Exhibit 4.3


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE
ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE
INDENTURE.


 


ZOETIS
INC.


 


5.400%
Senior Notes due 2025


 


	 	PRINCIPAL AMOUNT
	 	 
	No. 1	$ [●]


 


CUSIP: 98978V AU7

ISIN: US98978VAU70


 


Zoetis Inc., a Delaware corporation (herein called
the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[•], or such greater or lesser
amount set forth in the attached Schedule of Increases and Decreases in Global Note, on November 14, 2025 (the “Maturity
Date”) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from November 16,
2022 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid
or duly provided for semi-annually at the rate of 5.400% per annum, on May 14 and November 14 (each such date, an “Interest
Payment Date”), commencing May 14, 2023, until the principal hereof is paid or made available for payment.


 


Payment of Interest. The interest so payable,
and punctually paid or made available for payment, by 10:00 a.m. New York time, on any Interest Payment Date, will, as provided in
the Indenture (defined below), be paid, in immediately available funds, to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the fifteenth calendar day preceding such Interest Payment Date (the “Regular
Record Date”). Any such interest not punctually paid or duly provided for (“Defaulted Interest”)
will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, may be paid to the Person in
whose name this Note (or one or more predecessor securities) is registered at the close of business on a special record date (the “Special
Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent
with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.


 






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Place of Payment. Payment of principal,
premium, if any, and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of
the Company as may be designated for such purpose, in such currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that each installment of interest, premium, if any, and principal on
this Note may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located
in the United States of America.


 


Time of Payment. In any case where any Interest
Payment Date, the Maturity Date or any date fixed for redemption or repayment of the Notes shall not be a Business Day, then (notwithstanding
any other provision of the Indenture or this Note), payment of principal or interest, if any, need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, the Maturity Date or
the date so fixed for redemption or repayment, and no interest shall accrue in respect of the delay.


 


General. This Note is one of a duly authorized
issue of Securities of the Company, issued and to be issued in one or more series under an indenture (the “Base Indenture”),
dated as of January 28, 2013, between the Company and Deutsche Bank Trust Company Americas (herein called the “Trustee,”
which term includes any successor Trustee under the Indenture with respect to a series of which this Note is a part), as supplemented
by a Sixth Supplemental Indenture thereto, dated as of November 16, 2022 (the “Sixth Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), among the Company and the Trustee. Reference is hereby
made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.
In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control. This Note is one of a
duly authorized series of Securities designated as “5.400% Senior Notes due 2025” (collectively, the “Notes”),
initially limited in aggregate principal amount to $600,000,000.


 


Further Issuance. The Company may from time
to time, without the consent of the Holders of the Notes, issue additional Securities (the “Additional Securities”)
of this series having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Securities of
this series and the Notes will constitute a single series under the Indenture and all references to the Notes shall include the Additional
Securities unless the context otherwise requires; provided that no Event of Default with respect to the Notes shall have occurred and
be continuing; provided further that if any such Additional Securities are not fungible with the Notes for U.S. federal income tax purposes,
such Additional Securities shall have a separate CUSIP number and shall not constitute a single series with such Notes.


 






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Events of Default. If an Event of Default
with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.


 


Sinking Fund. The Notes are not subject
to any sinking fund.


 


Optional Redemption. The Notes will be redeemable
at any time or from time to time prior to the Applicable Par Call Date, at the option of the Company, in whole or in part, upon not less
than 10 nor more than 60 days’ prior notice, on any date prior to their Maturity Date at a redemption price, calculated pursuant
to the Indenture, which includes accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date and assuming the
Notes matured on the Applicable Par Call Date. In the case of any partial redemption, selection of the Notes for redemption will be made
by the Trustee in accordance with the applicable procedures of DTC, in the case of Notes represented by a global security, or by the Trustee
by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a global security. If any Note
is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof
to be redeemed; provided that the principal amount of any Note remaining outstanding after a redemption in part shall be $2,000 or a higher
integral multiple of $1,000. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon cancellation of this Note.


 


Repurchase upon a Change of Control Triggering
Event. Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, the Company shall be required to make
an offer to repurchase the Notes on the terms set forth in the Indenture.


 


Restrictive Covenants. The Indenture contains
certain covenants that, among other things, limit the ability of the Company and its Subsidiaries to create liens or the ability of the
Company to consolidate, merge or sell, transfer or lease all or substantially all of its assets.


 


Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.


 


Modification and Waivers;
Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment
may be effected under the Indenture at any time by the Company, and the Trustee with the consent of the Holders of not less than a majority
in aggregate principal amount of the outstanding Notes of each series affected thereby. The Indenture also contains provisions permitting
the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding, on behalf of the Holders
of all outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in
the Indenture permit the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of individual
series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and
their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.


 






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No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place, and rate, and in the currency, herein prescribed.


 


No Recourse Against Others. No director,
officer, agent, employee, incorporator, stockholder, partner, member, or manager of the Company shall have any liability for any obligations
of the Company under any Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


 


Limitation on Suits. As set forth in, and
subject to, the provisions of the Indenture, no Holder of any Note will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to this series, the Holders of not less than 33% in principal amount of the outstanding Notes shall have made
written request, and offered indemnity satisfactory to the Trustee, to the Trustee to institute such proceedings as Trustee, and the Trustee
shall not have received from the Holders of a majority in principal amount of the outstanding Notes a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a
suit instituted by the Holder hereof for the enforcement of payment of the principal of or interest on this Note on or after the respective
due dates expressed herein.


 


Authorized Denominations. The Notes are
issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


Registration of Transfer or Exchange. As
provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in
the register of the Notes maintained by the Security Registrar upon surrender of this Note for registration of transfer, at the office
or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 


As provided in the Indenture and subject to certain
limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized
denominations, as requested by the Holders surrendering the same.


 






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No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.


 


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes
(except with respect to certain payments of Defaulted Interest), whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


Defined Terms. All terms used in this Note,
which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.


 


Governing Law. This Note shall be governed
by and construed in accordance with the laws of the State of New York.


 


Unless the certificate of authentication hereon
has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


 


[Remainder
of Page Intentionally Left Blank]


 






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In Witness
Whereof, the Company has caused this instrument to be duly executed.


 


Dated:


 


	 	ZOETIS INC.,
	 	as the Company
	 	 	 
	 	By:	 
	 	Name:	Wetteny Joseph
	 	Title:	Executive Vice President and Chief Financial Officer




 


	Attest:	 
	 	 
	By:	 	 
	Name:	 Heidi C. Chen	 
	Title:	 Executive Vice President, General	 
	 	Counsel and Corporate Secretary	 




 






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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes of the series designated
therein referred to in the within-mentioned Indenture, as such is supplemented by the within-mentioned Sixth Supplemental Indenture.


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	as Trustee
	 	 
	 	By:	           
	 	 
	 	Name:	 
	 	 
	 	Title:	 
	 	 
	 	Dated:	 




 






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ASSIGNMENT
FORM


 


I or we assign and transfer this Note to


 


	 
	 
	 
	(Print or type name, address and zip code of assignee or transferee)
	 
	 
	(Insert Social Security or other identifying number of assignee or transferee)


 


and irrevocably appoint as
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


	Dated:	Signed:
	 

                                                                      

	 	(Sign exactly as name appears on the other side of this Note)
	 	 
	Signature Guarantee:	 
		Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

	 	 
	Dated:	Signed:
	 

                                                          

	 	(Sign exactly as name appears on the other side of this Note)
	 	 
	Signature Guarantee:	 
		

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)


 






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[Attach to Global Note only]


 


SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE


 


Zoetis Inc.


 


5.400% Senior Notes due 2025


 


The initial principal amount of this Global Note is $[•]. The
following increases or decreases in this Global Note have been made:


 


	Date	Amount of 

decrease in

 Principal 

Amount of this

 Global Note	Amount of

 increase in 

Principal

 Amount of this 

Global Note	Principal

 Amount of this

 Global Note

 following such 

decrease or

 increase	Signature of 

authorized 

signatory of 

Trustee or Note 

Custodian
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






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