pf17591936-ex4_1.htm


    EXHIBIT 4.1


     

    EIGHTH SUPPLEMENTAL INDENTURE,
dated as of October 30, 2009 (this “Eighth Supplemental
Indenture”), between WYETH, a Delaware corporation
(as successor to American Home Products Corporation) (the “Issuer”), Pfizer Inc., a
Delaware corporation (“Pfizer”) and THE BANK OF NEW YORK MELLON (as successor to JPMORGAN CHASE BANK), a
banking corporation duly organized and existing under the laws of the State of
New York, as trustee (the “Trustee”).

     

    W
I T N E S S E T H

     

    WHEREAS, the Issuer and the
Trustee have duly executed and delivered an Indenture, dated as of
April 10, 1992 (as amended on October 13, 1992, the “Indenture”), providing for the
authentication, issuance, delivery and administration of unsecured debentures,
notes or other evidences of indebtedness to be issued in one or more series by
the Issuer (the “Securities”);

     

    WHEREAS,
the Issuer is a wholly-owned subsidiary of Pfizer;

     

    WHEREAS,
the Board of Directors of Pfizer has determined it to be in the best interest of
Pfizer to guarantee all of Issuer’s payment obligations under the Securities and
the Indenture;

     

    WHEREAS,
Issuer desires to execute and deliver this Eighth Supplemental Indenture in
order to amend certain terms of the Indenture (collectively, the “Proposed
Amendments”);

     

    WHEREAS, Section 8.2 of the
Indenture expressly permits the Issuer and the Trustee to enter into one or more
supplemental indentures with the consent of the Holders of at least a majority
in aggregate principle amount of the then outstanding Securities of all Series
affected thereby (the “Required
Consent”);

     

    WHEREAS,
the Issuer has obtained the Required Consent;

     

    WHEREAS, for the purposes
hereinabove recited, and pursuant to due corporate action, the Issuer has duly
determined to execute and deliver to the Trustee this Eighth Supplemental
Indenture; and

     

    WHEREAS, all conditions and
requirements necessary to make this Eighth Supplemental Indenture a valid, legal
and binding instrument in accordance with its terms have been done and
performed, and the execution and delivery hereof have been in all respects duly
authorized;

     

    NOW, THEREFORE, in
consideration of the premises, the Issuer and the Trustee mutually covenant and
agree as follows:

     

    Section
1. Definitions.

     

      (a)  All
terms contained in this Eighth Supplemental Indenture shall, except as
specifically provided herein or except as the context may otherwise require,
have the meanings given to such terms in the Indenture.

     

    Section
2. Amendments.

     

    (a) Amendment to Section 1.1 of
the Indenture.  Section 1.1 (Certain Terms Defined) of the
Indenture is hereby amended by adding the following definitions:

    


    “Debt” of
any person means (a) all obligations of such person for borrowed money, or
evidenced by bonds, debentures, notes or other similar instruments (other than
any such obligations to the extent that (i) the liability of such person is
limited solely to the property or asset financed by such obligations or
(ii) such obligations result from the requirement to return collateral
posted to such person by a counterparty pursuant to one or more hedging
contracts or other similar risk management contracts) and (b) all Debt of
others guaranteed by such person.

    


    “Equity
Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a person, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any such equity
interests.

    


    “General
Subsidiary” means, with respect to any person, any corporation, partnership,
limited liability company or other business entity of which at least a majority
of the outstanding shares of Voting Stock is at the time directly or indirectly
owned or controlled by such person or one or more of the Subsidiaries of such
person.

    


    “Manufacturing
Facility” means property, plant and equipment used for actual manufacturing and
for activities directly related to manufacturing such as quality assurance,
engineering, maintenance, staging areas for work in process administration,
employees, eating and comfort facilities and manufacturing administration, and
excludes sales offices, research facilities and facilities used only for
warehousing, distribution or general administration.

    


    “Permitted
Liens” means:

    


    (a) Pfizer Liens existing on the date
hereof or Pfizer Liens existing on Manufacturing Facilities of any person at the
time it becomes a General Subsidiary of Pfizer;

    


    (b) Pfizer Liens existing on
Manufacturing Facilities when acquired, or incurred to finance the purchase
price, construction or improvement thereof;

    


    (c) any Pfizer Lien arising by reason of
deposits with, or the giving of any form of security to, any governmental agency
or any body created or approved by law or governmental
regulation;

    


    (d) Pfizer Liens securing Debt of a General
Subsidiary of Pfizer owed to Pfizer or another General Subsidiary of
Pfizer;

    


    (e) extensions, renewals or replacements in
whole or part of any Pfizer Lien referred to in clauses (a) through (d);
and

    


    (f) Pfizer Liens on any
Restricted Property not described in clauses (a) through (e) above securing
Debt that, together with (i) the aggregate amount of all other outstanding
Debt secured by all other Pfizer Liens on Restricted Property not described in
clauses (a) through (e) above and (ii) the aggregate amount of Value
in respect of all Pfizer Sale and Leaseback Transactions that would otherwise be
prohibited by Section 3.7 hereof, do not exceed 15% of Pfizer Consolidated Net
Tangible Assets measured as of the end of the most recent quarter for which
financial statements are available.

    


    “Pfizer”
shall mean Pfizer Inc., a Delaware corporation.

    


    “Pfizer
Consolidated Net Tangible Assets” means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting (1) all
current liabilities (excluding the amount of those which are by their terms
extendable or renewable at the option of the obligor to a date more than 12
months after the date as of which the amount is being determined) and
(2) all goodwill, tradenames, trademarks, patents, unamortized debt
discount and expense and other like intangible assets, all as set forth on the
most recent balance sheet of Pfizer and its consolidated subsidiaries and
determined in accordance with generally accepted accounting
principles.

    


    “Pfizer
Lien” means, with respect to any property of any person, any mortgage or deed of
trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property.

    


    “Pfizer
Sale and Leaseback Transaction” means any direct or indirect arrangement
relating to property now owned or hereafter acquired whereby Pfizer or a General
Subsidiary of Pfizer transfers such property to another person and Pfizer or a
General Subsidiary of Pfizer leases or rents it from such person (other than (1)
leases between Pfizer and a General Subsidiary of Pfizer or between General
Subsidiaries and (2) temporary leases for a term, including renewals at the
option of the lessee, of not more than three years).

    


    “Restricted
Property” means:

    


    (a) any Manufacturing Facility (or portion
thereof) owned or leased by Pfizer or any General Subsidiary of Pfizer and
located within the continental United States that, in the good faith opinion of
Pfizer’s Board of Directors (or a committee thereof), is of material importance
to Pfizer’s business taken as a whole, but no such Manufacturing Facility (or
portion thereof) shall be deemed of material importance if its gross book value
of property, plant and equipment (before deducting accumulated depreciation) is
less than 2% of Pfizer Consolidated Net Tangible Assets measured as of the end
of the most recent quarter for which financial statements are available,
or

    


    (b) any Equity Interests of any General
Subsidiary of Pfizer owning a Manufacturing Facility (or a portion thereof)
covered by clause (a).

    


    “Value”
means, with respect to a Pfizer Sale and Leaseback Transaction, an amount equal
to the present value of the lease payments with respect to the term of the lease
remaining on the date as of which the amount is being determined, without regard
to any renewal or extension options contained in the lease, discounted at the
weighted average interest rate of all series of Securities issued pursuant to
the Indenture and having the benefit of the covenants set forth in Sections 3.6
and 3.7 herein (including the effective interest rate of any original issue
discount Securities) which are outstanding on the date of such Pfizer Sale and
Leaseback Transaction.

    


    “Voting
Stock” means Equity Interests of any person having ordinary power to vote in the
election of members of the board of directors, managers, trustees or other
controlling persons, of such person (irrespective of whether, at the time,
Equity Interests of any other class or classes of such entity shall have or
might have voting power by reason of the happening of a
contingency).

     

    (b) Amendment to Section 3.5 of
the Indenture.  Section 3.5 (Written Statement to Trustee) of
the Indenture is hereby amended by (i) deleting “commencing March 31, 1993” and
(ii) inserting “on or before June 1 of each calendar year”.

     

    (c) Amendment to Section 3.6 of
the Indenture.  Section 3.6 (Limitation on Liens) of the
Indenture is hereby amended by adding the following text to the end
thereof:

    


    “(d)           Notwithstanding
the provisions of paragraphs (a), (b) and (c) of this Section 3.6, from and
after the earlier of (i) March 8, 2010, (ii) the termination of the 364-Day
Revolving Credit Loan Agreement, dated as of March 9, 2009 among Pfizer, the
lenders party thereto from time to time and Citibank, N.A. as administrative
agent (the “Pfizer Revolving Credit Facility”) and (iii) an amendment to the
Pfizer Revolving Credit Facility that would permit the effectiveness of the
following provision, paragraphs (a), (b) and (c) of this Section 3.6 shall be
null and void and the following provision shall become effective:

    


    (i) Pfizer shall not, and shall not
permit any General Subsidiary of Pfizer to, create, assume or suffer to exist
any Pfizer Lien (an “Initial Lien”), other than Permitted Liens, on any
Restricted Property to secure any Debt of Pfizer or any General Subsidiary of
Pfizer unless it has made or will make effective provision whereby the
Securities and the Pfizer Guarantee of any other series of Securities issued
pursuant to the Indenture and having the benefit of this covenant, will be
secured by such Lien equally and ratably with (or prior to) all other Debt
secured by such Lien; provided that such Lien will be automatically released and
discharged upon the release and discharge of the applicable Initial
Lien.”

     

    (d) Amendment to Section 3.7 of
the Indenture.  Section 3.7 (Limitation on Sale and Lease-Back)
of the Indenture is hereby amended by adding the following text to the end
thereof:

    


    “(c)           Notwithstanding
the provisions of paragraphs (a) and (b) of this Section 3.7, from and after the
earlier of (i) March 8, 2010, (ii) the termination of the Pfizer Revolving
Credit Facility and (iii) an amendment to the Pfizer Revolving Credit Facility
that would permit the effectiveness of the following provision, paragraphs (a)
and (b) of this Section 3.7 shall be null and void and the following provision
shall become effective:

    


                          (i)
Pfizer shall not, and shall not permit any General Subsidiary of Pfizer to,
enter into any Pfizer Sale and Leaseback Transaction covering any Restricted
Property unless:

    


                                    (1)
pursuant to Section 3.6 herein, Pfizer would be entitled to incur Debt secured
by a Pfizer Lien on such Restricted Property in a principal amount equal to the
Value of such Pfizer Sale and Leaseback Transaction without equally and ratably
securing the Securities of any series issued pursuant to the Indenture and
having the benefit of this covenant; or

    


                                    (2)
Pfizer or any General Subsidiary of Pfizer, during the six months following the
effective date of the Pfizer Sale and Leaseback Transaction, applies an amount
equal to the Value of such Pfizer Sale and Leaseback Transaction to the
voluntary retirement of long-term Debt of Pfizer or any General Subsidiary of
Pfizer or to the acquisition of one or more Restricted Properties.”

     

    (e) Amendment to Section 3.8 of
the Indenture.  Section 3.8 (Luxembourg Publications) of the
Indenture is hereby deleted in its entirety and replaced with
“[RESERVED]”.

     

    (f) Amendment to Section 4.2 of
the Indenture.  Section 4.2 (Reports by the Issuer) of the
Indenture is hereby amended and replaced in its entirety by the following
text:

    


    “Section 4.2. Reports by Pfizer.
Pfizer or its successor shall file with the Trustee, within 15 days after Pfizer
or its successor is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports that Pfizer
or its successor may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to
Section 314 of the Trust Indenture Act of 1939.”

     

    (g) Amendment to Section 5.1(a)
of the Indenture.  Section 5.1(a) (Event of Default Defined;
Acceleration of Maturity; Waiver of Default) of the Indenture is hereby amended
by replacing “30 days” with “sixty (60) days.”

     

    (h) Amendment to Section 9.1 of
the Indenture.  Section 9.1 (Issuer May Consolidate, etc., on
Certain Terms) of the Indenture is hereby amended and replaced in its entirety
by the following text:

    


    “Section 9.1. Issuer May Consolidate,
etc., on Certain Terms

    


    (a) Notwithstanding anything to the
contrary set forth in this Indenture, from and after the receipt by the Trustee
of an unconditional and irrevocable guarantee of the prompt payment, when due,
of any amount owed to the holders of the Securities under this Indenture and any
other amounts due pursuant to this Indenture by Pfizer or any of its successors,
nothing in this Indenture or in any of the Securities or any supplemental
indenture shall be deemed to prohibit or in any way limit any transaction (or
conversion of legal status to a limited liability company) involving the Issuer,
including without limitation any consolidation, merger, sale or
conveyance.  At any time, Pfizer or any of its successors, may succeed
to and be substituted for the Issuer by supplemental indenture, with the same
effect as if it had been named herein as the Issuer, and the predecessor Issuer
shall thereupon be released from all obligations under the Indenture and under
the Securities.

    


    (b) Nothing contained in this Indenture
shall prevent any consolidation or merger of Pfizer with or into any other
person or persons (whether or not affiliated with Pfizer), or successive
consolidations or mergers in which Pfizer or its successor shall be a party or
parties, or shall prevent any conveyance or transfer of the properties and
assets of Pfizer as an entirety or substantially as an entirety to any other
person (whether or not affiliated with Pfizer) lawfully entitled to acquire the
same; provided, however, Pfizer covenants and agrees that upon any such
consolidation, merger, conveyance or transfer, the due and punctual performance
and observance of all of the covenants and conditions of the Pfizer Guarantee to
be performed by Pfizer and any obligations of Pfizer under this Indenture, shall
be expressly assumed by supplemental indenture, in form reasonably satisfactory
to the Trustee, executed and delivered to the Trustee by the person (if other
than Pfizer) formed by such consolidation, or into which Pfizer shall have been
merged, or by the person which shall have acquired such properties and
assets.

    


    Section
3. Guarantee.  Pfizer
hereby makes the guarantee contained in the form attached to Appendix A hereto
with respect to the obligations and liabilities of the Issuer under the
Securities and the Indenture. For the avoidance of doubt, Appendix A is
incorporated into this Supplemental Indenture in its entirety and forms a part
hereof.

    


    Section
4. Pfizer as a Party.
Pfizer hereby becomes a party to the Indenture solely with respect to its
obligations under (i) Sections 3.6, 3.7, 4.2 and 9.1 of the Indenture and (ii)
Section 3 of the Eighth Supplemental Indenture.

     

    Section
5. Amendments to
Securities.

     

      The
Securities are hereby deemed to be amended, mutatis mutandis, to correspond to
the amendments to the Indenture set forth in this Eighth Supplemental
Indenture.

     

    Section
6. Separability
Clause.

     

      In
case any provision in this Eighth Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

     

    Section
7. Miscellaneous.

     

    (a) Ratification of
Indenture.  The Indenture, as amended and supplemented by this
Eighth Supplemental Indenture, is in all respects ratified and confirmed, and
this Eighth Supplemental Indenture shall be deemed a part of the Indenture in
the manner and to the extent herein and therein provided.

     

    (b) GOVERNING
LAW.  THIS EIGHTH SUPPLEMENTAL INDENTURE, AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

     

    (c) Counterparts.  This
Eighth Supplemental Indenture may be executed in several counterparts, each of
which shall be an original, and all collectively but one and the same
instrument.

     

    (d) The
Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Eighth
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made solely by the Issuer.

     

    (e) Notice to the
Trustee.  Any notice, direction, request or demand by the
Issuer or any Holder of Securities or Coupons to or upon the Trustee shall be
deemed to have been sufficiently given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided in the
Indenture) addressed to The Bank of New York Mellon, 101 Barclay Street, 8W, New
York, New York 10286, Attention: Corporate Trust, Facsimile
212-815-5704.

     

    [Remainder
of Page Blank — Signature Pages Follow]

    


     

    
      
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental
Indenture to be executed as of the date first above written.

     

    
    

     

    
      	 	 WYETH, as
      Issuer
	 	 	 
	 	 By:	 /s/ Richard Passov
	 	 	 Name: Richard
      Passov
	 	 	 Title:   Vice
      President and Treasurer
	 	 	 
	 	 	 
	 	 PFIZER, as Guarantor and
      solely with respect to Sections 3.6, 3.7, 4.2 and 9.1 of the
      Indenture
	 	 	 
	 	 By:	 /s/ Richard
      Passov
	 	 	 Name: Richard
      Passov
	 	 	 Title:   Senior
      Vice President and Treasurer
	 	 	 
	 	 	 
	 	 THE BANK OF NEW YORK
      MELLON, as Trustee
	 	 	 
	 	 By:	 /s/ Francine Kincaid
	 	 	 Name: Francine
      Kincaid
	 	 	 Title:   Vice
      President


    

     

    [Signature Page to Eighth Supplemental
Indenture]

    
       

      
        
        

        
          

        

      

       

    

    
    

    
      APPENDIX
A

    

    FORM
OF GUARANTEE OF PFIZER INC.

     

    GUARANTEE,
dated as of October 30, 2009, by Pfizer Inc., a Delaware corporation (the “Guarantor”),
in respect of Wyeth, a Delaware corporation (together with its permitted
assigns, “Wyeth”).

     

    1.           Guarantee.  With
respect to the 6.700% Notes due 2011 (CUSIP No. 026609AM); 6.700% Notes due 2011
(CUSIP No. 026609AJ); 5.250% Notes due 2013 (CUSIP No. 983024AA); 5.500% Notes
due 2014 (CUSIP No. 983024AE); 5.500% Notes due 2016 (CUSIP No. 983024AJ);
5.450% Notes due 2017 (CUSIP No. 983024AM); 7.250% Notes due 2023 (CUSIP No.
026609AC); 6.450% Notes due 2024 (CUSIP No. 983024AF); 6.500% Notes due 2034
(CUSIP No. 983024AG); 6.000% Notes due 2036 (CUSIP No. 983024AL); and 5.950%
Notes due 2037 (CUSIP No. 983024AN) (collectively, the “Notes”),
all issued by Wyeth pursuant to an indenture dated April 10, 1992 (the “Indenture”), by and among Wyeth, as
successor to American Home Products Corporation, and The Bank of New York
Mellon, as successor to Manufacturers Hanover Trust Company, as trustee (“Trustee”),
the Guarantor unconditionally and irrevocably guarantees the prompt payment,
when due, of any amount owed to the holders of the Notes under the Indenture and
any other amounts due pursuant to the Indenture (the “Obligations”).

     

    2.           Nature of
Guarantee.  The Guarantor’s obligations hereunder shall not be
affected by any circumstance relating to the Obligations that might otherwise
constitute a legal or equitable discharge of or defense to the
Guarantor.  The Guarantor agrees that Trustee or the holders of the
Notes may resort to the Guarantor for payment of any of the Obligations whether
or not Trustee or the holders of the Notes shall have first proceeded against
Wyeth or any other obligor principally or secondarily obligated with respect to
the Obligations.  Trustee or the holders of the Notes shall not be
obligated to file any claim relating to the Obligations in the event that Wyeth
becomes subject to a bankruptcy, reorganization or similar proceeding, and the
failure of Trustee or the holders of the Notes to so file shall not affect the
Guarantor’s obligations hereunder.  In the event that any payment to
Trustee or the holders of the Notes in respect of the Obligations is rescinded
or must otherwise be returned for any reason whatsoever, the Guarantor shall
remain liable hereunder with respect to such Obligations as if such payment had
not been made.

     

    3.           Changes in Obligations, and
Agreements Relating thereto; Waiver of Certain Notices.  The
Guarantor agrees that Trustee or the holders of the Notes may at any time and
from time to time, either before or after the maturity thereof, without notice
to or further consent of the Guarantor, extend the time of payment of, or renew
all or any part of the Obligations, and may also make any agreement with Wyeth
for the extension, renewal, payment, compromise, discharge or release thereof,
in whole or in part, or for any modification of the terms thereof or of any
agreement between Trustee or the holders of the Notes and Wyeth, without in any
way impairing or affecting this Guarantee.  The Guarantor waives
notice of the acceptance of this Guarantee and of the Obligations, presentment,
demand for payment, notice of dishonor and protest.

     

    4.           Expenses.  The
Guarantor agrees to pay on demand all reasonable fees and out-of-pocket expenses
(including the reasonable fees and expenses of one firm of counsel representing
Trustee or the holders of the Notes) in any way relating to the enforcement or
protection of the rights of Trustee or the holders of the Notes hereunder,
provided that the Guarantor shall not be liable for any expenses of Trustee or
the holders of the Notes if no payment under this Guarantee is due.

     

    5.           Subrogation.  Upon
payment of the Obligations to Trustee or the holders of the Notes in full, the
Guarantor shall be subrogated to the rights of Trustee or the holders of the
Notes against Wyeth with respect to the Obligations, and Trustee or the holders
of the Notes agrees to take at the Guarantor’s expense such steps as the
Guarantor may reasonably request to implement such subrogation.

     

    6.           No Waiver; Cumulative
Rights.  No failure on the part of Trustee or the holders of
the Notes to exercise, and no delay in exercising, any right, remedy or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by Trustee or the holders of the Notes of any right, remedy or power
hereunder preclude any other or further exercise of any right, remedy or
power.  Each and every right, remedy and power hereby granted to
Trustee and the holders of the Notes or allowed it or them by law or in equity
or other agreement shall be cumulative and not exclusive of any other, and may
be exercised by Trustee or the holders of the Notes at any time or from time to
time.

     

    7.           Assignment.  Nothing
contained in this Guarantee shall prevent any consolidation or merger of
Guarantor with or into any other person (whether or not affiliated with the
Guarantor), or successive consolidations or mergers in which Guarantor or its
successor shall be a party or parties, or shall prevent any conveyance or
transfer of the properties and assets of Guarantor as an entirety or
substantially as an entirety to any other person (whether or not affiliated with
Guarantor) lawfully entitled to acquire the same; provided, however, that upon
any such consolidation, merger, conveyance or transfer, the due and punctual
performance and observance of all of the covenants and conditions of the
Guarantee to be performed by Guarantor, shall be expressly assumed, in form
reasonably satisfactory to the Trustee, executed and delivered to the Trustee by
the person (if other than the Guarantor) formed by such consolidation, or into
which Guarantor shall have been merged, or by the person which shall have
acquired such properties and assets.

     

    8.           Notices.  All
notices to or demands on the Guarantor shall be deemed effective when received,
shall be in writing and shall be delivered by hand or by registered mail (or
similar type mail), or by facsimile transmission promptly confirmed by
registered mail (or similar type mail), addressed to the Guarantor
at:

     

    
      	
               
      

            	
              Pfizer
      Inc.

            


    

    
      	
               
      

            	
              Director
      of Treasury Planning

            


    

    
      	
               
      

            	
              235
      East 42nd Street

            


    

    
      	
               
      

            	
              New
      York, New York 10017-5755

            


    

    
      	
               
      

            	
              Tel:  (212)-733-2342

            


    

    
      	
               
      

            	
              Fax:  (212) 573-1133

            


    

     

    
      	
               
      

            	
              with
      a copy to:

            


    

     

    
      	
               
      

            	
              Pfizer
      Inc.

            


    

    
      	
               
      

            	
              Chief
      Counsel- Corporate Governance

            


    

    
      	
               
      

            	
              235
      East 42nd Street

            


    

    
      	
               
      

            	
              New
      York, New York 10017-5755

            


    

    
      	
               
      

            	
              Tel:  (212)
      733-7513

            


    

    
      	
               
      

            	
              Fax:  (212) 573-1133

            


    

     

    or to
such other address or fax number as the Guarantor shall have notified Trustee in
a written notice delivered to Trustee at the address or facsimile number
specified in the indenture.

     

    9.           Continuing
Guarantee.  This Guarantee shall remain in full force and
effect and shall be binding on the Guarantor, its successors and assigns until
all of the Obligations have been satisfied in full.

     

    10.           Representations and
Warranties.  The Guarantor represents and warrants
that:  (i) this Guarantee has been duly executed and delivered by
the Guarantor and constitutes a valid and legally binding obligation of the
Guarantor enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and subject to
general principles of equity, (ii) no consent or approval of any person,
entity or governmental or regulatory authority, or of any securities exchange or
self-regulatory organization, was or is necessary in connection with this
Guarantee and (iii) the execution and delivery of this Guarantee by the
Guarantor and the performance by the Guarantor of its obligations hereunder do
not violate or conflict with any law applicable to it, any provision of its
constitutive documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual provision
binding on or affecting it or any of its assets, in any manner that could
reasonably be expected to impair its ability to perform its obligations
hereunder.

     

    11.           Governing Law, This
Guarantee shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of
laws.

     

    
       

      
        
          

        

      

       

    

    IN
WITNESS WHEREOF, this Guarantee has been duly executed and delivered by the
Guarantor as of the date first above written.

     

    
      	
            	
              PFIZER
      INC.

            
	 	 	 
	 	 	 
	 	 By:	 
	 	 	 Name:
    
	 	 	 Title: