section 14.02(b)(iii) of the Agreement. In the event that
Warner-Lambert exercises its right to terminate Pfizer's co-promotion
rights with respect to China pursuant to Section 14.02(b) of the Agreement,
Warner-Lambert shall pay to Pfizer (in lieu of the amount described in
Section 14.04(b) of the Agreement), for each Agreement Year for China which
would have been remaining had Warner-Lambert not exercised its right to
terminate, an amount equal to seventy-five (75%) of the difference between
(a) the China Co-Promotion Amount for such Agreement Year and (b) one-half
(1/2) of the total China Product Expenses for such Agreement Year. In
computing the amounts payable to Pfizer in accordance with the foregoing,
it shall be assumed that Pfizer shall have no obligation to actually pay or
incur any China Product Expenses after Pfizer's co-promotion rights are
terminated under Section 14.02(b). It is understood that payments for each
such remaining Agreement Year with respect to China shall be based on the
actual Net Sales for China and China Product Expenses, in each case for
such Agreement Year as provided in the Agreement. It is agreed that the
last three sentences of Section 14.04(b) of the Agreement shall apply in
the event that Warner-Lambert exercises its aforedescribed rights in this
Section 2.21.
(b) In the event that Warner-Lambert exercises its right to terminate
the Agreement with respect to China pursuant to Section 14.02(b) of the
Agreement and makes the payments as described above, Warner-Lambert shall,
in addition, continue to make the payments to Pfizer pursuant to Section
7.02 of the International License Agreement, as amended by the
International License Amendment in Section 2.11.
ARTICLE III - MISCELLANEOUS
SECTION 3.01. No Other Amendments; Confirmation. Except as expressly
amended, waived, modified and supplemented hereby, the provisions of the
Agreement, as amended to date, 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.
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/ Mohand Sidi Said
-------------------------- ------------------------------
Name: Paul V. Breen Name: Mohand Sidi Said
Title: Managing Director Title: Vice President