STOCK AND ASSET PURCHASE AGREEMENT
                                     BETWEEN
                                   PFIZER INC.
                                       AND
                            ENERGIZER HOLDINGS, INC.
                          DATED AS OF JANUARY 20, 2003



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                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
                                    ARTICLE I

                             DEFINITIONS AND TERMS
Section  1.1     Definitions                                                   1
Section  1.2     Other  Definitional  Provisions                              13

                                   ARTICLE II

                               PURCHASE AND SALE
Section 2.1      Purchase and Sale of Shares of the Conveyed Subsidiaries    14
Section  2.2     Purchase  and Sale of Assets of the Asset
                 Selling Corporations                                        14
Section  2.3     Consents                                                    16
Section  2.4     Excluded  Assets  of  the  Business                         18
Section  2.5     Assumption  of  Certain  Obligations  of  the  Business     19
Section  2.6     Retained  Liabilities  of  the  Business                    20
Section  2.7     Purchase  Price                                             21
Section  2.8     Purchase  Price  Adjustment                                 21
Section  2.9     Allocation  of  the  Aggregate  Purchase  Price             23

                                   ARTICLE III

                                    CLOSING
Section  3.1     Closing                                                    24

                                   ARTICLE IV

                             CONDITIONS TO CLOSING
Section  4.1     Conditions  to  the Obligations of Purchaser and Pfizer    24
Section  4.2     Conditions  to  the  Obligations  of  Purchaser            25
Section  4.3     Conditions  to  the  Obligations  of  Pfizer               25

                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF PFIZER
Section  5.1     Organization                                               26
Section  5.2     Authority;  Binding  Effect                                26
Section  5.3     Conveyed  Subsidiaries;  Capital  Structure                27
Section  5.4     Non-Contravention                                          28
Section  5.5     Governmental  Authorization                                28
Section  5.6     Financial  Information;  Books  and  Records               28
Section  5.7     Absence  of  Material  Changes                             29
Section  5.8     No  Litigation                                             29
Section  5.9     Compliance  with  Laws                                     29
Section  5.10     Product  Registrations;  Regulatory  Compliance           30
Section  5.11     Environmental  Matters                                    30
Section  5.12     Material  Contracts                                       31
Section  5.13     Intellectual  Property                                    33
Section  5.14     Real  Property                                            34
Section  5.15     Assets                                                    35
Section  5.16     Taxes                                                     36
Section  5.17     Employee  Benefits                                        37
Section  5.18     Brokers                                                   39
Section  5.19     Related  Party  Transactions                              39
Section  5.20     Labor  and  Employment Matters; Collective Bargaining.    40
Section  5.21     Employees  (non-US).                                      40
Section  5.22     Workers'  Compensation                                    40
Section  5.23     New  Products                                             41
Section  5.24     No  Undisclosed  Liabilities                              41

                                   ARTICLE VI

                  REPRESENTATIONS AND WARRANTIES OF PURCHASER
Section  6.1     Organization  and  Qualification                           41
Section  6.2     Corporate  Authorization                                   41
Section  6.3     Binding  Effect                                            41
Section  6.4     Non-Contravention                                          41
Section  6.5     Governmental  Authorization                                42
Section  6.6     Third  Party  Approvals                                    42
Section  6.7     Financial  Capability                                      42
Section  6.8     Securities  Act                                            42
Section  6.9     Condition  of  the  Business                               42
Section  6.10     Litigation                                                43
Section  6.11     Brokers                                                   43

                                   ARTICLE VII

                                   COVENANTS
Section  7.1     Information  and  Documents                                43
Section  7.2     Conduct  of  Business                                      43
Section  7.3     Best  Efforts;  Certain  Governmental  Matters             45
Section  7.4     Tax  Matters.                                              47
Section  7.5     Employees  and  Employee  Benefits                         53
Section  7.6     Certain  Dividends,  Etc                                   59
Section  7.7     Resignations;  Delivery  of  Surveys and Title Policies    59
Section  7.8     Bulk  Transfer  Laws                                       59
Section  7.9     Noncompetition                                             59
Section  7.10     Transitional  Services                                    61
Section  7.11     Transitional Intellectual  Property License Agreement     61
Section  7.12     Compliance  with  WARN,  Etc                              61
Section  7.13     Foreign  Implementing  Agreements                         61
Section  7.14     Litigation  Support                                       61
Section  7.15     Insurance                                                 62
Section  7.16     Trade  Notification;  Notification of Certain Matters;
                  Revised Schedules                                         62
Section  7.17     Products  Received  by  Asset  Selling  Corporations      62
Section  7.18     Audited  Financial  Statements                            63
Section  7.19     New  Products                                             63
Section  7.20     Intercompany  Debt                                        64
Section  7.21     Cash  and  Bank  Accounts                                 64

                                  ARTICLE VIII

                                INDEMNIFICATION
Section  8.1     Indemnification  by  Pfizer                               65
Section  8.2     Indemnification  by  Purchaser                            65
Section  8.3     Notice  of  Claims                                        66
Section  8.4     Third  Party  Claims                                      66
Section  8.5     Expiration                                                67
Section  8.6     Certain  Limitations                                      68
Section  8.7     Losses  Net  of  Insurance,  Etc                          68
Section  8.8     No  Consequential  Damages                                69
Section  8.9     Sole  Remedy/Waiver                                       69
Section  8.10     Procedures  for  Remedial  Actions                       69
Section  8.11     Limitation  on  Remedial  Action  Obligations            71
Section  8.12     Limitation  on  Indemnification  for  Non-Compliance
                  with  Environmental  Laws                                72

                                   ARTICLE IX

                                  TERMINATION
Section  9.1     Termination                                               72
Section  9.2     Effect  of  Termination                                   73

                                    ARTICLE X

                                 MISCELLANEOUS
Section  10.1     Notices                                                  73
Section  10.2     Amendment;  Waiver                                       74
Section  10.3     Assignment                                               75
Section  10.4     Entire  Agreement                                        75
Section  10.5     Fulfillment  of  Obligations;  Cooperation               75
Section  10.6     Parties  in  Interest                                    76
Section  10.7     Public  Disclosure;  Confidentiality                     76
Section  10.8     Return  of  Information                                  76
Section  10.9     Expenses                                                 76
Section  10.10     Schedules                                               77
Section  10.11     Governing  Law;  Jurisdiction                           77
Section  10.12     Counterparts                                            77
Section  10.13     Headings                                                77
Section  10.14     Severability                                            77

SCHEDULES
1.1(A)     Asset  Selling  Corporations
1.1(B)     Conveyed  Subsidiaries
1.1(C)     Excepted  Employees
1.1(D)     Facilities
1.1(E)     Knowledge  of  Pfizer
1.1(F)     Stock  Selling  Corporations
2.2(a)     Leased  Real  Property  of  Asset  Selling  Corporations
2.2(n)     Domain  Names
2.2(q)     Other  Assets
2.4(a)(ix)     Excluded  Assets
2.9     Allocation  of  the  Aggregate  Purchase  Price
4.2(b)     Written  Consents
5.2(d)     Ownership  Chart
5.3(b)     Capital  Structure
5.3(c)     Subsidiaries  of  Conveyed  Subsidiaries
5.4     Non-Contravention
5.5     Consents  and  Approvals  of  Governmental  Authorities
5.6(a)     Financial  Statements:  Exceptions
5.6(b)     Financial  Statements:  Deferred  Taxes
5.6(c)     Interim  Financial  Statements;  Receivables  and  Inventory
5.7     Absence  of  Material  Changes
5.8     Litigation
5.9     Compliance  with  Laws
5.10     Product  Registrations;  Regulatory  Compliance
5.11     Environmental  Matters
5.12     Material  Contracts
5.13(a)     Intellectual  Property
5.13(c)     Trademark,  Patent  and  Know-how
<PAGE>
 Licenses  and  Agreements
5.13(d)     Unauthorized  Use  Of  Intellectual  Property
5.13(f)     Intellectual  Property  Opposition  Proceedings
5.14(a)     Owned  and  Leased  Real  Property of Asset Selling Corporations and
Conveyed  Companies
5.14(d)     Claims  and  Encroachments  on  Real  Property
5.14(e)     Exceptions  to  Real  Estate  Operating  Conditions
5.15(a)     Assets:  Exceptions  to  Title
5.15(b)     Affiliates  of  Pfizer  Engaged  in  the  Business
5.15(c)     Leases  of  Personal  Property
5.16     Taxes
5.17     Employee  Benefit  Plans  and  Foreign  Plans
5.17(i)     Post-Retirement  and  Post-Termination  Benefits
5.17(j)     Employee  Payments  and  Compensation
5.17(k)     Claims  Against  Plans  and  Foreign  Plans
5.19     Related  Party  Transactions
5.20     Labor  and  Employment  Matters;  Collective  Bargaining
5.21     Employees  (non-US):  Location  and  Employer
5.22     Workers'  Compensation
5.23     New  Products
6.5     Purchaser  Consents  and  Approvals
6.6     Purchaser  Third-Party  Approvals
7.2     Conduct  of  Business
7.5(a)     Employee  Benefits  (US)
7.5(a)(i)     Employee  Severance  Program  (US)
7.5(a)(ii)     Employees  (US)
7.5(a)(iii)     Purchaser  Employee  Benefit  Plans
7.5(b)(ii)     Purchaser  Qualified  Plans
7.5(f)     Employees  (non-US)
7.5(i)     Individuals  Covered  Under  the  ESP
7.19(a)     Capital  Expenditures  Amounts
7.19(b)     Media  Slot  Purchases
7.19(d)     Inventory  for  "Intuition"

EXHIBITS
EXHIBIT  A     List of instruments and documents provided by Seller Corporations
to  Purchaser
EXHIBIT  B     List of instruments and documents provided by Purchaser to Seller
Corporations
EXHIBIT  C     Form  of  Transitional  Services  Agreement
EXHIBIT  D     Form  of  Transitional  Intellectual  Property License Agreement
EXHIBIT  E     Pfizer  Employee  Separation  Plan
EXHIBIT  F     Release  Agreement  (Individual  Termination)
EXHIBIT  G     Release  Agreement  (Group  Termination)
EXHIBIT  H     Letter  Agreement  (Net  Economic  Benefit  or  Loss)

<PAGE>




                       STOCK AND ASSET PURCHASE AGREEMENT
     This  Stock and Asset Purchase Agreement is made and entered into as of the
20th  day  of  January,  2003  between  Pfizer  Inc.,  a  Delaware  corporation
("Pfizer"),  and Energizer Holdings, Inc., a Missouri corporation ("Purchaser").
                                                                    ---------
                              W I T N E S S E T H:
                              -------------------
     WHEREAS,  Pfizer  through  certain  of  its  Subsidiaries is engaged in the
Business  (as  defined  below);
WHEREAS,  Pfizer  is the direct or indirect owner of controlling stock interests
in  the  Stock  Selling Corporations (as defined below) and of controlling stock
interests  in  the  Asset  Selling  Corporations  (as  defined  below);
WHEREAS,  the Stock Selling Corporations are the record and beneficial owners of
all  of  the  issued  and  outstanding  shares  of capital stock of the Conveyed
Subsidiaries  (as  defined  below);
WHEREAS,  the  Asset  Selling  Corporations own the Purchased Assets (as defined
below);  and
WHEREAS,  the parties hereto desire that, at the Closing, Pfizer shall cause the
Stock  Selling Corporations to sell and transfer to Purchaser (or its designee),
and  Purchaser  (or  its  designee)  shall  purchase  from  the  Stock  Selling
Corporations,  all  of the issued and outstanding shares of capital stock of the
Conveyed  Subsidiaries  (the "Shares"), and Pfizer shall cause the Asset Selling
                              ------
Corporations  to sell and transfer to Purchaser (or its designee), and Purchaser
(or its designee) shall purchase from the Asset Selling Corporations, all of the
Purchased  Assets  and assume all of the Assumed Liabilities (as defined below),
upon  the  terms  and  conditions  set  forth  herein.
NOW,  THEREFORE,  in  consideration  of  the  foregoing and the representations,
warranties,  covenants and agreements contained herein, the parties hereby agree
as  follows:
ARTICLE  I

DEFINITIONS  AND  TERMS
Section  1.1     Definitions.  As  used  in  this Agreement, the following terms
                 -----------
shall  have  the  meanings  set  forth  or  as  referenced  below:
     "ABO"  shall  mean  the  Accumulated  Benefit Obligation (as defined in the
      ---
Statement  of  Financial  Accounting  Standard  Number  87) calculated using the
assumptions  (including the discount rate assumption) reflected by Pfizer in the
development  of this figure for purposes of its most recent financial disclosure
concerning  the  applicable  Plan  or  Foreign  Plan.
     "Affected Employee" shall mean an Employee (i) who shall accept an offer of
      -----------------
employment  or  offer  of continuation of employment by Purchaser on or prior to
the  Closing  Date  and work for Purchaser or any of its Affiliates for at least
one day; (ii) whose employment, as a matter of Law, automatically continues with
Purchaser  or  an  Affiliate  of  Purchaser;  or  (iii)  whose  initial offer of
employment  by  Purchaser  requires a relocation which is rejected, resulting in
termination  of employment, whether or not such Employee worked for Purchaser or
any  of  its  Affiliates for at least one day.  For purposes of this definition,
the  term  "Employee"  includes  an  Employee  whose  compensation is subject to
            --------
individual approval by the Pfizer Leadership Team, acting in its capacity as the
Employee  Compensation  and  Management  Development  Committee.
     "Affiliate"  shall  mean,  with  respect  to  any  Person, any other person
      ---------
directly or indirectly controlling, controlled by, or under common control with,
such  Person  at  any  time  during  the  period  for which the determination of
affiliation  is  being  made.
     "Aggregate  Purchase  Price"  shall  have  the meaning set forth in Section
      --------------------------
2.7(b).
     "Agreement"  shall  mean  this  Agreement,  as  the  same may be amended or
      ---------
supplemented  from  time  to  time  in  accordance  with  the  terms  hereof.
     "Allocation"  shall  have  the  meaning  set  forth  in  Section  2.9.
      ----------
     "Applicable  Remedial  Action Standard" shall have the meaning set forth in
      -------------------------------------
Section  8.11.
     "Asset  Purchase Price" shall have the meaning set forth in Section 2.7(b).
      ---------------------
     "Asset  Selling  Corporations" shall mean those entities listed on Schedule
      ----------------------------                                      --------
1.1(A).
 -----
     "Assumed  Contracts"  shall  have  the meaning set forth in Section 2.2(d).
      ------------------
     "Assumed  Liabilities"  shall  have  the  meaning set forth in Section 2.5.
      --------------------
     "Business"  shall  mean  the worldwide business of researching, developing,
      --------
manufacturing,  marketing,  distributing  and  selling  hair  removal, manicure,
toiletry  and  sword  products,  as  conducted  on  the  date  hereof by Pfizer.
     "Business  Day" shall mean any day other than a Saturday, a Sunday or a day
      -------------
on  which banks in New York City are authorized or obligated by law or executive
order  to  close.
     "Business Intellectual Property" shall mean all Intellectual Property owned
      ------------------------------
by  the  Asset  Selling  Corporations  which  relates primarily to the Business.
     "Business  Intercompany  Balances"  shall  mean  trade related Intercompany
      --------------------------------
Liabilities  and Intercompany Receivables where both the debtor and creditor are
Conveyed  Companies  or Asset Selling Corporations and the relevant Intercompany
Liability  or  Intercompany  Receivable  relates  to  the  Business.
     "Business  Unit"  shall  have  the  meaning  set  forth  in Section 2.3(b).
      --------------
     "Cash  Equivalents"  shall  mean  cash,  checks,  money  orders, marketable
      -----------------
securities, short-term instruments and other cash equivalents, funds in time and
demand  deposits or similar accounts, and any evidence of indebtedness issued or
guaranteed  by  any  Governmental  Authority,  including  checks deposited in or
through lockboxes, as well as compensating balances used to secure indebtedness.
     "Closing"  shall  mean the closing of the transactions contemplated by this
      -------
Agreement  pursuant  to  the  terms of this Agreement, including Section 7.3(e).
     "Closing  Date"  shall  have  the  meaning  set  forth  in  Section 3.1(a).
      -------------
     "Code"  shall mean the Internal Revenue Code of 1986, as amended, from time
      ----
to  time.
     "Collateral  Source"  shall  have  the  meaning  set  forth in Section 8.7.
      ------------------
     "Company  Intellectual Property" shall mean all Intellectual Property owned
      ------------------------------
by  any  of  the  Conveyed  Companies.
     "Competition  Laws"  shall  mean  statutes,  rules,  regulations,  orders,
      -----------------
decrees, administrative and judicial doctrines, and other Laws that are designed
      -
or  intended  to  prohibit,  restrict  or regulate actions having the purpose or
effect  of  monopolization,  lessening  of  competition  or  restraint of trade.
     "Competitive  Activity" shall have the meaning set forth in Section 7.9(a).
      ---------------------
     "Confidentiality  Agreement"  shall  mean  the  Confidentiality  Agreement
      --------------------------
between Morgan Stanley & Co. Incorporated (on behalf of Pfizer) and Purchaser or
an  Affiliate  of  Purchaser  relating  to  the  Business.
     "Consolidated  Tax  Returns"  shall  mean  any  Tax Returns with respect to
      --------------------------
Consolidated  Taxes.
     "Consolidated  Taxes"  shall  mean  all federal, state, provincial or local
      -------------------
Income  Taxes,  domestic  or  foreign, that are paid on a consolidated, unitary,
combined  or  similar basis with respect to Tax Returns that include one or more
Conveyed  Companies, on the one hand, and Pfizer or any of its Affiliates (other
than  the  Conveyed  Companies)  on  the  other.
     "Conveyed  Companies"  shall  mean  the  Conveyed  Subsidiaries  and  their
      -------------------
Subsidiaries.
      -
     "Conveyed  Subsidiaries"  shall  mean  those  entities  listed  on Schedule
      ----------------------                                            --------
1.1(B).
     "Delayed  Transfer  Deadline"  shall  mean,  with  respect  to a Right or a
      ---------------------------
Business  Unit,  the  date  fifteen (15) months after the Closing Date; provided
that  the  Purchaser  may,  at  its sole discretion, extend the Delayed Transfer
Deadline for up to five successive three-month periods by giving notice no later
that  5  days  prior  to  any  such  Delayed  Transfer  Deadline.
     "Disputed  Item"  shall  have  the  meaning  set  forth  in Section 2.8(b).
      --------------
     "Employee"  shall  mean  an  Employee  (non-US)  or  an  Employee  (US).
      --------
     "Employee  (non-US)"  shall mean any individual who, as of the Closing, (i)
      ------------------
shall  be  (or  in  the case of clause (ii)(C) below, is scheduled to become) an
employee  outside  the  United States of America of a Conveyed Company, an Asset
Selling  Corporation  or  another Affiliate of Pfizer who primarily performs (or
will,  on commencing work, primarily perform) services on behalf of the Business
other than an employee who primarily performs services on behalf of the Business
but  who  is on the payroll of a division of Pfizer other than the Business; and
(ii)  either  (A)  shall have been employed and at work on the Closing Date; (B)
shall  have  been absent on the Closing Date because of illness or on short-term
disability  (including  maternity  disability), workers' compensation, vacation,
parental  leave of absence, or other absence or leave of absence consistent with
the  Seller  Corporations'  policies,  practices and procedures in effect at the
time  such  absence  or  leave commenced; or (C) shall have received an offer of
employment  with  the  Business  with  a  Conveyed  Company,  an  Asset  Selling
Corporation  or  another Affiliate of Pfizer, in the ordinary course of business
on or prior to the Closing Date, but shall have not yet commenced work as of the
Closing  Date.  Notwithstanding the foregoing, each of the individuals listed on
Schedule  1.1(C)  shall  not  be  an  Employee  (non-US).
----------------
     "Employee  (US)" shall mean any individual who as of the Closing, (i) shall
      --------------
be  (or in the case of clause (ii)(C) below, is scheduled to become) an employee
in  the  United  States  of  America  of  a  Conveyed  Company, an Asset Selling
Corporation  or  another Affiliate of Pfizer who primarily performs (or will, on
commencing  work,  primarily  perform)  services on behalf of the Business other
than  an  employee who primarily performs services on behalf of the Business but
who  is on the payroll of a division of Pfizer other than the Business; and (ii)
either  (A)  shall have been employed and at work on the Closing Date; (B) shall
have  been  absent  on  the  Closing  Date  because of illness or on short- term
disability  (including  maternity  disability), workers' compensation, vacation,
parental  leave of absence, or other absence or leave of absence consistent with
the  Seller  Corporations'  policies,  practices and procedures in effect at the
time  such  absence  or  leave commenced; or (C) shall have received an offer of
employment  with  the  Business  with  a  Conveyed  Company,  an  Asset  Selling
Corporation  or  another Affiliate of Pfizer, in the ordinary course of business
on or prior to the Closing Date, but shall have not yet commenced work as of the
Closing  Date.  Notwithstanding the foregoing, each of the individuals listed on
Schedule  1.1(C)  shall  not  be  an  Employee  (US).
----------------
     "Environmental  Law"  shall  mean,  except  as  otherwise  provided in this
      ------------------
Agreement,  the Comprehensive Environmental Response, Compensation and Liability
Act  of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as
amended,  and  any  other  applicable federal, state, local or foreign Law as in
effect  between  June 19, 2000 and the Closing relating to or imposing liability
or standards of conduct concerning air emissions, water discharges, noise or the
Release  of  any  Hazardous  Substance  into  the  environment,  the generation,
handling,  treatment, storage, transport or disposal of any Hazardous Substance,
or  otherwise  concerning  pollution  or  protection  of  the  indoor or outdoor
environment,  occupational  health  and  safety  or  human  health to the extent
relating  to  exposure  to  Hazardous  Substances.
     "Environmental  Liability"  means all Liabilities and Losses resulting from
      ------------------------
(i) failure to comply with any requirement of Environmental Law; (ii) failure to
obtain  or  comply  with  any  required  Environmental  Permit; (iii) a Remedial
Action; (iv) harm or injury to any real property (other than a Facility), to any
person, to public health, or to natural resource (other than Remedial Action) as
a  result  of  exposure  to,  or  Release  of,  Hazardous  Substances.
     "Environmental  Permit" shall mean a permit, license, certificate, consent,
      ---------------------
approval  or  authorization  issued  by  a Governmental Authority pursuant to an
Environmental  Law.
     "Equipment"  shall  have  the  meaning  set  forth  in  Section  2.2(c).
      ---------
     "Equipment  Leases"  shall  have  the  meaning set forth in Section 2.2(c).
      -----------------
     "ERISA"  shall mean the Employee Retirement Income Security Act of 1974, as
      -----
amended.
     "ERISA  Affiliate"  shall  mean  any  trade  or  business,  whether  or not
      ----------------
incorporated,  that  together  with  the  Seller  Corporations would be deemed a
      --
"single  employer"  within  the  meaning  of  Section  4001(b)  of  ERISA.
     "Excluded  Assets"  shall  have  the  meaning  set forth in Section 2.4(a).
      ----------------
     "Excluded  Environmental Liabilities" shall mean the items set forth in (i)
      -----------------------------------
through  (vii) below, limited, if at all, to the dollar amounts and time periods
set  forth  in  Section  8.5  or  Section  8.6:
(i)     Environmental  Liabilities  resulting from Third Party Claims associated
with  or arising from all facilities other than (A) those owned or leased by the
Conveyed Companies as of the Closing Date, or (B) those constituting part of the
     Purchased  Assets  as  of  the  Closing  Date;
(ii)     Environmental  Liabilities  resulting  from  Third  Party  Claims  for
Remedial  Action, or from Remedial Action required by Environmental Law, arising
from Releases of Hazardous Substances at or from any Facility, to the extent the
Release  resulting in such Environmental Liability existed or had occurred prior
to  the  Closing,  (x)  with respect to all Facilities, except for the Solingen,
Germany  Facility,  to  the extent arising out of the operation of the Business,
and (y) with respect to the Solingen, Germany Facility, to the extent arising at
or  from  the  Facility  at  any  time  prior  to  Closing;
(iii)     Environmental  Liabilities  as  defined in clauses (i) and (ii) of the
definition  of  Environmental  Liability  that  result directly from the failure
prior  to  Closing  to  comply  with any requirement of Environmental Law or the
failure  prior  to  Closing  to obtain or comply with any required Environmental
Permit;
(iv)     Environmental  Liabilities  resulting from the off-site transportation,
storage,  disposal,  treatment or recycling of Hazardous Substances generated by
and  transported  off-site by or on behalf of the Business prior to the Closing;
(v)     Known  Milford  Issues;
(vi)     Except as provided in subparagraph (vii) of this definition of Excluded
Environmental  Liabilities,  Environmental Liabilities as defined in clause (iv)
of  the  definition of Environmental Liability resulting from Third Party Claims
arising  from  exposure to, or Releases of, Hazardous Substances occurring at or
from  a  Facility prior to Closing to the extent arising out of the operation of
the  Business;  and
(vii)     Environmental  Liabilities  resulting from Third Party Claims for harm
or  injury  to  natural  resources  (other  than  Remedial  Action) arising from
Releases  of  Hazardous  Substances at or from the Milford Facility prior to the
Closing.
     Notwithstanding  anything  to  the  contrary  set  forth in this Agreement,
capital and other costs or expenditures of environmental related compliance with
Environmental  Laws  in the ordinary course of operating the Business (including
closure and post closure expenditures) incurred after the Closing Date shall not
be  deemed  to  be  Excluded  Environmental  Liabilities.
     "Facilities"  shall  mean  the  manufacturing facilities listed on Schedule
      ----------                                                        --------
1.1(D).
   ---
     "Final Working Capital" shall have the meaning set forth in Section 2.8(c).
      ---------------------
     "Financial Statements" shall mean the financial data set forth on Schedules
      --------------------                                             ---------
5.6(a)  and  (b).
-----        ---
     "Foreign  Implementing  Agreements" shall mean the various agreements to be
      ---------------------------------
executed  by  the  Seller  Corporations  located outside of the United States of
America  after  the  date  of this Agreement for the purpose of implementing the
transfer  and  conveyance  on  the Closing Date, or as soon thereafter as can be
effected,  of  Purchased Assets, Assumed Liabilities and the Shares to Purchaser
or  the  designated  Affiliate  of Purchaser, as the case may be, by such Seller
Corporations.
     "Foreign  Plan"  shall mean each material pension, profit sharing, savings,
      -------------
retirement,  health,  life,  disability,  deferred  compensation,  incentive,
severance  and  fringe  benefit  plan,  program,  or  arrangement  maintained or
contributed  to  by  any  Seller  Corporation  for  the benefit of any Employees
(non-US),  other than plans, programs, or arrangements required to be maintained
or  contributed to by the Laws of the relevant jurisdiction and Plans maintained
for  the  benefit  of  Employees  (US).
     "GAAP" shall mean accounting principles and practices generally accepted in
      ----
the  United  States  of  America  consistently  applied  by  Pfizer.
     "Governmental Antitrust Entity" shall have the meaning set forth in Section
      -----------------------------
7.3(c).
     "Governmental  Authority"  shall mean any supranational, national, federal,
      -----------------------
state  or  local  judicial, legislative, executive, administrative or regulatory
authority.
     "Governmental  Authorizations"  shall  mean  all  licenses,  permits,
      ----------------------------
certificates  and  other  authorizations  and approvals required to carry on the
      -----
Business as conducted as of the date of this Agreement under the applicable Laws
of  any  Governmental  Authority.
     "Governmental  Order"  shall  mean  any  order,  writ, judgment, directive,
      -------------------
injunction,  decree,  stipulation, determination or award entered by or with any
Governmental  Authority.
     "Hazardous  Substances"  shall  mean  any  hazardous  substances within the
      ---------------------
meaning  of  Section  101(14)  of  the  Comprehensive  Environmental  Response,
Compensation  and  Liability  Act,  42  U.S.C.   9601 et seq., or any substance,
pollutant or contaminant that is regulated under any Environmental Law in effect
at  the  time  of  Closing including any asbestos, any petroleum, oil (including
crude  oil  or  any  fraction  thereof),  any  radioactive  material,  any
polychlorinated  biphenyls,  and  any  other  substance  that  may  give rise to
liability  under  any  Environmental  Law.
     "Hong  Kong  Intercompany  Debt"  shall mean the US$10,000,000 intercompany
      ------------------------------
loan  (including the related Intercompany Liability and Intercompany Receivable)
that  is  intended  to  be  due  and owing as of the Closing by Schick Guangzhou
Company  Limited  to  Warner-Lambert  Trading  Co.  Ltd.
     "HSR  Act"  shall  mean the Hart-Scott-Rodino Antitrust Improvements Act of
      --------
1976,  as  amended.
     "Income  Tax"  or  "Income Taxes" shall mean all Taxes based upon, measured
      -----------        ------------
by,  or  calculated  with  respect  to  (i)  gross or net income or gross or net
receipts or profits (including any capital gains, minimum Taxes and any Taxes on
items of tax preference, but not including sales, use, real or personal property
transfer  or  other  similar  Taxes);  (ii)  multiple bases (including corporate
franchise,  doing business or occupation Taxes) if one or more of the bases upon
which such Tax may be based upon, measured by, or calculated with respect to, is
described  in  clause  (i)  above;  and  (iii) withholding Taxes measured by, or
calculated  with  respect  to, any payments or distributions (other than wages).
     "Indebtedness"  of  any Person means (1) indebtedness for borrowed money of
      ------------
such person (including any long-term or short-term portions thereof) and (2) any
indebtedness  secured  by  the  assets  of,  or  guaranteed  by,  such Person or
evidenced  by  a  note, bond, letter of credit, indenture or similar instrument;
provided,  however,  that  Indebtedness  shall not be deemed to include accounts
payable  incurred  in  the  ordinary  course  of  business  or  intercompany
transactions.
     "Indemnified  Party"  shall  have  the meaning set forth in Section 8.3(a).
      ------------------
     "Indemnifying  Party"  shall  have the meaning set forth in Section 8.3(a).
      -------------------
     "Independent  Accountant"  shall  have  the  meaning  set  forth in Section
      -----------------------
2.8(c).
     "Information  Technology"  shall mean computer hardware, software, networks
      -----------------------
and/or  other  information  technology  used  in  the  Business.
     "Intellectual  Property"  shall  mean  (i)  Patent  Rights, (ii) Technology
      ----------------------
Rights,  (iii)  Trademark  Rights, (iv) copyrights (registered and unregistered)
and  registrations  or  applications  for  registration  of  copyrights  in  any
jurisdiction,  and  any  renewals  or  extensions  thereof, (v) rights in names,
likenesses,  images  and  other  attributes  of  individuals, (vi) confidential,
proprietary  and/or  trade  secret business and technical information, including
customer and vendor lists, (viii) software, including source, object and machine
code), software programs documentation and manuals used in connection therewith,
and  all related databases, and (viii) agreements pursuant to which any Conveyed
Company,  Seller  Corporation,  or  other  Affiliate  of  Pfizer has obtained or
granted  the  right  to  use  any  of  the  foregoing.
     "Intellectual  Property  Licenses"  shall  have  the  meaning  set forth in
      --------------------------------
Section  2.2(f).
     "Intercompany  Liabilities"  shall mean any Liability payable or owed by an
      -------------------------
Asset  Selling  Corporation  or a Conveyed Company to Pfizer or any Affiliate of
Pfizer  as  at  Closing.
     "Intercompany  Receivables"  shall mean any Liability payable or owed to an
      -------------------------
Asset  Selling  Corporation  or a Conveyed Company by Pfizer or any Affiliate of
Pfizer  as  at  Closing.
     "Interim  Period  Adjustments"  shall  mean  the adjustments to reflect (i)
      ----------------------------
consolidation  of  various  entities  comprising  the  Business,  (ii)  actual
in-transit  inventory  amounts  and  (iii)  audit  adjustments.
     "Inventories"  shall mean all inventory, including raw materials, packaging
      -----------
supplies,  work-in-process  or  finished  goods  owned  by  each of the Conveyed
Companies  or  Asset  Selling  Corporations  in  respect  of  the  Business.
     "IRS"  shall  mean  the  Internal  Revenue  Service of the United States of
      ---
America.
     "Key  European  Countries"  shall  mean  France,  Germany,  and  the United
      ------------------------
Kingdom.
     "Knowledge  of  Pfizer"  shall  mean  the  actual  knowledge  of any of the
      ---------------------
individuals  listed  on Schedule 1.1(E) and the knowledge that such person would
      -                 ---------------
reasonably be expected to have in the normal exercise of such person's duties in
the  ordinary  course  of  the  Business.
     "Known  Milford  Issues"  shall mean (i) Remedial Action required under the
      ----------------------
federal  Resource  Conservation and Recovery Act, 42 U.S.C.    6921-6939e due to
Releases occurring prior to the Closing; (ii) Remedial Action required under the
ongoing  actions  being conducted under the Connecticut Transfer Act, Conn. Gen.
Stat.    22a-134 et seq. due to Releases of Hazardous Substances occurring prior
                 -------
to  the  Closing;  and  (iii)  Remedial  Action  required  under the Connecticut
Transfer  Act  due  to  the  transactions  contemplated by this Agreement due to
Releases  of  Hazardous  Substances occurring prior to the Closing.  Further, in
conducting  Remedial  Action  pursuant  to  clauses  (i)  through  (iii)  above,
Environmental  Laws  shall  mean  those  Laws  applicable  to  and governing the
Remedial  Action  at  the  time  the  Remedial  Action is being conducted and as
necessary  to achieve completion of the Remedial Action pursuant to the terms of
Section  8.10(d)  of  this  Agreement.
     "Laws"  shall include any federal, state, foreign or local law, common law,
      ----
statute,  ordinance,  rule,  regulation,  code  or  Governmental  Order.
     "Leased  Real Property" shall have the meaning set forth in Section 2.2(a).
      ---------------------
     "Liabilities"  shall  mean  any and all debts, liabilities and obligations,
      -----------
whether  accrued  or fixed, known or unknown, absolute or contingent, matured or
unmatured  or  determined  or  determinable.
     "Liens" shall mean any lien, security interest, mortgage, charge or similar
      -----
encumbrance.
     "Loss"  or  "Losses"  shall  have  the meaning set forth in Section 8.1(a).
      ----        ------
     "Management  Agreement" shall have the meaning set forth in Section 2.3(b).
      ---------------------
     "Material Adverse Change" shall mean a change that is materially adverse to
      -----------------------
the business results, operations or financial condition of the Business taken as
a  whole,  but  shall  exclude  any  changes,  effects,  events,  circumstances,
occurrences  or  states  of  facts  (a)  that  are  generally  applicable in the
economies  of  the  United  States  of America, the European Union, Japan or any
other  country in which there are transferred assets or sales of products of the
Business in the international financial markets or in the securities, syndicated
loan,  credit or financial markets of the United States of America, the European
Union, Japan or any other country in which there are transferred assets or sales
of  products  of  the Business; (b) that arise out of or are attributable to the
acts  or  omissions  of,  or  circumstances  affecting,  Purchaser  and/or  its
Affiliates;  (c)  that  generally  affect  the  industries in which the Business
operates;  (d) that arise out of or are attributable to acts of terrorism or war
(whether or not threatened, pending or declared) other than acts of terrorism or
war  that  specifically and directly affect the assets necessary for the conduct
of the Business; (e) that relate to any failure by the Business to meet internal
projections  or  forecasts for any period (but not the underlying causes of such
failure);  or  (f)  that  arise  out  of  or  are  attributable  to  the  public
announcement  of  this  Agreement  or  the  transactions  contemplated  hereby.
     "Material  Adverse  Effect" shall mean an effect that is materially adverse
      -------------------------
to the business results, operations or financial condition of the Business taken
as  a  whole.
     "Material  Contracts"  shall have the meaning set forth in Section 5.12(a).
      -------------------
     "Patent  Rights"  means  all  rights  to  and  in  the  patents  and patent
      --------------
applications  identified  in  Schedule  5.13,  together  with  any  extensions,
      ---                     --------------
reexaminations  and  reissues  of  such patents, patents of addition, divisions,
      --
continuations,  continuations-in-part, and any subsequent filings in any country
claiming  priority  therefrom.
     "Permitted  Encumbrances"  shall  mean (i) all Liens approved in writing by
      -----------------------
Purchaser;  (ii)  statutory  Liens  arising  out  of operation of Law (including
mechanics',  materialmens',  carriers',  workmens', warehousemens', repairmens',
landlords'  or  other  like  Liens  and  security obligations) with respect to a
Liability  incurred  in the ordinary course of business which are not delinquent
and  which  are not reasonably likely to create a Material Adverse Effect; (iii)
such  Liens  and  other imperfections of title as do not materially detract from
the  value  or  impair  the  use  of  the  property subject thereto or make such
property  unmarketable;  (iv)  Liens  for Taxes not yet subject to penalties for
nonpayment  or  which  are being actively contested in good faith by appropriate
proceedings.
     "Person"  shall  mean  an  individual,  a  limited liability company, joint
      ------
venture,  a  corporation,  a partnership, an association, a trust, a division or
operating  group  of  any  of  the  foregoing  or  other entity or organization.
     "Pfizer" shall have the meaning set forth in the heading of this Agreement.
      ------
     "Pfizer  Corporate  Insurance  Program"  shall mean the worldwide insurance
      -------------------------------------
coverages provided by or through Pfizer to its Affiliates in respect of property
coverage and business interruption, marine cargo, general and product liability,
directors  and  officers  liability  and  crime.
     "Pfizer  Qualified  Plans"  shall  have  the  meaning  set forth in Section
      ------------------------
7.5(b)(i).
     "Plan"  shall mean any material employee benefit plan as defined in Section
      ----
3(3)  of  ERISA  and  any  other  material  written  plan, program, agreement or
arrangement,  whether  qualified  under  applicable  Law  or not, maintained (or
contributed  to  or  required to be contributed to) by any Seller Corporation or
any  ERISA  Affiliate,  for  the  benefit  of  any  Employee  (US).
     "Pre-Closing  Tax  Period"  shall  have  the  meaning  set forth in Section
      ------------------------
7.4(g)(iii)(A).
     "Proceeding"  shall  have  the  meaning  set  forth  in  Section  10.11(b).
      ----------
     "Product Claim" shall mean a written claim from a third party addressed to,
      -------------
and  received by, the Conveyed Companies or the Asset Selling Corporations prior
to  the Closing for money or other compensation (beyond the cost of a particular
product)  in  respect  of injury allegedly due and owing as a result of the use,
application,  malfunction or defect of a product of the Business irrespective of
the  legal  theory  of  liability  and  in  respect of which no lawsuit has been
commenced  prior  to  the  Closing.
     "Product  Registrations"  shall  have  the  meaning  set  forth  in Section
      ----------------------
5.10(a).
      -
     "Purchased  Assets"  shall  have  the  meaning set forth in Section 2.2, it
      -----------------
being understood that the Purchased Assets do not include the Excluded Assets or
the  Shares.
     "Purchaser"  shall  have  the  meaning  set  forth  in  the heading of this
      ---------
Agreement.
      -
     "Purchaser  Qualified  Plans"  shall  have the meaning set forth in Section
      ---------------------------
7.5(b)(ii).
     "Purchaser  Tax Act" shall have the meaning set forth in Section 7.4(g)(i).
      ------------------
     "Real  Property"  shall  have  the  meaning  set  forth in Section 5.14(a).
      --------------
     "Real  Property Leases" shall have the meaning set forth in Section 2.2(a).
      ---------------------
     "Release"  means  any  spilling,  leaking,  pumping,  pouring,  emitting,
      -------
emptying,  injecting,  depositing,  disposing, discharging, dispersal, escaping,
      --
dumping  or  leaching  into  the  environment,  including surface water, soil or
groundwater (including the abandonment or discarding of barrels, containers, and
other receptacles containing Hazardous Substances) or as otherwise defined under
Environmental  Laws.
     "Remedial  Action"  shall  mean  action required under Environmental Law to
      ----------------
clean  up  soil, surface water, groundwater or air in both the indoor or outdoor
environment  in  response  to  a  Release  of  Hazardous  Substances  including
associated  action taken to investigate, monitor, assess and evaluate the extent
and severity of any such Release; negotiations with Governmental Authorities and
other  third  parties  related  to  the above action taken to remediate any such
Release;  post-remediation  monitoring  of  any  such Release; negotiations with
Governmental  Authorities  and  other  third  parties relating to the above, and
preparation of all reports, studies, analyses or other documents relating to the
above.  "Remedial  Action"  also  shall refer to any judicial, administrative or
other  proceeding  relating  to  any of the above, including the negotiation and
execution  of  judicial  or  administrative  consent  decrees;  responding  to
information  requests and notices of violation by any Governmental Authority; or
defending  claims  brought  by  any  Governmental Authority or any other Person,
whether such claims are equitable or legal in nature, relating to the cleanup of
the  indoor  or  outdoor  environment,  including  air,  soil,  surface  water,
groundwater,  and sediments in response to a Release of Hazardous Substances and
associated  actions.  "Remedial  Action"  shall  not  include  (a)  the capital,
operation and maintenance costs incurred by Purchaser to continue to operate the
facilities,  fixtures  and  Equipment  which  as  of  the Closing Date are being
operated by any Asset Selling Corporation or Conveyed Company in compliance with
Environmental  Laws; or (b) the closure and post-closure expenditures related to
such  facilities,  fixtures  and  Equipment.
     "Required  Governmental  Report"  shall  mean any written notice, report or
      ------------------------------
other  filing by Purchaser that is necessary to comply with Environmental Law as
a  result  of  actions  taken  in the ordinary course of operating the Business;
provided,  however,  that  actions taken in the ordinary course of operating the
Business shall not include any investigation undertaken voluntarily by Purchaser
or  at  the  request of a third party that is not required by Environmental Law.
     "Resolution  Period"  shall  have  the meaning set forth in Section 2.8(c).
      ------------------
     "Retained  Liabilities"  shall  have  the meaning set forth in Section 2.6.
      ---------------------
     "Retirement  Plan"  shall  have the meaning set forth in Section 7.5(b)(i).
      ----------------
     "Rights"  shall  have  the  meaning  set  forth  in  Section  2.3(a).
      ------
     "Savings  Plan"  shall  have  the  meaning  set forth in Section 7.5(b)(i).
      -------------
     "Section  2.9(i)  Allocation"  shall  have the meaning set forth in Section
      --------------   ----------
2.9.
     "Section  2.9(ii)  Allocation"  shall have the meaning set forth in Section
      ---------------   ----------
2.9.
     "Securities  Act"  shall  mean  the  Securities  Act  of  1933, as amended.
      ---------------
     "Seller Corporations" shall mean Pfizer, the Stock Selling Corporations and
      -------------------
the  Asset  Selling  Corporations.
     "Seller's Business" shall mean any activities or business carried on at any
      -----------------
time  by  any  of  the  Conveyed  Companies  or  the  Seller Corporations or any
Affiliate  of  Pfizer  other  than  the  Business.
     "Shares"  shall  have  the  meaning  set  forth  in  the  recitals  hereto.
      ------
     "Share  Purchase Price" shall have the meaning set forth in Section 2.7(a).
      ---------------------
     "Stock  Selling  Corporations" shall mean those entities listed on Schedule
      ----------------------------                                      --------
1.1(F).
 -----
     "Straddle  Period"  shall  have the meaning set forth in Section 7.4(a)(i).
      ----------------
     "Subsidiary"  shall  mean  an entity as to which Pfizer or Purchaser or any
      ----------
other  relevant  entity,  as the case may be, owns directly or indirectly 50% or
more  of  the  voting  power or other similar interests.  Any Person which comes
within  this definition as of the date of this Agreement but thereafter fails to
meet  such  definition  shall  from  and  after  such time not be deemed to be a
Subsidiary  of Pfizer or Purchaser or any other relevant entity, as the case may
be.  Similarly,  any Person which does not come within such definition as of the
date of this Agreement but which thereafter meets such definition shall from and
after such time be deemed to be a Subsidiary of Pfizer or Purchaser or any other
relevant  entity,  as  the  case  may  be.
     "Tax"  or  "Taxes"  shall  mean  all  taxes, charges, duties, fees, levies,
      ---        -----
imposts  or  other assessments, including income, excise, property, sales, value
added,  profits,  license,  withholding  (with  respect  to  compensation  or
otherwise),  payroll,  employment,  net  worth,  capital gains, transfer, stamp,
social  security,  national  insurance,  environmental, occupation and franchise
taxes,  imposed  by  any  Governmental  Authority,  and  including any interest,
penalties  and  additions  attributable  thereto.
     "Tax  Claim"  shall  have  the  meaning  set  forth  in  Section  7.4(i).
      ----------
     "Tax  Return"  or "Tax Returns" shall mean any return, report, declaration,
      -----------       -----------
information  return,  statement  or other document filed or required to be filed
with  any  Governmental  Authority,  in  connection  with  the  determination,
assessment  or  collection of any Tax or the administration of any Laws relating
to  any  Tax.
     "Technology  Rights"  shall  mean  all  rights  in  (i) inventions, whether
      ------------------
patentable  or  nonpatentable,  whether  or not reduced to practice, and not yet
made the subject of a pending patent application or applications, (ii) ideas and
conceptions  of  potentially  patentable subject matter, including any invention
and/or  patent  disclosures, whether or not reduced to practice and not yet made
the  subject  of  a  patent  application, (iii) confidential, proprietary and/or
trade  secrets,  technical  information  and/or  know-how  (including any ideas,
formulas,  compositions,  inventions  and  conceptions  or  inventions  whether
patentable or nonpatentable, whether or not reduced to practice) (iv) technology
(including  know-how  and show-how), manufacturing and productions processes and
techniques,  service  and repair manuals, research and development, information,
drawings,  specifications,  designs,  plans,  proposals,  technical  data  and
copyrightable  works,  whether  secret or confidential or not, (v) all rights to
obtain  and  rights  to  apply  for  patents,  and  to  register  trademarks and
copyrights  and  (vi) all documents, information and records (including research
and  testing  notebooks,  memoranda,  and  designs)  in any accessible format or
medium  (including,  but  not  limited to, paper records, photographs, audio and
visual  tape  recordings,  computer  storage media and other information storage
media)  pertaining  to any of the foregoing, including patentable or potentially
patentable  subject  matter.
     "Third  Party  Claim"  shall  have the meaning set forth in Section 8.4(a).
      -------------------
     "Trademark  Rights"  shall  mean  registered  and  unregistered trademarks,
      -----------------
service  marks,  brand  names,  certification  marks,  trade  dress,  goodwill
associated  with  the  foregoing  and  registrations in any jurisdiction of, and
applications  in  any  jurisdiction  to  register,  the foregoing, including any
extension,  modification  or  renewal  of  any such registration or application.
     "Transitional  Intellectual  Property  License  Agreement"  shall  have the
      --------------------------------------------------------
meaning  set  forth  in  Section  7.11.
     "Transitional  Services  Agreement"  shall  have  the  meaning set forth in
      ---------------------------------
Section  7.10.
     "WARN"  shall mean the Worker Adjustment and Retraining Notification Act of
      ----
1988,  as  amended.
     "Working  Capital  of  the Business" shall mean the current assets less the
      ----------------------------------
current  liabilities  of  the  Business, determined in accordance with GAAP on a
basis consistent with the preparation of the Financial Statements, provided that
there  shall  be  excluded  from  such  determination  the  Excluded Assets, the
Retained  Liabilities,  and all short-term borrowings and all severances related
to  the transactions contemplated by this Agreement, and all transaction-related
expenses, and there shall be included in such determination (i) Cash Equivalents
to  the  extent  transferred  to  Purchaser  as provided in the parenthetical to
Section  2.4(a)(i)  (notwithstanding  that Cash Equivalents were excluded in the
preparation  of  the  Financial  Statements);  and (ii) accruals or reserves for
deferred  Taxes.  Only  Income  Taxes and Deferred Taxes related to the Conveyed
Subsidiaries are included in the calculation of Working Capital of the Business.
     "Working  Capital  Statement"  shall  have the meaning set forth in Section
      ---------------------------
2.8(a).
Section  1.2     Other  Definitional  Provisions.  (a)  The  words  "hereof",
                 -------------------------------
"herein",  "hereto"  and  "hereunder"  and words of similar import, when used in
this  Agreement,  shall  refer  to  this  Agreement  as  a  whole and not to any
particular  provision  of  this  Agreement.
(a)     The  terms  defined in the singular shall have a comparable meaning when
used  in  the  plural,  and  vice  versa.
(b)     The terms "dollars" and "$" shall mean United States of America dollars.
(c)     The  term  "including"  shall  mean  "including,  without  limitation."
(d)     When  a reference is made in this Agreement to an Article, a Section, an
Exhibit  or Schedule, such reference shall be to an Article of, a Section of, or
an  Exhibit  or  Schedule  to,  this  Agreement  unless  otherwise  indicated.
ARTICLE  II

PURCHASE  AND  SALE
Section  2.1     Purchase and Sale of Shares of the Conveyed Subsidiaries.  Upon
                 --------------------------------------------------------
the terms and subject to the conditions set forth herein, at the Closing, Pfizer
     shall  cause  the  Stock  Selling  Corporations  to  sell to Purchaser, and
Purchaser agrees to purchase from the Stock Selling Corporations, free and clear
of  all  Liens,  the  Shares.
Section  2.2     Purchase  and Sale of Assets of the Asset Selling Corporations.
                 --------------------------------------------------------------
Upon  the  terms and subject to the conditions set forth herein, at the Closing,
Pfizer  shall  cause  each Asset Selling Corporation to sell, convey, assign and
transfer  to  Purchaser,  and  Purchaser shall purchase, acquire and accept from
each  Asset  Selling  Corporation,  free  and  clear  of  all  Liens, other than
Permitted Encumbrances, all of such Asset Selling Corporation's right, title and
interest  in  the  assets,  properties  and  rights  owned or held by such Asset
Selling  Corporation  on  the  date hereof relating primarily to the Business or
acquired  by  such Asset Selling Corporation primarily for the Business prior to
the Closing (subject to any decreases or dispositions thereof as may occur prior
to  Closing  in the ordinary course of business, and not in violation of Section
7.2  hereof) (collectively, the "Purchased Assets").  The Purchased Assets shall
                                 ----------------
include  all assets, properties and rights reflected on the Financial Statements
(except  to  the  extent  disposed  of  or  decreased  in the ordinary course of
business  since  the  date  thereof) and, except as expressly provided otherwise
herein,  shall  include those certain assets, properties and rights described in
the  following  clauses  (a)  through  (q):
(a)     the  leasehold  interests, including any prepaid rent, security deposits
and  options  to renew or purchase in connection therewith, of the Asset Selling
Corporations  in  real  property  (the  "Leased  Real  Property"  and the leases
                                         ----------------------
relating  to such Leased Real Property, the "Real Property Leases") that are set
                                             --------------------
forth  on  Schedule  2.2(a);
           ----------------
(b)     the  Real  Property  owned by any of the Asset Selling Corporations that
are  set  forth  on  Schedule  5.14(a);
                     -----------------
(c)     the  furniture,  equipment,  machinery, supplies, vehicles, spare parts,
tools,  personal  property and other tangible property owned, leased or licensed
by  the  Asset  Selling  Corporations  and  primarily  used  by  the  Business
(collectively,  the  "Equipment" and leases relating to such Equipment so leased
                      ---------
by  the  Asset  Selling  Corporations,  the  "Equipment  Leases");
                                              -----------------
(d)     the  contracts,  licenses  (other  than Intellectual Property Licenses),
agreements and commitments relating solely to the Business (excluding contracts,
licenses,  agreements  and  commitments  relating  to  the Excluded Assets) (the
"Assumed  Contracts");
     --------------
(e)     the  Inventories of the Asset Selling Corporations, and Cash Equivalents
to  the  extent  not  transferred  to  Pfizer  or  one of its Affiliates and are
included  in the calculation of Working Capital of the Business in Section 2.8.;
(f)     all  rights  to the Intellectual Property owned, utilized or licensed by
the  Asset  Selling Corporations and used, or being developed for use, primarily
in  the  Business (the licenses relating to Intellectual Property so licensed by
any of the Asset Selling Corporations sometimes referred to as the "Intellectual
                                                                    ------------
Property  Licenses");  to  the  extent any Intellectual Property, other than the
------------------
"Pfizer" and "Warner Lambert" names and logos, is owned, utilized or licensed by
---
Pfizer  or  any  Affiliate  and  is  used,  or  being developed for use, for the
Business  and  is  used  by  one  or  more  other  businesses  of Pfizer and its
Affiliates  or  is  not  transferable  by  Pfizer  or  any  Affiliate, then such
Intellectual Property will be retained by Pfizer or one of its Affiliates and at
the Closing, Pfizer and/or its applicable Affiliate will, subject to Section 2.3
and  except  to  the extent Pfizer's rights to such Intellectual Property do not
allow  it  to  grant  such  license,  grant  to  Purchaser  and its Affiliates a
royalty-free license of such Intellectual Property exclusive to the field of the
Business;
(g)     Product  Registrations  (and  applications  therefor) owned, utilized or
licensed  by  the  Asset Selling Corporations relating primarily to the Business
and  to  the  extent  transferable;
(h)     transferable  Governmental  Authorizations,  including  Environmental
Permits,  owned, utilized or licensed (subject to the terms of such licenses) by
the  Asset  Selling  Corporations  relating  primarily  to  and  required in the
operation  of  the  Business  as  it  is  currently  conducted
(i)     (i)  the databases and software programs (including, source code, object
code,  machine  code,  firmware, and the like), and user manuals, documentation,
instruction  manuals, and the like, owned, used, leased by or licensed to any of
the Asset Selling Corporations, Conveyed Companies, and/or Conveyed Subsidiaries
and  used,  or  being developed for use, primarily in the Business to the extent
transferable;  and  (ii)  all  computer  hardware  used  solely in the Business;
(j)     all  customer  and  vendor lists to the extent relating primarily to the
Business,  and  all  files  and  documents (including credit information) to the
extent  relating  solely to customers and vendors of the Business, and all other
business  and  financial  records,  files,  books and documents (whether in hard
copy,  computer  format  or  any  other  storage  media)  to the extent relating
primarily  to  the  Business;
(k)     the  accounts  and  notes  receivable  of  the  Business;
(l)     the  goodwill  of  the  Business;
(m)      all  advertising,  marketing,  sales creative and promotional materials
relating  primarily  to  the  Business;
(n)     all  domain  names  set  forth  on  Schedule  2.2(n)  and  any  and  all
                                            ----------------
variations,  derivations,  extensions,  renewals  or  registrations  therefor
pertaining  to  the  Business;
(o)     all  warranties  and  all claims in respect of deposits, prepayments and
refunds and rights of set off against third parties that relate primarily to the
Purchased  Assets;
(p)     all  insurance policies, if any, with third parties (other than policies
under or pursuant to the Pfizer Corporate Insurance Program or shared with other
Pfizer entities) held in the name of the Asset Selling Corporations and relating
solely  to  the  Business  to  the  extent  assignable;  and
(q)     all  other  assets  set  forth  on  Schedule  2.2(q).
                                            ----------------
Section  2.3     Consents.   (a)  Subject  to  the  provisions of Section 4.2 of
                 --------
this  Agreement, any Real Property Lease, Equipment Lease, Intellectual Property
License,  Assumed Contract, agreement, lease, license or right which is included
in  the Purchased Assets (collectively, the "Rights") which is not assignable or
                                             ------
transferable  without  the  consent  of  any Person other than the Asset Selling
Corporations,  the  Conveyed Companies or any Subsidiary of Pfizer or Purchaser,
to  the extent that such consent shall not have been given prior to the Closing,
will,  at  Closing,  be assigned or transferred to Purchaser contingent upon the
receipt  of such consents.  Pfizer agrees promptly to request all such consents,
as  may  be  required, and to use commercially reasonable efforts to obtain such
consents  and to otherwise obtain satisfaction of conditions to such assignments
or transfers as soon as reasonably practicable after the date of this Agreement.
     Nothing  in  this  Agreement  shall be construed as an attempt to assign to
Purchaser  any  Rights  having  the  following  character:
(i)     any  lease,  license,  contract,  engagement  or  commitment which, as a
matter  of law or by the terms thereof, is not assignable without the consent of
the  other  party  or  parties  to  such lease, license, contract, engagement or
commitment,  unless  such  consents  shall  have  been  given;  or
(ii)     any  claim or demand thereunder as to which all of the remedies for the
enforcement  thereof enjoyed by the assignor would not, as a matter of law, pass
to  Purchaser  as  an incident of the transfers to be made under this Agreement.
Purchaser  and  each  of  the  Seller  Corporations  shall  have  the continuing
obligation  after the Closing to use commercially reasonable efforts to endeavor
to  obtain all necessary consents to the assignment of the Rights (provided that
neither  the  Seller  Corporations  nor any of their respective Subsidiaries nor
Purchaser  shall  be  required  to commence any litigation or offer or grant any
accommodation  (financial  or otherwise) to any third party) and, upon obtaining
the requisite third party consents thereto, such Rights shall be transferred and
assigned  to Purchaser hereunder.  Neither Purchaser nor the Seller Corporations
shall  be  under  any  obligation  to  obtain  consents to the assignment of any
insurance  policies other than to request the same and the provisions of Section
2.3(b)  shall  not  apply  to  insurance  policies.
(b)     With  respect  to  any Rights which are not assigned to Purchaser at the
Closing,  after  the Closing and until any requisite consent is obtained and the
foregoing assigned to Purchaser Pfizer and each of the Seller Corporations shall
     use commercially reasonable efforts to obtain for Purchaser an arrangement,
reasonably  acceptable  to  Purchaser,  designed  to  provide  for Purchaser the
benefits  thereof  in  some  other  manner,  provided,  that  none  of  Seller
                                             --------
Corporations,  Purchaser  nor  any of the Conveyed Companies or their respective
Affiliates shall be required to expend money without reimbursement, commence any
litigation  or  offer  or  grant  any  unreasonable  accommodation (financial or
otherwise)  to  any  third  party  in order to obtain such benefits.  Until such
Rights  are  assigned  to  Purchaser  with such consent, or the Delayed Transfer
Deadline, whichever is earlier, the applicable Seller Corporation shall hold the
Rights  in  trust  for  Purchaser.  Until  the  Delayed Transfer Deadline or the
effective  date of such assignment, whichever is earlier, in order that the full
value of the Rights may be realized for the benefit of Purchaser, the applicable
Seller  Corporation  will,  at  the  request  and  under  the  direction  of the
Purchaser,  in  the  name  of  the applicable Seller Corporation or otherwise as
Purchaser  shall  specify,  take  all such action and do or cause to be done all
such  lawful  things  as  shall  be  commercially  reasonable  in order that the
obligations  of the applicable Seller Corporation thereunder may be performed in
such  manner that the value of such Rights shall be preserved and shall inure to
the  benefit of Purchaser, and that the collection of any moneys due and payable
or  to  become  due  and  payable  to Purchaser in and under the Rights shall be
received  by  Purchaser; and the applicable Seller Corporation will promptly pay
over  to  Purchaser  all  moneys  collected  by or paid to the applicable Seller
Corporation  in  respect  of  every  such  Right.  In  addition, if transfers of
Conveyed  Companies or aggregate Purchased Assets in a particular country (each,
a  "Business  Unit")  cannot  be  obtained  as  of  Closing  because of required
    --------------
third-party  consents  (whether  in  respect  of Rights, Competition Laws or any
   -----
other  basis) that have not been obtained, Pfizer and Purchaser shall enter into
   -
management  agreements  reasonably acceptable to each party (each, a "Management
                                                                      ----------
Agreement")  pursuant  to which Pfizer shall operate such Business Units for the
 --------
benefit  of  Purchaser  and (to the extent permitted by law) at the direction of
Purchaser,  consistent  with  the  letter agreement attached as Exhibit H hereto
until  the  transfer  of  such  Business  Unit or the Delayed Transfer Deadline,
whichever  is  earlier.  Upon  the  occurrence of the Delayed Transfer Deadline,
Purchaser  and Pfizer shall negotiate in good faith to arrive at a valuation for
any  and  all  Rights  and  Business Units that have not been transferred, which
valuation  shall  take into account the significance of the Business Unit to the
overall  Business,  as conducted immediately prior to Closing.  If after 30 days
the  parties  have been unable to agree, each party shall nominate an investment
bank  and  the  two  investment  banks  shall,  within  15  days, select a third
investment  bank,  which  third  investment bank shall, within 45 days after its
selection, make a binding determination of the value of such Rights and Business
Units,  which  amount Pfizer shall promptly pay to Purchaser as an adjustment to
the  Purchase  Price.
(c)     Purchaser  acknowledges  that  certain  consents  to  the  transactions
contemplated  by  this  Agreement may be required from parties to the Rights and
that  such consents have not been and may not be obtained.  Provided that Pfizer
is  in  full compliance with the provisions of subsections (a) and (b) above and
has  satisfied  any  disclosure obligations under this Agreement with respect to
such  consents,  Purchaser  agrees  that no representation or warranty of Pfizer
contained  herein shall be breached or deemed breached, and, except as set forth
in  Section  4.2  of  this Agreement, no condition to Purchaser's obligations to
close  the  transactions  contemplated  by  this  Agreement  shall be deemed not
satisfied  as  a  result  of  the  failure  to  obtain  any  such  consent.
Section  2.4     Excluded  Assets  of  the  Business.   (a)  Notwithstanding any
                 -----------------------------------
provision  in  this  Agreement, Purchaser is not purchasing any of the following
(the  "Excluded  Assets"):
       ----------------
(i)     Cash  Equivalents  (except  to  the extent that Cash Equivalents are not
transferred  pursuant  to  Section  2.4(b)  or  7.21  and  are  reflected in the
calculation  of  the  Working  Capital of the Business pursuant to Section 2.8);
(ii)     All  Intercompany  Receivables,  other than amounts due and owing among
the  Conveyed  Companies  and  the  Asset Selling Corporations in respect of the
Business;
(iii)     With respect to the Asset Selling Corporations, all Tax losses and Tax
loss  carry  forwards  and  rights  to receive refunds, credits and credit carry
forwards  with  respect  to  any  and all Taxes, to the extent attributable to a
taxable  period  (or  portion  thereof)  ending on or prior to the Closing Date,
including  interest  thereon,  whether  or not the foregoing is derived from the
Business;
(iv)     the  corporate  books  and  records  of the Asset Selling Corporations;
(v)     all  current  and prior insurance policies (other than as referred to in
Sections  2.2(p)  and  7.15 of this Agreement) and all rights of any nature with
respect  thereto,  including  all insurance recoveries other than as provided in
Section  7.15;
(vi)     except as expressly set forth herein, all assets of any Plan or Foreign
Plan;
(vii)     the  "Pfizer"  and  "Warner  Lambert"  names  and  logos;
(viii)     all  legal  and  beneficial  interest  in  the  share capital, equity
interest  or  assets  not  related  primarily  to  the  Business;  and
(ix)     any  legal  or  beneficial  interest  in  the assets listed on Schedule
                                                                        --------
2.4(a)(ix),  notwithstanding  the fact that such assets are related primarily to
     -----
the  Business.
(b)     Pfizer  may  take  (or cause one or more of its Affiliates to take) such
action as is necessary or advisable to transfer effective as of the Closing Date
     the  Excluded  Assets  from  the  Conveyed  Companies and each of the Asset
Selling  Corporations  to  Pfizer  or  one  or  more  of its Affiliates for such
consideration  or  for  no  consideration,  as  may  be determined by the Seller
Corporations  in their sole discretion.  After the Closing Date, Purchaser shall
take  all actions (or shall cause its Affiliates to take all actions) reasonably
requested  by  the  Seller Corporations to effect the provisions of this Section
2.4,  including the return of any Excluded Assets.  Any action taken pursuant to
this  Section  2.4(b) after the Closing Date shall be deemed for the purposes of
Section  2.8  to have occurred on the Closing Date and shall be reflected in the
calculation of the Working Capital of the Business pursuant to Section 2.8 where
the  relevant  Excluded  Asset falls within the Working Capital of the Business.
Section  2.5     Assumption  of  Certain  Obligations of the Business.  Upon the
                 ----------------------------------------------------
terms  and  subject  to  the  conditions  of  this  Agreement, Purchaser agrees,
effective at the Closing, to assume and to satisfy and discharge all Liabilities
     of  the  Seller Corporations to the extent relating to the Purchased Assets
or  the  Business  and  to cause the Conveyed Companies to satisfy and discharge
their respective Liabilities, whether arising prior to or after the Closing, and
whether  accrued  or fixed, known or unknown, absolute or contingent, matured or
unmatured  or  determined or determinable as of the Closing Date, other than the
Retained  Liabilities  (all  of  the foregoing liabilities and obligations being
herein  collectively  called  the  "Assumed  Liabilities").  Assumed Liabilities
                                    --------------------
shall  include,  but  not  be  limited  to,  the  following:
(a)     all  lawsuits  commenced and claims made after the Closing to the extent
resulting from the conduct of the Business or the ownership of the Shares or the
     Purchased  Assets  prior  to  or  after the Closing, including lawsuits and
claims  relating  to  alleged  Intellectual  Property  infringement;
(b)     all  Liabilities  for Taxes to the extent accrued or reserved against in
the  Working  Capital  Statement;
(c)     all  Liabilities,  including  all lawsuits commenced and all claims made
prior  to  or  after the Closing, arising from the design, manufacture, testing,
marketing,  distribution  or  sale  of  any products of the Business prior to or
after  the Closing, including warranty obligations and irrespective of the legal
theory  asserted;
(d)     all  Liabilities to suppliers for materials and services relating to the
Business  ordered  in  the ordinary course of business prior to the Closing, but
scheduled  to  be  delivered  or  provided  thereafter,  and  all Liabilities to
customers  under purchase orders for products of the Business which have not yet
been  shipped  at  Closing;
(e)     all  Liabilities  arising  prior  to  or  after  the  Closing  under any
contracts,  agreements,  leases,  licenses  or  commitments that are assigned to
Purchaser  pursuant  to Section 2.1, 2.2 or 2.3 at or subsequent to the Closing;
(f)     all  Liabilities with respect to products of the Business returned prior
to  or  after  the  Closing  as  set  forth  in  Section  7.17;
(g)     all  Environmental  Liabilities,  whether  arising prior to or after the
Closing,  other  than  the  Excluded  Environmental  Liabilities;
(h)     all  Liabilities to Employees with respect to periods after the Closing,
except  as  otherwise  provided  in  this  Agreement;  and
(i)     all  other Liabilities arising prior to or after the Closing relating to
the  ownership  or  operation of the Purchased Assets or the Conveyed Companies.
Section  2.6     Retained  Liabilities  of  the  Business.  Notwithstanding  any
                 ----------------------------------------
provision  in  this  Agreement,  the  Seller  Corporations  shall  retain and be
responsible  only  for  the  following liabilities relating to the Business (the
"Retained  Liabilities"):
   -------------------
(a)     the  Excluded  Environmental  Liabilities;
(b)     Liabilities resulting from all lawsuits pending as of the Closing to the
extent  resulting  from the conduct of the Business by any Seller Corporation or
Conveyed Company prior to the Closing, or otherwise relating to the operation of
the  Business  or  the Seller's Business prior to Closing, including the pending
lawsuits  listed  on  Schedule  5.8;
                      -------------
(c)     Liabilities  for  which  any  Seller  Corporation  expressly  has
responsibility  pursuant  to  the  terms  of  this  Agreement;
(d)     Liabilities  exclusively  associated  with  the  Excluded  Assets;
(e)     Intercompany  Liabilities,  other  than  amounts due and owing among the
Conveyed  Companies  and  the  Asset  Selling  Corporations  in  respect  of the
Business;
(f)     Liabilities  or  obligations  to  former  employees  of  the  Seller
Corporations  and liabilities or obligations to Employees which accrued prior to
the Closing, except (i) as otherwise provided in this Agreement, (ii) as accrued
and  provided for on the Working Capital Statement, (iii) amounts at the Closing
applicable  to  the Wilkinson Sword GmbH Pension Plan that were reflected in the
Financial  Statements  for the year ended December 31, 2001, (iv) other employee
and  former  employee  accrued  liabilities  at the Closing that will not exceed
$2,000,000  that  was  reflected  in the Financial Statements for the year ended
December  31,  2001,  or  (v)  liabilities or obligations with respect to former
employees  or  Employees with respect to which assets are or will be transferred
pursuant  to  this  Agreement;
(g)     Liabilities  from Product Claims reported and pending as of the Closing,
including  the  pending  Product  Claims  listed  on  Schedule  5.8;
                                                      -------------
(h)     any  and  all  Liabilities  for  Taxes  related  to  the Business or the
Purchased  Assets for taxable periods prior to the Closing, except for (i) Taxes
attributable  to actions of Purchaser occurring after the Closing or (ii) to the
extent  reflected  or  reserved  against  in  the  Working  Capital  Statement;
(i)     any  and  all Liabilities, excluding Products Liabilities claims, of the
Conveyed  Companies  arising  prior  to  or after the Closing to the extent such
Liabilities  arise  from  acts  prior  to the Closing and are not related to, or
arise  out  of,  the  operation  of  the Business or the ownership or use of the
Purchased  Assets;
(j)     post-retirement  medical  insurance,  post-retirement life insurance and
any  other post-retirement benefits for former employees of the Business and for
Employees  who  would  otherwise be eligible for such benefits as of the Closing
(except  as  may  otherwise  be  required  by  Law);  and
(k)     any  and  all  Indebtedness  of  the  Business  existing  as of Closing,
including  any Indebtedness of any Conveyed Company or Asset Selling Corporation
other  than  Indebtedness  of a Conveyed Company to another Conveyed Company and
the  Hong  Kong  Debt.
Section  2.7     Purchase Price.  (a)  In consideration of the sale and transfer
                 --------------
of  the  Shares,  Purchaser agrees to purchase from Pfizer and the Stock Selling
Corporations  the Shares  and to assume the Assumed Liabilities for an aggregate
purchase  price  of  $582,162,000,  allocated  among  the Shares as described in
Schedule  2.9  (the  "Share  Purchase  Price").
     --------         ----------------------
(b)     In  consideration  of  the  sale  and  transfer of the Purchased Assets,
Purchaser  agrees  to purchase from each Asset Selling Corporation the Purchased
Assets  and  to  assume  and satisfy the Assumed Liabilities owned by such Asset
Selling  Corporation  for an aggregate purchase price of $347,838,000, allocated
among  the  Asset  Selling Corporations as described in Schedule 2.9 (the "Asset
                                                        ------------       -----
Purchase  Price"  and,  together  with  the Share Purchase Price, the "Aggregate
  -------------                                                        ---------
Purchase  Price").
  -------------
(c)     The Aggregate Purchase Price ($930,000,000) shall be paid in immediately
available  funds, by wire transfer in accordance with written instructions given
by  Pfizer to Purchaser not less than 2 Business Days prior to the Closing.  The
Aggregate  Purchase  Price  shall  be  subject  to  the adjustment provisions of
Section  2.8  and  shall  be  allocated  as  described  in  Section  2.9.
Section  2.8     Purchase  Price  Adjustment.  (a)  Within  90  days  after  the
                 ---------------------------
Closing  Date,  Pfizer  shall  deliver  to  Purchaser a statement of the Working
Capital  of  the  Business  as  of  the  Closing  Date  (the  "Working  Capital
                                                               ----------------
Statement").  The  Working  Capital Statement shall be unaudited and shall state
the  Working Capital of the Business excluding Cash Equivalents to the extent it
is  an  Excluded Asset as of the Closing Date, taking into account any transfers
made  pursuant  to Section 2.4(b) and the settlement of any Liabilities referred
to  in  Section  2.6(e)  after  the  Closing Date, which for the purposes of the
Working  Capital  Statement  shall be deemed to have been settled on the Closing
Date  at  the amount settled.  Purchaser shall provide Pfizer with access to the
books, records, and personnel of the Business to the extent reasonably necessary
     for  Pfizer  to  prepare  the Working Capital Statement.  Pfizer shall also
consult with Purchaser in connection with the preparation of the Working Capital
Statement  to  the  extent  reasonably  necessary to prepare the Working Capital
Statement.
(b)     During  the  period of 60 days following the receipt by Purchaser of the
Working  Capital  Statement,  Purchaser and its independent accountants shall be
permitted  to  review  the  supporting  workpapers  used  to prepare the Working
Capital  Statement  and  shall  have  access  to  personnel  of Pfizer as may be
reasonably  necessary  to  permit it to review in detail the manner in which the
relevant  statements  were  prepared.
(c)     Purchaser  may  dispute  the  amounts reflected on the line items of the
Working Capital Statement (a "Disputed Item"), but only (i) on the basis that an
                              -------------
entry  contained  on  such  Working  Capital  Statement  is  based  on  facts or
occurrences  arising solely between the date of the Financial Statements and the
date  of  the  Working Capital Statement; (ii) on the basis that a Disputed Item
does  not  reflect,  or  has  not  been  made  in  a manner consistent with, the
provisions  of  this Agreement; and (iii) to the extent the amount disputed with
respect  to  any one Disputed Item exceeds $50,000 with respect to an individual
item  or  series  of  related items and all such allowable Disputed Items exceed
$1,000,000 in the aggregate; provided, however, Purchaser shall notify Pfizer in
                             --------  -------
writing of each Disputed Item, and specify the amount thereof in dispute and the
basis  therefor,  within 60 days after receipt of the Working Capital Statement.
The  failure by Purchaser to provide a notice of Disputed Items to Pfizer within
such  60  day  period will constitute Purchaser's acceptance of all the items in
the  Working  Capital  Statement.
(d)     If  a  notice  of  Disputed  Items shall be timely delivered pursuant to
subclause  (b)  above,  Pfizer  and Purchaser shall, during the 30 Business Days
following the date of such delivery (the "Resolution Period"), negotiate in good
                                          -----------------
faith  to  resolve  the  Disputed  Items.  If, during such Resolution Period the
parties  are  unable  to  reach  agreement, Pfizer and Purchaser shall refer all
unresolved  Disputed  Items  to  Deloitte & Touche LLP, or any other independent
accounting  firm  as  Pfizer  and  Purchaser  shall  mutually  agree  upon  (the
"Independent  Accountant").  The  Independent  Accountant  shall  make  a
         ---------------
determination with respect to each unresolved Disputed Item within 15 days after
         ---
its  engagement  by  Pfizer  and Purchaser to resolve such Disputed Items, which
determination  shall  be  made  in  accordance  with the rules set forth in this
Section  2.8.  The Independent Accountant shall deliver to Pfizer and Purchaser,
within  such  15  day period, a report setting forth its adjustments, if any, to
the  Working Capital Statement and the calculations supporting such adjustments.
Such  report  shall be final, binding on the parties and conclusive.  Pfizer and
Purchaser  shall  each pay one-half of all the costs incurred in connection with
the  engagement  of  the Independent Accountant.  As used herein, "Final Working
                                                                   -------------
Capital" shall mean (i) if no notice of Disputed Items is delivered by Purchaser
  -----
within  the  period  provided  in  subclause  (b)  above, Working Capital of the
Business  as  shown  in  the Working Capital Statement as prepared by Pfizer; or
(ii)  if  such  a notice of Disputed Items is delivered by Purchaser, either (x)
Working Capital of the Business as agreed to in writing by Pfizer and Purchaser;
or  (y) Working Capital of the Business as shown in the Independent Accountant's
calculation  delivered  pursuant to this subclause (c).  The parties acknowledge
that  they  have  discussed  their  past  contacts, if any, with the Independent
Accountant,  and  that  neither  party  shall  have  the  right to object to the
Independent  Accountant's  service  in  such role by reason of non-disclosure of
past  contacts,  conflicts  of  interest,  or  any  other  reason.
(e)     If the Final Working Capital excluding Cash Equivalents to the extent it
is  an  Excluded  Asset is less than $132,500,000, then Pfizer, on behalf of the
Seller  Corporations, shall, within 10 days after the determination of the Final
Working  Capital,  pay  to  Purchaser, by wire transfer of immediately available
funds  in accordance with written instructions given to Pfizer by Purchaser, the
amount of such shortfall, together with interest on such amount from the Closing
Date  to the date of such payment at a rate equal to the 90-day London Interbank
Offered Rate prevailing at the Closing Date minus 1/8%, as determined by Pfizer.
If  the Final Working Capital is greater than $132,500,000 then Purchaser shall,
within  10  days  after  the  determination of the Final Working Capital, pay to
Pfizer,  by  wire  transfer  of  immediately  available funds in accordance with
written  instructions  given  by Pfizer to Purchaser, the amount of such excess,
together  with interest on such amount from the Closing Date to the date of such
payment  at  an  annual  rate  equal to the 90-day London Interbank Offered Rate
prevailing  at  the  Closing  Date  plus  0.2%,  as  determined  by  Pfizer.
Notwithstanding  the  foregoing,  Pfizer  agrees to make one or more installment
payments toward the payment provided for in this Section 2.8(d) at such times as
amounts  reflected  in  the  calculation  of the Working Capital of the Business
become fixed and are not Disputed Items and the non-Disputed Items are such that
a  payment would be due and owing to Purchaser pursuant to the first sentence of
this  subsection  (d).  Similarly,  Purchaser  agrees  to  make  one  or  more
installment  payments  toward the payment provided for in this Section 2.8(d) at
such times as amounts reflected in the calculation of the Working Capital of the
Business  become fixed and are not Disputed Items and the non-Disputed Items are
such  that  a  payment  would  be due and owing to Pfizer pursuant to the second
sentence of this subsection (d).  The final installment payment to be made after
the  determination  of  Final  Working  Capital  shall  take  into  account  all
previously-made  installment  payments.
Section  2.9     Allocation  of the Aggregate Purchase Price.  Pfizer, on behalf
                 -------------------------------------------
of  itself  and  the  Seller  Corporations, and Purchaser (i) have agreed to the
allocation  of  the Aggregate Purchase Price among the Conveyed Subsidiaries and
the Asset Selling Corporations as set forth in Schedule 2.9 (the "Section 2.9(i)
                                               ------------       --------------
     Allocation")  and  (ii)  shall  agree  as set forth below on the allocation
     ----------
among  the  Purchased Assets sold by each Asset Selling Corporation of the Asset
Purchase  Price  allocable  to  such  Asset  Selling Corporation as set forth in
Schedule  2.9  (the  "Section 2.9(ii) Allocation" and, together with the Section
     --------         --------------------------
2.9(i)  Allocation,  the  "Allocation").  Each of the Seller Corporations on the
                           ----------
one  hand  and  Purchaser  on the other shall (i) be bound by the Allocation for
purposes  of  determining  any  Taxes;  (ii)  prepare  and  file,  and cause its
Affiliates  to  prepare and file, its Tax Returns on a basis consistent with the
Allocation;  and  (iii)  take  no  position, and cause its Affiliates to take no
position,  inconsistent  with  the Allocation on any applicable Tax Return or in
any  proceeding before any taxing authority or otherwise.  In the event that the
Allocation  is  disputed  by any taxing authority, the party receiving notice of
the  dispute  shall  promptly notify the other party hereto, and both Pfizer and
Purchaser agree to use their best efforts to defend such Allocation in any audit
or  similar proceeding, and the matter shall be handled as a Tax Claim described
in Section 7.4(i)(B).  Each of the Seller Corporations and Purchaser acknowledge
that  the  Section  2.9(i) Allocation was done at arm's length based upon a good
faith estimate of fair market values.  Pfizer and Purchaser agree that Purchaser
shall  choose  an  independent appraisal firm to perform an appraisal to support
the  Section 2.9(ii) Allocation.  The cost of such appraisal firm shall be borne
by Purchaser.  Pfizer shall be provided with a copy of the appraiser's report at
least 15 working days prior to Closing and, provided that Pfizer consents to the
report  (which  consent shall not be unreasonably withheld), the Section 2.9(ii)
Allocation shall be made as specified in the report.  If Pfizer does not consent
to  the appraiser's report, Pfizer and Purchaser shall use their best efforts to
mutually agree prior to Closing (or, if they fail to reach an agreement prior to
Closing,  the  parties  shall mutually agree after Closing) on any changes to be
made to the report and the Section 2.9(ii) Allocation shall be made as specified
in  the  report so changed.  Working capital adjustments pursuant to Section 2.8
and  other  post-Closing  adjustments,  if  any, to the Aggregate Purchase Price
shall  be  allocated to the Conveyed Company or to the Asset Selling Corporation
to which the adjustment relates, and shall be further allocated (if relevant for
purposes  of  any applicable Law) to the assets to which the adjustment relates.
The  Aggregate  Purchase  Price  allocation  to  such  Conveyed Company or Asset
Selling Corporation shall be correspondingly increased or decreased.  Pfizer and
Purchaser  acknowledge  that,  in accordance with GAAP, the fair market value of
the Purchased Assets is not less than the net book value of the Purchased Assets
and  that,  in  accordance  therewith,  if  after  all  other adjustments to the
Allocation  are  made,  the  Allocation  with  respect  to  any  Asset  Selling
Corporation,  when  expressed  in  the  relevant  local  currency at the rate of
exchange  used  to  determine  Final  Working  Capital,  is  less than the local
currency  net  book  value, determined in accordance with GAAP, of the Purchased
Assets  of  such  Asset  Selling  Corporation  as  of the Closing Date, then the
Allocation  with  respect to such Asset Selling Corporation shall be adjusted so
that  it is equal to such local currency net book value converted at the rate of
exchange  used to determine Final Working Capital and a corresponding adjustment
will  be  made to the Allocation pro rata with respect to Warner-Lambert Company
and  Warner  Lambert Trading Co. Ltd. based on their relative Aggregate Purchase
Price  allocation.
ARTICLE  III

CLOSING
Section  3.1     Closing.  (a)  The  Closing  shall take place at the offices of
                 -------
Cadwalader,  Wickersham  &  Taft,  100 Maiden Lane, New York, New York 10038, at
10:00  A.M., New York time on the 5th Business Day following the satisfaction or
waiver  of  the  conditions  precedent  specified  in Article IV (other than the
conditions  to  be  satisfied  on the Closing Date, but subject to the waiver or
satisfaction  of  such  conditions),  or  at  such other times and places as the
parties hereto may mutually agree; provided, however, that without the agreement
                                   --------  -------
     of  Pfizer  and  Purchaser, the Closing shall not occur later than the date
specified in Section 9.1(b).  The date on which the Closing occurs is called the
"Closing  Date."  The  Closing  shall  be deemed to occur and be effective as of
 -------------
12:01  A.M.,  New  York  City  time,  on  the  Closing  Date.
 --
(b)     At  the  Closing,  Pfizer  shall  deliver  or  cause  to be delivered to
Purchaser  the instruments and documents set forth in Exhibit A, in each case in
a  form  reasonably  acceptable  to  Purchaser.
(c)     At  the  Closing,  Purchaser  shall  deliver to Pfizer, as agent for the
Seller  Corporations,  the  following: (i) the Aggregate Purchase Price, by wire
transfer  in  immediately  available  funds to one or more accounts specified in
writing  by  Pfizer  at least 2 Business Days prior to the Closing Date and (ii)
the  instruments  and  documents  set forth in Exhibit B, in each case in a form
reasonably  acceptable  to  Pfizer.
ARTICLE  IV

CONDITIONS  TO  CLOSING
Section  4.1     Conditions  to  the  Obligations  of Purchaser and Pfizer.  The
                 ---------------------------------------------------------
respective  obligations  of  each  of the parties to consummate the transactions
contemplated  by  this  Agreement  shall  be  subject to the satisfaction of the
following  conditions  precedent:
(a)     There shall not (i) be in effect in the United States of America, Japan,
     the  European  Union  or  any  Key European Country any Law or Governmental
Order  that makes illegal or enjoins or prevents in any respect the consummation
of  the  transactions contemplated by this Agreement, or which would result in a
Material  Adverse  Effect, or (ii) have been commenced, and shall be continuing,
or  threatened in writing any action or proceeding by any Governmental Authority
of  the  United States of America, Japan, the European Union or any Key European
Country  that  seeks  to  prevent  or  enjoin  in  any  respect the transactions
contemplated  by  this  Agreement,  or  which would result in a Material Adverse
Effect;
(b)     The  waiting period required under the HSR Act, including any extensions
thereof,  shall  have  expired  and  any  investigations  relating  to  the sale
hereunder  that  may have been opened by either the Department of Justice or the
Federal  Trade  Commission  by  means of a request for additional information or
otherwise  shall  have  terminated,  and,  subject  to  Section 7.3(e), no other
waiting  period  (including  any  extensions  thereof) under Competition Laws or
investigation  by a Governmental Authority of Japan or the European Union or, if
applicable,  any  Key European Country relating to the transactions contemplated
hereby  shall  be  unexpired  or  pending  which,  in  the reasonable opinion of
counsel,  is  likely  to result in an action or proceeding seeking to enjoin the
entire  transaction  contemplated  herein;  and
(c)     Subject  to Section 7.3(e), any approvals or actions of any Governmental
Authority  having jurisdiction necessary lawfully to consummate the transactions
contemplated  hereby  shall  have  been  given  or  taken.
Section  4.2     Conditions  to the Obligations of Purchaser.  The obligation of
                 -------------------------------------------
Purchaser to consummate the transactions contemplated by this Agreement shall be
     subject  to  the  satisfaction  of  the  following  conditions  precedent:
(a)     Pfizer  shall have performed in all material respects its agreements and
obligations  contained  in  this  Agreement required to be performed by it at or
before  the  Closing, and the representations and warranties of Pfizer contained
herein  shall have been true and correct when made and shall be true and correct
as  of  the  Closing,  as  if  made  as  of  the Closing (except for (i) changes
contemplated  or  permitted  by  this Agreement or specifically described in the
Schedules  hereto;  (ii)  failures  to  perform  covenants  or  breaches  of
representations  and  warranties, without taking into account any qualification,
exception  or  limitation as to materiality or Material Adverse Effect contained
in such covenant, representation or warranty, that would not, individually or in
     the  aggregate,  have  a  Material  Adverse  Effect;  and  (iii)  those
representations  and  warranties  that  address matters as of a particular date,
which,  subject  to  clause  (ii)  above,  need  be  true only as of such date).
Purchaser  shall  have received a certificate of Pfizer, dated as of the Closing
Date and signed by an officer of Pfizer, certifying as to the fulfillment of the
foregoing.  For  purposes  of  this  Agreement,  the  mentioning  of  a specific
threshold  amount  in  any  representation or warranty shall not imply that such
amount  constitutes  or  would  be  reasonably  likely  to constitute a Material
Adverse  Effect  or  Material  Adverse  Change.
(b)     Pfizer shall have made or caused to be made delivery to Purchaser of (i)
the  items required by Section 3.1(b) and (ii) the written consents set forth in
Schedule  4.2(b).
----------------
Section  4.3     Conditions  to  the  Obligations  of Pfizer.  The obligation of
                 -------------------------------------------
Pfizer  to  consummate  the transactions contemplated by this Agreement shall be
subject  to  the  satisfaction  of  the  following  conditions  precedent:
(a)     Purchaser  shall  have performed in all material respects its agreements
and obligations contained in this Agreement required to be performed by it at or
     before  the  Closing,  and  the representations and warranties of Purchaser
contained  herein shall have been true and correct in all material respects when
made  and  shall be true and correct in all material respects as of the Closing,
as  if  made as of the Closing (except for (i) changes contemplated or permitted
by  this  Agreement  or  attributable  to  matters disclosed by Purchaser in the
Schedules  hereto,  and  (ii)  those representations and warranties that address
matters  as  of  a  particular date, which need be true in all material respects
only  as  of such date).  Pfizer shall have received a certificate of Purchaser,
dated  as  of the Closing Date and signed by an officer of Purchaser, certifying
as  to  the  fulfillment  of  the  foregoing.
(b)     Purchaser  and  its  Affiliates  shall  have  made  or caused to be made
delivery  to  Pfizer  of  the  items  required  by  Section  3.1(c).
ARTICLE  V

REPRESENTATIONS  AND  WARRANTIES  OF  PFIZER
     Pfizer  hereby  represents  and  warrants  to  Purchaser  as  follows:
Section  5.1     Organization.  Pfizer  is a corporation duly organized, validly
                 ------------
existing  and  in  good  standing under the Laws of the State of Delaware.  Each
Stock  Selling  Corporation  and  Asset  Selling Corporation is a corporation or
limited  liability  company,  duly  organized,  validly  existing  and,  where
applicable,  in  good  standing  under  the  Laws  of  the  jurisdiction  of its
organization.
Section  5.2     Authority;  Binding  Effect.  (a)  Pfizer  has  all  requisite
                 ---------------------------
corporate  power  and  authority  to  carry  on  its business as it is now being
conducted  and  to  execute  and  deliver  this  Agreement  and  to  perform its
obligations  hereunder.  The execution and delivery by Pfizer of this Agreement,
and  the  performance  by Pfizer of its obligations hereunder, have been or will
have  been  at  the  Closing  duly authorized by all requisite corporate action.
(b)     Each  of  the  Asset  Selling  Corporations  and  the  Stock  Selling
Corporations  has  all requisite corporate power and authority to own, lease and
operate  its  properties  and  to  carry  on  its  business  as  it is now being
conducted.  Each  of  the  Asset  Selling  Corporations  and  the  Stock Selling
Corporations is duly qualified or licensed to do business and, for jurisdictions
     recognizing  such  concept, in good standing, in each jurisdiction in which
the  property  owned,  leased  or  operated  by it or the nature of the business
conducted  by  it  makes such qualification or licensing necessary, except where
the  failure  to be so duly qualified or licensed and in good standing would not
result  in  fines or penalties in excess of $10,000,000 or otherwise result in a
Material  Adverse  Effect.  The  performance  by  each  of  the  Asset  Selling
Corporations  and the Stock Selling Corporations of their respective obligations
hereunder  have  been  or  will  have been at the Closing duly authorized by all
requisite  corporate  action.
(c)     This  Agreement  constitutes  a  valid and binding obligation of Pfizer,
enforceable  against  Pfizer in accordance with its terms, except as enforcement
may  be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws  affecting  creditors'  rights generally or by general principles of equity
(regardless  of whether enforcement is sought in a proceeding in equity or law).
(d)     Schedule  5.2(d) sets forth a complete list of Pfizer and its Affiliates
---     ----------------
engaged  in  the  Business,  including  (x) the jurisdiction of incorporation or
organization  of  such  Affiliate  and (y) the ownership of each such Affiliate.
Section  5.3     Conveyed  Subsidiaries;  Capital  Structure.  (a)  Each  of the
                 -------------------------------------------
Conveyed Subsidiaries is duly organized, validly existing and, where applicable,
     in  good  standing under the Laws of its jurisdiction of organization, with
corporate  power  and authority to own and operate its properties and assets and
to  carry  on  its  business  as  currently  conducted.  Each  of  the  Conveyed
Subsidiaries  is  duly  qualified  to do business and, where applicable, in good
standing  in  each  jurisdiction  where the nature of its business or properties
makes such qualification necessary, except in jurisdictions where the failure to
be  so qualified would not, individually or in the aggregate, result in fines or
penalties  in  excess  of  $10,000,000 or otherwise result in a Material Adverse
Effect.  Pfizer  has made available to Purchaser, prior to the execution of this
Agreement,  a  complete and correct copy of the certificate of incorporation and
by-laws,  or  other organizational documents, as amended to date, of each of the
Conveyed  Subsidiaries.  Such  organizational  documents  are  in full force and
effect  and  no  Conveyed  Subsidiary  is  in violation of any provision of such
organizational  documents.
(b)     Schedule  5.3(b) sets forth the authorized capital stock of the Conveyed
---     ----------------
Subsidiaries  and  the  number  of shares of each class of capital stock in each
such  Conveyed  Subsidiary  which are issued and outstanding.  All of the issued
and  outstanding  shares  of  capital stock of each Conveyed Subsidiary are duly
authorized,  validly  issued, fully paid and non-assessable, and were not issued
in violation of statutory or contractual preemptive or similar rights. Except as
     set  forth on Schedule 5.3(b), (i) there are no bonds, debentures, notes or
                   ---------------
other  indebtedness  having general voting rights or convertible into securities
having  such  rights  of  any  Conveyed Subsidiary, issued and outstanding; (ii)
there  are no shares of capital stock or other voting securities of any Conveyed
Subsidiary authorized, issued or outstanding; and (iii) there are no outstanding
warrants,  options,  agreements,  subscriptions,  convertible  or  exchangeable
securities  or  other  commitments  pursuant  to  which  any  of  the  Conveyed
Subsidiaries  is  or  may  become  obligated to issue, sell, purchase, return or
redeem  any  shares  of  capital  stock  or  other  securities  of  the Conveyed
Subsidiaries  and  no  equity securities of any of the Conveyed Subsidiaries are
reserved  for  issuance  for  any  purpose.
(c)     Schedule  5.3(c)  sets  forth  the  name  and  the  jurisdiction  of
---     ----------------
incorporation  of  all  Subsidiaries  of  the  Conveyed Subsidiaries.  Each such
---     ----
Subsidiary  is  duly  organized, validly existing and, where applicable, in good
---
standing  under  the  Laws  of  its  jurisdiction  of  organization, and has the
--
corporate  power  and  authority  to  own,  lease and operate its properties and
--
assets  and  to  carry  on  its  business  as  currently  conducted.  Each  such
--
Subsidiary  is  duly  qualified  to  do  business and, where applicable, in good
--
standing  in  each  jurisdiction  where the nature of its business or properties
--
makes such qualification necessary, except in jurisdictions where the failure to
--
be  so qualified would not, individually or in the aggregate, result in fines or
penalties  in  excess  of  $10,000,000 or otherwise result in a Material Adverse
Effect.  All  of the issued and outstanding shares of capital stock of each such
Subsidiary  are  duly authorized, validly issued, fully paid and non-assessable,
and  were  not  issued  in  violation  of statutory or contractual preemptive or
similar rights, and a Conveyed Subsidiary or Subsidiary of a Conveyed Subsidiary
owns  such  shares,  free  and clear of all Liens except Permitted Encumbrances,
preemptive  rights and similar rights and claims by third parties. Except as set
forth  on  Schedule  5.3(c),  (i) there are no bonds, debentures, notes or other
           ----------------
indebtedness  having general voting rights or convertible into securities having
such  rights) of any Subsidiary issued and outstanding; (ii) there are no shares
of  capital  stock  or  other  voting securities of any Subsidiaries authorized,
issued  or  outstanding;  and  (iii) there are no outstanding warrants, options,
agreements,  subscriptions,  convertible  or  exchangeable  securities  or other
commitments pursuant to which any of the Subsidiaries is or may become obligated
to  issue, sell, purchase, return or redeem any shares of capital stock or other
securities  of  the  Subsidiaries  and  no  equity  securities  of  any  of  the
Subsidiaries  are reserved for issuance for any purpose.  Except as set forth on
Schedule  5.3(c),  there  are  no  voting  trusts  or  other  arrangements  or
----------------
understandings  with  respect  to  the voting of the capital stock of any of the
-----------
Subsidiaries.  None  of  the  Subsidiaries  is required to redeem, repurchase or
---
otherwise  acquire  shares  of  its  capital stock, including as a result of the
---
consummation of the transactions contemplated by this Agreement, and none of the
---
Subsidiaries  has  acquired  its  own  shares  of capital stock, given financial
assistance  in  the  acquisition of its own shares of capital stock, nor reduced
its  capital.
Section  5.4     Non-Contravention.  The  execution, delivery and performance of
                 -----------------
this  Agreement  by Pfizer and the consummation of the transactions contemplated
hereby  do  not  and  will  not  (i) violate any provision of the certificate of
incorporation  or bylaws of Pfizer or the comparable organizational documents of
any  of  the  Stock  Selling Corporations, the Asset Selling Corporations or the
Conveyed  Companies;  (ii)  subject  to  obtaining  the  consents referred to in
Schedule  5.4,  conflict  with, or result in the breach of, constitute a default
      -------
under,  result  in  the termination, cancellation or acceleration (whether after
the giving of notice or the lapse of time or both) of any right or obligation of
     the  Seller  Corporations  or the Conveyed Companies under, or to a loss of
any  benefit  of  the  Business to which the Seller Corporations or the Conveyed
Companies  is  entitled  under,  any  Material Contract, lease of real estate or
license  of  Intellectual  Property  to which any Seller Corporation or Conveyed
Company  is  a party or to which its assets are subject and which relates to the
Business;  and  (iii) assuming compliance with the matters set forth in Sections
5.5  and 6.5, violate or result in a breach of or constitute a default under any
Law  or  other  restriction  of  any  Governmental Authority to which any Seller
Corporation or Conveyed Company is subject; except, with respect to clauses (ii)
and  (iii),  for  any  violations,  breaches, conflicts, defaults, terminations,
cancellations  or  accelerations as would not, individually or in the aggregate,
result  in  damages  in  excess  of  $10,000,000.
Section 5.5     Governmental Authorization.  Other than as set forth in Schedule
                --------------------------                              --------
5.5,  the  execution and delivery of this Agreement by Pfizer do not require any
---
consent  or  approval  of  any  Governmental  Authority,  except for consents or
approvals,  the  failure  of  which  to  obtain,  would  not  result in fines or
penalties  in  excess  of  $10,000,000 or otherwise result in a Material Adverse
Effect.
Section  5.6     Financial  Information;  Books and Records.  (a)  Except as set
                 ------------------------------------------
forth  in  Schedule  5.6(a),  the  Financial  Statements  have  been prepared in
           ----------------
accordance  with  GAAP,  and  fairly  present  in all material respects, (i) the
financial  condition, assets and liabilities of the Business (excluding Excluded
Assets and Retained Liabilities) as of the dates therein specified; and (ii) the
results  of  operations  of  the  Business  for the periods indicated.  Schedule
                                                                        --------
5.6(b)  sets  out the descriptions and amounts of deferred Taxes as shown in the
     -
Financial  Statements.
(b)     The  audited  financial statements for the years ended December 31, 2000
and  December  31,  2001 previously delivered by Pfizer to Purchaser relating to
the  Business  were  prepared in accordance with GAAP, and fairly present in all
material  respects,  (i)  the financial condition, assets and liabilities of the
Business as of the dates therein specified and (ii) the results of operations of
     the  Business  for  the  periods  indicated.
(c)     The  unaudited  interim statement of income and loss of the Business for
the  year  ended  December 31, 2002 and the statements of inventory and accounts
receivables as at December 31, 2002 which are attached hereto in Schedule 5.6(c)
                                                                 ---------------
have  been  prepared by Pfizer and are derived from the books and records of the
Business  and,  subject to the Interim Period Adjustments, fairly present in all
material  respects  the  results  of  operations  and inventories and receivable
accounts of the Business for the periods and dates indicated, and are consistent
with  Pfizer's  internal  accounting  policies.
(d)     The  amount of receivables set forth on Schedule 5.6(c) was derived from
                                                ---------------
transactions  in  the  ordinary  course  of  Business reflected in the books and
records  of  the  Business  and,  subject to the Interim Period Adjustments, and
subject to reserves with respect to such receivables, was recorded in accordance
with  GAAP.
(e)     The  inventory  set  forth on Schedule 5.6(c) was reflected in the books
                                      ---------------
and  records of the Business and, subject to the Interim Period Adjustments, and
subject  to  reserves with respect to such inventory, was recorded in accordance
with  GAAP.
Section 5.7     Absence of Material Changes.  Since December 31, 2001, except as
                ---------------------------
     set  forth in Schedule 5.7, (i) the Business has been conducted only in the
                   ------------
ordinary  course  of  business consistent with past practice; (ii) there has not
occurred any event having, and there has not been, a Material Adverse Change and
there  have  not occurred any events or changes (including the incurrence of any
liabilities  of  any  nature, whether or not accrued or contingent) in or to the
Business  which would have, individually or in the aggregate, a Material Adverse
Change;  (iii) there has not been any sale, lease, license, abandonment or other
disposition  by  any of the Conveyed Companies or the Asset Selling Corporations
of  any  material assets used in the Business, except (a) in the ordinary course
of  the  Business; (b) to another Conveyed Company or Asset Selling Corporation;
or  (c) relating to the transactions contemplated hereby; and (iv) there has not
been  any  increase  or enhancement of the compensation or benefits of Employees
other  than  in  the  ordinary  course  of  the  Business.
Section 5.8     No Litigation.  Except with respect to Environmental Laws (which
                -------------
     are  the  subject of Section 5.11) and as may be set forth on Schedule 5.8,
                                                                   ------------
as  of  the date hereof, no litigation, investigation or proceeding by or before
any  Governmental  Authority  is pending against or, to the Knowledge of Pfizer,
threatened  in  writing against any Seller Corporation or Conveyed Company which
would  reasonably  be  likely  to  result  in  damages in excess of $10,000,000.
Section 5.9     Compliance with Laws.  Except with respect to Environmental Laws
                --------------------
(which are the subject of Section 5.11) and Product Registrations (which are the
subject  of  Section  5.10), and except as to matters otherwise set forth in the
Agreement  or  set  forth  in  Schedule  5.9:
                               -------------
(a)     none  of  the  Asset  Selling  Corporations and Conveyed Companies is in
default  or  violation  of  any  term,  condition or provision of its respective
organizational documents or any Laws applicable to the ownership or operation of
     the  Business,  except  to  the extent that the failure to comply therewith
would  not  result  in  fines or penalties in excess of $10,000,000 or otherwise
result  in  a  Material  Adverse  Effect;  and
(b)     each  Seller  Corporation and each Conveyed Company possesses, and is in
compliance  with the terms of, all Governmental Authorizations necessary for the
lawful  conduct  of  the Business as it is currently conducted, except where the
failure to possess any such Governmental Authorization would not result in fines
or  penalties in excess of $10,000,000 or otherwise result in a Material Adverse
Effect.
Section  5.10     Product  Registrations;  Regulatory  Compliance.  Except  with
                  -----------------------------------------------
respect  to  Environmental  Permits  (which  are  the  subject of Section 5.11):
(a)     Schedule  5.10 sets forth, as of the date hereof, a list of all material
---     --------------
Governmental  Authorizations  granted  to  Pfizer or any of its Affiliates by or
pending  with any Governmental Authority in any particular country to market any
product  of  the  Business  (the  "Product  Registrations");
                                   ----------------------
(b)     except  as  set  forth in Schedule 5.10, to the Knowledge of Pfizer, all
                                  -------------
products  sold  under the Product Registrations are manufactured and marketed in
all  material  respects  in  accordance  with  the  specifications and standards
contained  in  such  Product  Registrations;  and
(c)     except  as  set  forth in Schedule 5.10, an Asset Selling Corporation or
                                  -------------
Conveyed  Company  is  the sole and exclusive owner of the Product Registrations
and  has  not  granted  any  right  of  reference with respect thereto, and with
respect  to  Product Registrations owned by Asset Selling Corporations, all such
Product  Registrations are transferable to the Purchaser as contemplated hereby,
except  where  the inability to transfer any such Product Registration would not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
Section  5.11     Environmental Matters.  To the Knowledge of Pfizer, and except
                  ---------------------
as  set  forth  in  Schedule 5.11 or previously disclosed in the Schick document
                    -------------
room  maintained at the offices of Cadwalader, Wickersham & Taft, located at 100
Maiden  Lane,  New  York,  New  York, containing the documents referenced in the
Schick  Wilkinson  Sword  United States (Milford, CT), Environmental, Health and
Safety  Due  Diligence  Index  and  the Schick Wilkinson Sword non-United States
(Acton,  UK;  Caracas,  Venezuela;  Guangzhou,  China;  and  Solingen,  Germany)
Environmental  Health  and  Safety  Due  Diligence  Index:
(a)     (i)  each of the Conveyed Companies, Pfizer and each Pfizer Affiliate in
relation to the Business and each of the facilities are, and since June 19, 2000
     have  been,  in  compliance  with  all applicable Environmental Laws and/or
Environmental  Permits;  and  (ii)  in  respect  of  the facilities no person is
undertaking, nor has Pfizer or any Pfizer Affiliate received written notice that
they  are or may become subject to, Remedial Action or enforcement action under,
or  are  not  otherwise  in  compliance  with, any applicable Environmental Laws
and/or  Environmental  Permits, except for such non-compliance, Remedial Actions
or  enforcement  actions  that  would not reasonably be expected to give rise to
material  Environmental  Liabilities;
(b)     all  Environmental  Permits  required under all applicable Environmental
Laws  in relation to the facilities have been obtained and are in full force and
effect,  and  Pfizer  has  not  received  any  written  notice  that  any of the
facilities'  Environmental  Permits  will  be revoked, suspended or not renewed,
except  for  such  failures  to  obtain, revocations, suspensions or failures to
renew as would not reasonably be expected to give rise to material Environmental
Liabilities;
(c)     no  written  claims,  including  Third  Party  Claims  and  claims  from
Governmental  Authorities, have been made or threatened that could reasonably be
expected to result in Environmental Liability arising from or as a result of (i)
on-site  exposures  to  Hazardous Substances at the facilities; (ii) Releases of
Hazardous  Substances  at  or  from any facilities; or (iii) off-site treatment,
storage  or  disposal  of  Hazardous Substances transported from the facilities,
except  for  such  claims  that would not reasonably be expected to give rise to
material  Environmental  Liabilities;
(d)     There  have  been  no  Releases  of Hazardous Substances at any facility
except  such  Releases  that  would  not  reasonably be expected to give rise to
material  Environmental  Liabilities;
(e)     copies  of  all  material  environmental  audits  and other assessments,
reviews  and  reports,  written  claims  and  environmental test results  in the
possession or control of Pfizer or any Pfizer Affiliate relating to the Business
and/or  the Seller's Business or any of the facilities have been provided to the
Purchaser  and  are  listed  in  Schedule  5.11;  and
                                 --------------
(f)     In selling stock or assets, the Conveyed Companies have not entered into
any  indemnification  agreements  that would reasonably be expected to result in
material  Environmental  Liabilities.
Section  5.12     Material  Contracts.  (a)  Except  for agreements entered into
                  -------------------
after  the  date  hereof  or  as  set  forth  on  Schedule  5.12  (the "Material
                                                  --------------        --------
Contracts"),  none  of the Conveyed Companies, nor any Asset Selling Corporation
is  a  party  to  or  bound  by  any  written:
(i)     contract, agreement or other arrangement for the purchase of Inventories
     or  other  personal  property  with  any  supplier or for the furnishing of
services  to  the  Business providing for financial commitments in excess of (A)
$50,000  and  extending  beyond  one  year from the date hereof or (B) $100,000;
(ii)     contract,  agreement  and other arrangement for the sale of Inventories
or  other  personal property with any supplier or for the furnishing of services
by  the  Business,  in  each case with firm commitments in excess of three years
from  the  date  hereof;
(iii)     broker,  distributor, dealer, manufacturer's representative, franchise
or  agency  agreements  related  to  the Business the terms of which provide for
financial  commitments  in  excess  of  $50,000;
(iv)     contract  or  agreement  relating  to  indebtedness for borrowed money,
factoring arrangements, sale and leaseback transactions or the deferred purchase
price  of  property,  in  each case relating to the Business and with respect to
which a Conveyed Company or Asset Selling Corporation is an obligor in excess of
$50,000;
(v)     research  and  development  or design agreement relating to the Business
the  terms  of  which  provide  for  aggregate commitments to be paid by or to a
Conveyed  Company  or  Asset  Selling  Corporation  in  excess  of  $50,000;
(vi)     other  than  intercompany  agreements that are not being assigned to or
assumed by Purchaser, agreement entered into since January 1, 2000 providing for
the acquisition or disposition of any capital stock of any Conveyed Company, the
Purchased  Assets  or  assets  of  a Conveyed Subsidiary and having an aggregate
value  in  excess  of  $5,000,000,  other  than  the  sale of Inventories in the
ordinary  course  of  the  Business consistent with past practice or the sale or
disposal  of  obsolete  plant  or  equipment;
(vii)     partnership  or  joint venture agreements to which any of the Conveyed
Companies  is  a  party;
(viii)     contracts  relating  to the Business, other than sales of Inventories
in  the  ordinary  course of business providing for rights of indemnification or
exculpation  by  any  of the Conveyed Companies or Asset Selling Corporations in
favor  of  any  officer,  director,  employee or financial advisor of any of the
Conveyed  Companies  or  Asset  Selling  Corporations;
(ix)     any  employment  agreements,  or,  to  the  Knowledge  of  Pfizer, oral
employment  agreements,  between Pfizer or any of its Affiliates (including, but
not  limited  to,  the Conveyed Companies and the Asset Selling Corporations, on
the  one hand, and an employee of the Business, on the other hand) providing for
compensation  in  excess  of  $150,000  annually;
(x)     contracts relating to the Business between any Conveyed Company or Asset
Selling  Corporation  and  Pfizer,  or  any  of  its  Affiliates;
(xi)     contracts  limiting  or  restraining any of the Conveyed Companies from
engaging  or  competing  in  any  lines  of  businesses  with  any  Person;  and
(xii)     any contract relating to the Business not entered into in the ordinary
course  of  business which requires the annual payment or receipt of $500,000 or
more  by  Pfizer  or any of its Affiliates, and which is not otherwise disclosed
pursuant  to  the  foregoing  clauses  (i)  through  (xi).
(b)     Except  as  disclosed  in  Schedule  5.12, (i) each Material Contract is
                                   --------------
valid and binding on the Asset Selling Corporation or Conveyed Company that is a
     party  thereto,  and,  to the Knowledge of Pfizer, the other party thereto,
and  is  in full force and effect and has not been modified or amended; and (ii)
no  Asset  Selling  Corporation  or Conveyed Company is in breach of, or default
under,  any such Material Contract, which breach or default is reasonably likely
to  result  in  damages  in  excess  of  $10,000,000.
Section  5.13     Intellectual Property.  (a) Schedule 5.13(a) sets forth a list
                  ---------------------       ----------------
of  all  registered  Business  Intellectual  Property and all registered Company
Intellectual  Property  and all such rights are owned legally or beneficially by
the  company  identified against the relevant right in Schedule 5.13(a).  Except
                                                       ----------------
as  set  forth  in  Schedule 5.13(a), (i) to the Knowledge of Pfizer, no Company
                    ----------------
Intellectual  Property  or  Business  Intellectual  Property  or  any  other
Intellectual  Property  licensed  or  controlled by the Business that is in each
case  material  to  the  operations of the Business is invalid or unenforceable;
(ii)  to  the  Knowledge of Pfizer, no third party is challenging in writing the
ownership, validity or enforceability of any material Intellectual Property; and
     (iii)  the  Intellectual  Property disclosed in Schedule5.13(a) is free and
                                                     ---------------
clear  of  any  Liens,  other  than  Permitted  Encumbrances.
(b)     All  renewal,  application  and  other official registry fees due at the
date  of  this  Agreement  have  been  or  will  be  paid.
(c)     Schedule  5.13(c)  sets  forth  a  list  of  all  material  licenses and
---     -----------------
agreements  in  relation  to  trademark,  patent or know-how (including, without
---
limitation,  letters  of  consent  and  undertakings)  entered into by any Asset
---
Selling  Corporation  in  connection with the Business or by any of the Conveyed
---
Companies.  No  such  licenses  and  agreements  are terminable by reason of the
--
transactions  contemplated  by  this Agreement and no Asset Selling Corporation,
--
Conveyed  Company  or  third  party  is  in  breach  of any license or agreement
--
required  to  be listed in Schedule 5.13(c), except for terminations or breaches
--
that  would  not  be  reasonably  likely  to  result  in  damages  in  excess of
$10,000,000.
(d)     Except  as  set forth in Schedule 5.13(d), to the Knowledge of Pfizer no
                                -----------------
third  party  is  infringing  or  making unauthorized use of any of the Business
Intellectual Property or Company Intellectual Property or any other Intellectual
Property  licensed or controlled by the Business and to the Knowledge of Pfizer,
the  activities  of the Business do not infringe or make unauthorized use of the
Intellectual  Property  of  any  third party and, to the Knowledge of Pfizer, no
third party has claimed or inferred that the activities of the Business infringe
or  make  unauthorized  use  of  any  Intellectual Property of such third party,
except to the extent that damages resulting from any such infringement would not
exceed  $10,000,000.
(e)     The  Business  Intellectual  Property, the Company Intellectual Property
and  the  Intellectual  Property licensed to a Conveyed Company or Asset Selling
Corporation  pursuant  to the agreements disclosed in Schedule 5.13(c) (together
                                                      ----------------
with  any  Intellectual  Property provided pursuant to the Transitional Services
Agreement or Transitional Intellectual Property License Agreement) comprises all
the  Intellectual  Property  which  is  necessary  to  operate  the  Business in
substantially the same manner immediately after Closing as it is currently being
operated.
(f)     Except as set forth in Schedule 5.13(f), to the Knowledge of Pfizer, (i)
                               ----------------
none  of the Business Intellectual Property or the Company Intellectual Property
is  the  subject  of  any  opposition  proceedings  and  (ii)  no  Asset Selling
Corporation or Conveyed Company is opposing any Intellectual Property related to
the  Business  owned  by  a  third  party.
(g)     To  the  Knowledge  of  Pfizer, no Asset Selling Corporation or Conveyed
Company  has  disclosed  any  confidential Business Intellectual Property to any
third  party  other  than  under  an  obligation  of  confidentiality.
(h)     To  the  Knowledge  of  Pfizer, none of the current or former employees,
officers  or  directors of any Asset Selling Corporation or Conveyed Company (i)
has  violated  any  written  non-disclosure  agreement  affecting  any  material
Technology  Rights,  (ii)  has  disclosed  any material Technology Rights to any
third  party  except  subject  to an appropriate confidentiality agreement or as
required  by  a Governmental Authority, or (iii) has done anything to compromise
the confidential, proprietary, and/or trade secret status of any of the material
Technology  Rights.
(i)     Except  for  such Intellectual Property to be made available pursuant to
the  terms  of  the  Transitional  Services  Agreement  and  the  Transitional
Intellectual  Property  License  Agreement,  there  is  no material Intellectual
Property utilized in the Business that is subject to an agreement or arrangement
pursuant to which such Intellectual Property is licensed to or used by Pfizer or
any  of  its  Affiliates  (other  than any Asset Selling Corporation or Conveyed
Company).  The  consummation  of the transactions contemplated by this Agreement
will not result in the loss or impairment of any rights of any Conveyed Company,
or  any  Affiliate of Purchaser that is acquiring Purchased Assets from an Asset
Selling  Corporation, to own, use or license any material Intellectual Property.
Section  5.14     Real  Property.  (a)  Schedule  5.14(a)  sets forth a true and
                  --------------        -----------------
complete list of all real property (i) in which any Asset Selling Corporation or
     Conveyed  Company holds legal or equitable title or (ii) which is leased by
any  Asset  Selling Corporation or Conveyed Company and in each case is utilized
primarily  in  the  Business  (collectively, the "Real Property"). Except as set
                                                  -------------
forth  in  Schedule  5.14(a), each Asset Selling Corporation or Conveyed Company
           -----------------
has  marketable  title  to,  or a valid leasehold interest entitling them to the
sole  and  unencumbered  right to possession and use of, all of their respective
Real  Properties  utilized  in  the Business, free and clear of all Liens of any
kind  or  character,  other  than  Permitted  Encumbrances.
(b)     Except  as  set  forth  on Schedule 5.14(a), there are no leases, ground
                                   ----------------
leases,  licenses  or  other  occupancy  agreements  affecting  any  of the Real
Property  or  to  which  any  Asset Selling Corporation or Conveyed Company is a
party  or  bound  with respect to the Real Property (other than any such leases,
ground  leases, licenses or other occupancy agreements with respect to any sales
office  or warehouse as would not require in the aggregate payments in excess of
$10,000,000).  Each  lease of Real Property is a valid and binding obligation of
the relevant Asset Selling Corporation or Conveyed Company and, to the knowledge
     of  Pfizer,  the  other  party thereto, and no Asset Selling Corporation or
Conveyed  Company  has  received  or given written notice of a default under any
lease  to  which  any Real Property is subject, and no event or condition exists
which  constitutes  a violation or breach of, or constitute (with or without due
notice  or  lapse of time or both) a default by any Asset Selling Corporation or
Conveyed Company, or, to the Knowledge of Pfizer, any other party thereto, under
any  such  lease,  except for such breaches, violations and defaults which would
not  be  reasonably  likely to result in damages in excess of $10,000,000 in the
aggregate.
(c)     There  are  (i) to the Knowledge of Pfizer, no plans by any Governmental
Authority which are reasonably likely to result in the imposition of any general
or  special  assessment  relating  to  any  of  the  Real  Property;  (ii)  no
non-conforming  uses,  variances,  special  exceptions,  conditions,  permits or
agreements  (other  than  non-conforming  uses  and  variances that exist as the
result  of variances properly granted by the appropriate Governmental Authority)
pertaining  to any of the Real Property imposed on or granted by or entered into
by  any  Asset  Selling Corporation or Conveyed Company which are enforceable by
any  Governmental  Authority; and (iii) no written notices from any Governmental
Authority  which have been received by any Asset Selling Corporation or Conveyed
Company alleging a violation of any applicable building, land use, zoning, fire,
health  or  safety  laws,  codes,  ordinance  or  rules, or requiring or calling
attention  to  the  need  for  any  work,  repair,  construction, alteration, or
installation  on, or in connection with, any of the Real Property, except in the
case  of  clauses  (ii) and (iii) hereof for such nonconforming uses, variances,
special  exceptions,  conditions, permits and agreements and failures to perform
such  work,  repair,  construction,  alteration  or installation as would not be
reasonably  likely  to  result in damages in excess of $10,000,000.  There is no
pending  or,  to  the  Knowledge  of  Pfizer,  threatened  change  in the zoning
classification of any parcel of the Real Property and no condemnation or eminent
domain  proceeding  against any Real Property is pending or, to the Knowledge of
Pfizer,  threatened.
(d)     Each  Asset Selling Corporation or Conveyed Company has rights of access
to  entry  to  the  Real  Property.  To  the  Knowledge  of Pfizer, there are no
unrecorded easements relating to the Real Property and no Person or Governmental
Authority  is encroaching upon any of the Real Property in a way that materially
impairs  the use of such property.  Except as set forth in Schedule 5.14(d), (i)
                                                           ----------------
to the Knowledge of Pfizer, no Person or Governmental Authority has notified any
of  the  Asset  Selling  Corporations  or Conveyed Companies of a claim that any
activities  of  the  Business  are encroaching upon the properties, easements or
rights  of way of others (ii) no activities of the Asset Selling Corporations or
Conveyed  Companies are encroaching on any Person or Governmental Authority, and
(iii)  there are no parties in possession having or, to the Knowledge of Pfizer,
claiming  rights  to  possession  of  any  of  the  Real  Property.
(e)     To the Knowledge of Pfizer, except as set forth in Schedule 5.14(e), all
                                                           ----------------
of  the  Purchased  Assets  consisting  of real estate, buildings, and equipment
(whether  owned  or  leased)  currently  used  in  the  normal operations of the
Business  have  been  maintained  in  reasonable operating condition in a manner
consistent  with  the normal maintenance procedures of the Business and are free
from material defects, except for such defects that reasonably would be expected
to  result  in  the  cost of repair or replacement of $10,000,000 or more in the
aggregate  other  than  replacement  for  normal  and  planned  obsolescence.
Section  5.15     Assets.  (a)  Except  as  set  forth in Schedule 5.15(a), each
                  ------                                  -----------------
Asset  Selling  Corporation  or  Conveyed  Company has marketable title to, or a
valid  leasehold  interest entitling them to, the sole and unencumbered right to
possession  and  use  of all of their respective personal property (tangible and
intangible)  primarily used in the Business, free and clear of Liens of any kind
or  character,  other  than  Permitted  Encumbrances.
(b)     Except  as  set  forth in Schedule 5.15(b) and except for Affiliates and
                                  ----------------
Subsidiaries  of  Pfizer that will provide transitional services pursuant to the
Transitional  Services  Agreement,  the  Asset Selling Corporations and Conveyed
Companies  are  the  only  Affiliates  of  Pfizer  engaged  in any aspect of the
Business.  Except as set forth in Schedule 5.15(b) and except for Affiliates and
                                  ----------------
     Subsidiaries  of Pfizer that will provide transitional services pursuant to
the  Transitional  Services Agreement and subject to Sections 2.3 and 7.3(f), at
the Closing, Purchaser will own, receive or have the right to use or receive all
of  the  assets,  contracts,  facilities,  approvals,  licenses,  permits  and
franchises  necessary  to  operate the Business in substantially the same manner
immediately  after  the  Closing  as  it  is  currently  being  operated.
(c)     Schedule  5.15(c)  contains  a  list of each lease pursuant to which any
---     -----------------
Asset  Selling  Corporation  or  Conveyed Company leases personal property which
---
involves  payment  over the remaining term of such lease of more than $1,000,000
---
and which in each case is not cancelable upon six months' notice or less without
penalty  of  more  than  $100,000.  All such personal property leases are valid,
binding  and  enforceable  in accordance with their terms, and are in full force
and  effect.  Each  Asset  Selling  Corporation or Conveyed Company has complied
with  all  material obligations thereunder and there are no existing defaults by
any  Asset  Selling  Corporation  or  Conveyed  Company  or, to the Knowledge of
Pfizer, by any other party thereunder; no event has occurred which (whether with
or  without  notice,  lapse  of time or the happening or occurrence of any other
event)  would  constitute a default of any Asset Selling Corporation or Conveyed
Company thereunder, and, to the Knowledge of Pfizer, no event has occurred which
(whether with or without notice, lapse of time or the happening or occurrence of
any  other  event)  would  constitute  a  default by any other party thereunder,
except,  in each case, as would not be reasonably likely to result in damages in
excess  of  $10,000,000.
(d)     To  the  Knowledge  of  Pfizer,  all material tangible personal property
included  within the Purchased Assets (other than assets included in the Working
Capital  Statement)  is  in  reasonable operating condition and repair, ordinary
wear  and  tear  excepted,  except  for  such  Assets  the failure to be in such
conditions is reasonably expected to result in the cost of repair or replacement
of  $10,000,000  or  more in the aggregate other than replacement for normal and
planned  obsolescence.
Section  5.16     Taxes.  To  the  Knowledge  of  Pfizer, except as set forth in
                  -----
Schedule  5.16,
    ----------
(a)     (i)  All Tax Returns that are required to be filed on or before the date
hereof  by  or  on  behalf  of  each  Conveyed  Company  and  each Asset Selling
Corporation, or with respect to the operations of the Business, have been filed,
     except  with respect to Tax Returns that in the aggregate are not material;
(ii)  all  Taxes  shown to be due and payable on such Tax Returns have been paid
(including,  for  any  Tax  Return  that was not timely filed, any penalties and
interest  with  respect  thereto);  (iii)  each  such  Tax Return (insofar as it
relates  to  the  activities or income of a Conveyed Company or the Business) is
true, correct and complete in all material respects; (iv) all required Tax books
and  records  have  been maintained by Pfizer, the Asset Selling Corporations or
Conveyed  Companies in all material respects, and such books and records contain
sufficient detail to determine the material Tax consequences that would arise on
any  disposal  or  realization  of  any  Purchased  Asset  and any assets of the
Conveyed  Companies  that  are  owned  at the Closing Date; and (v) all material
Non-Returned  Taxes (defined below) due by or with respect to the income, assets
or  operations  of  the  Conveyed Companies for all taxable periods ending on or
before  the  Closing  Date have been paid or accrued and reserved against in the
Working  Capital  Statement.  "Non-Returned Taxes" shall mean Taxes with respect
to  which no Tax Return was required to be filed on or prior to the Closing Date
by  or  on  behalf  of  a  Conveyed  Company.
(b)     None  of  the  Conveyed  Companies  currently  is the beneficiary of any
extension  of  time  within  which  to  file  any  Tax  Return.
(c)     (i)  There are no Liens for material Taxes upon any of the assets of the
Business,  except for Liens for Taxes not yet due and payable or being contested
in  good  faith;  (ii)  no  Tax  Return  that  includes  any Conveyed Company is
currently  being  examined  by  any  taxing  authority  or is the subject of any
pending  Tax,  administrative  or  judicial  proceeding,  which  examination  or
proceeding,  together  with  all  other  examinations  and  proceedings,  could
reasonably  be expected to result in a liability for a material amount of Taxes;
and  (iii)  there are no outstanding written agreements or waivers extending the
statute  of limitations applicable to any such Tax Return or, in the case of any
Asset  Selling  Corporation,  to  the  extent  related  to  the  Business, which
agreements  or  waivers,  together  with all other agreements and waivers, could
reasonably  be expected to result in a liability for a material amount of Taxes.
(d)     (i)  No  Conveyed  Company  has  entered  into any "safe harbor" or "tax
benefit" lease pursuant to which tax benefits were or will be transferred to any
other Person and (ii) all Taxes that each Conveyed Company is required by law to
withhold  or  collect  in connection with amounts paid or owing to any employee,
independent  contractor,  creditor,  stockholder, or other third party have been
withheld  or  collected and have been paid over to the proper authorities to the
extent  due  and  payable,  except  for such Taxes that in the aggregate are not
material.
(e)     None  of  the  Conveyed Companies (i) has been a member of an affiliated
group  filing  Consolidated  Tax  Returns  within  the  meaning  of Code Section
1504(a),  or  a  member  of a combined, consolidated or unitary group for state,
local,  or  foreign Tax purposes, with respect to Taxes for a taxable period for
which  the statute of limitations has not expired, other than a group the common
parent  of  which  was  Pfizer; or (ii) is liable for Taxes of any Person (other
than  the  Conveyed  Companies) under Treasury Regulation Section 1.1502-6(a) or
any corresponding provision of state, local or foreign Tax laws, as a transferee
or  successor  by  contract  or  otherwise.
Section  5.17     Employee  Benefits.  (a)  Schedule  5.17  contains  a true and
                  ------------------        --------------
complete  list of each Plan and Foreign Plan.  Each of the Plans that is subject
to  section  302  of Title IV of ERISA or section 412 of the Code is hereinafter
referred  to  as  a  "Title  IV Plan".  Except as disclosed in Schedule 5.17 and
                      --------------                           -------------
except  in  the  ordinary  course  of  business,  none  of  the  Asset  Selling
Corporations  or Conveyed Companies or any ERISA Affiliate has any commitment or
formal  plan,  whether legally binding or not, to create any additional Plans or
Foreign Plans or modify or change any existing Plans or Foreign Plans that would
     affect  any employee or former employee of any Asset Selling Corporation or
Conveyed  Company and no such change with respect to benefits provided under any
Plan  or  Foreign  Plan  are  presently under serious consideration by any Asset
Selling  Corporation  or  Conveyed Company.  There are no other employee benefit
plans  of  any nature offered to employees of the Business, other than those set
forth  on  Schedule  5.17.
           --------------
(b)     With  respect  to  each  Plan, Pfizer has made or will make available to
Purchaser  prior  to  the date of this Agreement true and complete copies of the
Plan,  including any amendments thereto (or if the Plan is not a written Plan, a
description  thereof),  any  related  trust  or  other funding vehicle, the most
recent  reports  or  summaries  required  under  ERISA or the Code, and the most
recent  determination  letter  received  from  the IRS with respect to each Plan
intended to qualify under section 401 of the Code.  With respect to each Foreign
     Plan  set forth in Schedule 5.17, Pfizer has made or will make available to
                        -------------
Purchaser  prior  to the date of this Agreement true and complete copies of such
Foreign Plan and any amendments thereto (or if the Foreign Plan is not a written
Foreign Plan, a description thereof), any related trust or other funding vehicle
and the most recent reports or summaries required under local law, if any.  With
the  exception  of  the  Foreign  Plans  in  the United Kingdom, Germany, Japan,
France, Canada and Taiwan, no Seller Corporation maintains or contributes to any
pension  plan,  program or arrangement with respect to Employees (non-US) in any
non-US  jurisdiction other than Foreign Plans that are required to be maintained
or  contributed  to  under  the  Laws  of  the  relevant  jurisdiction.
(c)      No  condition  exists  that  presents a material risk to any U.S. Asset
Selling  Corporation or Conveyed Company or any ERISA Affiliate of incurring any
liability  under  Title  IV  or  section  302 of ERISA, other than liability for
premiums  due  the Pension Benefit Guaranty Corporation ("PBGC") (which premiums
                                                          ----
have  been  paid  when  due).
(d)     The  PBGC  has not instituted proceedings to terminate any Title IV Plan
and  to  the  Knowledge  of Pfizer, no condition exists that presents a material
risk  that  such  proceedings  will  be  instituted.
(e)     No  Title  IV  Plan  is  a  "multiemployer  pension plan," as defined in
section  3(37)  of  ERISA,  nor is any Title IV Plan a plan described in section
4063(a)  of ERISA.  Within the six year period prior to the date hereof, none of
the U.S. Asset Selling Corporations or Conveyed Companies or any ERISA Affiliate
has  made or suffered a "complete withdrawal" or a "partial withdrawal", as such
terms  are  respectively  defined  in  sections  4203  and 4205 of ERISA (or any
liability  resulting  therefrom  has  been  satisfied  in  full).
(f)     As  of  the  date hereof, there are no pending investigations, audits or
other proceedings or inquiries by the Department of Labor, the IRS, or any other
federal  or  state  governmental  authority  concerning  any  of  the  Plans.
(g)     To the Knowledge of Pfizer, each Plan has been operated and administered
in  all  material  respects  in  accordance  with  its terms and applicable law,
including  but  not  limited to ERISA and the Code.  To the Knowledge of Pfizer,
each Foreign Plan has been operated and administered in all material respects in
accordance  with  its  terms  and  applicable  local  law.
(h)     To  the Knowledge of Pfizer, each Plan intended to be "qualified" within
the  meaning  of  Section  401(a)  of  the  Code  is so qualified and the trusts
maintained thereunder are exempt from taxation under Section 501(a) of the Code.
To  the  Knowledge  of Pfizer, each Plan intended to satisfy the requirements of
Section  501(c)(9)  of  the  Code  has  satisfied  such  requirements.
(i)     Except  as  set  forth  in  Schedule  5.17(i),  no  Plan or Foreign Plan
                                    -----------------
provides  medical, surgical, hospitalization, death or similar benefits (whether
or  not  insured)  for  employees  or  former  employees  of  any  Asset Selling
Corporation or Conveyed Company for periods extending beyond their retirement or
other  termination  of  service,  other than (i) coverage mandated by applicable
law,  (ii)  death  benefits under any "pension plan", or (iii) benefits the full
cost  of  which is borne by the current or former employee (or his beneficiary).
(j)     Except  as  disclosed  in  Schedule  5.17(j)  or  as otherwise expressly
                                   -----------------
provided in this Agreement, the consummation of the transactions contemplated by
this  Agreement  will  not  (i)  entitle  any current employee of any U.S. Asset
Selling Corporation or Conveyed Company, and to the Knowledge of Pfizer, entitle
any  current  or  former  employee  or  officer  of  any  foreign  Asset Selling
Corporation  or  Conveyed  Company,  to  severance  pay,  redundancy  payments,
indemnity  payments,  unemployment compensation or any other payment or benefit,
except  as  expressly provided in this Agreement or as mandated under applicable
law,  or  (ii) accelerate the time of payment or vesting, or increase the amount
of  compensation  due  any  such  current  employee  of  any  U.S. Asset Selling
Corporation  or  Conveyed Company or, to the Knowledge of Pfizer, any current or
former  employee or officer of any foreign Asset Selling Corporation or Conveyed
Company.
(k)     Except  as  disclosed  in Schedule 5.17(k), there are no pending, or, to
                                  ----------------
the  Knowledge  of Pfizer, threatened or anticipated material claims against any
Plan,  or, to the Knowledge of Pfizer, pending or threatened against any Foreign
Plan,  by  any  employee  or former employee of any Asset Selling Corporation or
Conveyed  Company  covered  under  any  such  Plan or Foreign Plan, or otherwise
involving  any  such  Plan  or  Foreign  Plan  (other  than  routine  claims for
benefits).
(l)     To  the  Knowledge  of Pfizer, all Foreign Plans that are subject to the
laws  of  any  jurisdiction outside the United States are in material compliance
with  such applicable laws, including relevant Tax laws, and the requirements of
any  trust  deed  under which they are established.  To the Knowledge of Pfizer,
all required contributions payable to such Foreign Plans have been made, and all
such  Foreign  Plans  are  in  material  compliance  with any applicable funding
requirements.
Section  5.18     Brokers.  Except  for  Morgan  Stanley  & Co. Incorporated, no
                  -------
broker,  finder  or  investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated by this
     Agreement  based  upon arrangements made by or on behalf of Pfizer.  Pfizer
is  solely  responsible  for  the  fees  and  expenses  of  Morgan Stanley & Co.
Incorporated.
Section  5.19     Related  Party  Transactions.  Except as disclosed in Schedule
                  ----------------------------                          --------
5.19,  no  director,  officer  or  partner  of  any  Conveyed  Company  (i)  has
  --
outstanding  any  Indebtedness or other similar obligations to any Asset Selling
  --
Corporation  or Conveyed Company, Pfizer or any Affiliate thereof other than for
travel  expenses  in  the ordinary course of business in accordance with written
policies  of Pfizer and consistent with past practice and other than obligations
incurred  in  the  ordinary  course  of  business,  in  the  case  of any single
individual, in an amount less than $5,000; (ii) to the Knowledge of Pfizer, owns
any  direct  or  indirect  interest  of  any kind in, or is a director, officer,
employee,  party,  affiliate  or  associate  of,  or consultant or lender to, or
borrower  from, or has the right to participate in the management, operations or
profits  of,  any  Person  which  is  (x)  a  competitor,  supplier,  customer,
distributor, lessor, tenant, creditor or debtor of any Asset Selling Corporation
or  Conveyed  Company,  (y) engaged in a business related to the business of any
Asset  Selling  Corporation  or  Conveyed  Company  or  (z) participating in any
transaction  to  which  any  Asset  Selling Corporation or Conveyed Company is a
party  or  (iii)  is  otherwise  a party to any binding agreement with any Asset
Selling  Corporation  or  Conveyed  Company.
Section  5.20     Labor  and  Employment  Matters;  Collective  Bargaining.
                  --------------------------------------------------------
(a)     Except  as  set  forth  in  Schedule  5.20,  none  of  the Asset Selling
                                    --------------
Corporations,  with  respect to the Business, and Conveyed Companies, is a party
to,  or  bound  by,  any  collective  bargaining  agreement,  contract  or other
agreement  or  understanding  with  a labor union or labor organization or other
representative  of  employees,  body  of employees or staff association or works
council.  Except  as  set  forth  in  Schedule  5.20,  there is no labor strike,
                                      --------------
slowdown  or stoppage or other industrial action pending or, to the Knowledge of
Pfizer,  threatened  against  or  affecting  any  Asset  Selling  Corporation or
Conveyed  Company,  nor  has  there been any such activity within the past three
years.  Except  as  set  forth  in Schedule 5.20, there are currently no ongoing
                                   -------------
collective  bargaining  negotiations  relating  to  the  employees  of any Asset
Selling  Corporation  or  Conveyed  Company.
(b)     Except  as set forth in Schedule 5.20, there is no unfair labor practice
                                -------------
charge,  and  no  charge,  claim,  inquiry,  investigation or complaint or other
proceeding  pending  which  Pfizer  or any Asset Selling Corporation or Conveyed
Company  has  been,  served  with,  or  otherwise  has  knowledge of, or, to the
Knowledge  of  Pfizer, has any such proceeding been threatened against any Asset
Selling  Corporation  or  Conveyed  Company, before the National Labor Relations
Board,  the U.S. Equal Employment Opportunity Commission, the U.S. Department of
Labor,  the  U.S.  Department  of  Justice,  the  Occupational Safety and Health
Administration,  the Immigration and Nationalization Service, or any other state
or  federal  Governmental  Authority  or  regional authority in any jurisdiction
responsible  for  investigating and/or adjudicating claims relating to the terms
and  conditions  of  employment, including employment discrimination or wage and
hour  issues.
Section  5.21     Employees  (non-US).
                  -------------------
(a)     Schedule  5.21 sets forth a list, by country, of the number of Employees
---     --------------
(non-US),  the  identities  of  the  Employees' Employer and the location of the
Employees'  employment.
(b)     Each  Asset  Selling  Corporation  and Conveyed Company has complied and
will  until Closing comply with all of its common law, statutory and other legal
obligations  owed to or in respect of every Employee (non-US) and all collective
and/or  recognition  agreements,  regulations,  policies,  procedures,  customs,
practices  and codes of conduct affecting its employment of any such persons and
has maintained current, materially accurate and suitable records relating to the
service  of  all  such  persons.
Section  5.22     Workers'  Compensation.   Schedule 5.22 describes all workers'
                  ----------------------    -------------
compensation arrangements in the United States, whether insured or self-insured,
     affecting  the  Asset  Selling  Corporations  and  Conveyed  Companies with
respect  to the Business, and the aggregate amount of all claims made under such
arrangements  within the last five years.  Except as described on Schedule 5.22,
                                                                  -------------
there  are no assessments, provisional assessments, reassessments, supplementary
assessments,  penalty  assessments  or  increased  assessments which are due and
unpaid  on  the  date hereof or which will be unpaid at Closing except as may be
accrued  in  the  statement  of  the  Working  Capital of the Business as of the
Closing  Date.
Section  5.23     New  Products.  (a)  Schedule 5.23 sets forth the current plan
                  -------------        -------------
of  Pfizer  with  respect to the introduction by the Business of new products in
calendar  year  2003  ("New  Products").  To the Knowledge of Pfizer, there have
                        -------------
been  no  events or occurrences which would materially impact the plan set forth
on  Schedule  5.23.
    --------------
(b)     To  the  Knowledge  of  Pfizer, no manufacturing or design problems have
been encountered with respect to the production of the Intuition product line in
     quantities  consistent  with  Schedule  7.19(a)  which  (i)  have  not been
                                   -----------------
resolved;  (ii) are reasonably likely to significantly delay the introduction of
the  New  Products in accordance with the time lines set forth on Schedule 5.23,
                                                                  -------------
or  would  significantly  impact  the  Business's  ability  to  meet anticipated
customer  orders  at  levels  anticipated  by  Pfizer  in  connection  with such
introduction,  or  (iii)  will  result in capital expenditures or other expenses
which  are  materially  greater  than  the  budgeted  expenditures  for  such
introductions  in  accordance  with  Schedule  7.19(a).
                                     -----------------
Section  5.24     No  Undisclosed  Liabilities.   Except  as  reflected  in  the
                  ----------------------------
Financial  Statements, or as may be set forth on any Schedule to this Agreement,
there  are  not, and since December 31, 2001, the Business has not incurred, any
liabilities  or  obligations  (whether  direct, indirect, accrued, contingent or
absolute,  and  whether  due  or to become due, nor, to the Knowledge of Pfizer,
have any facts arisen or occurred which could reasonably form a basis therefor),
     which have had, or reasonably would be expected to have, a Material Adverse
Effect.
ARTICLE  VI

REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER
     Purchaser  represents  and  warrants  to  Pfizer  as  follows:
Section 6.1     Organization and Qualification.  Purchaser is a corporation duly
                ------------------------------
     organized,  validly  existing  and  in  good standing under the Laws of the
jurisdiction  of its incorporation and has full corporate power and authority to
conduct its business as it is presently being conducted and to own and lease its
properties  and  assets.
Section  6.2     Corporate  Authorization. Purchaser has all requisite corporate
                 ------------------------
power  and  authority  to execute and deliver this Agreement, and to perform its
obligations  hereunder.  The execution, delivery and performance by Purchaser of
this  Agreement  have  been duly authorized by all requisite corporate action on
the  part  of  Purchaser.
Section  6.3     Binding Effect.  This Agreement constitutes a valid and binding
                 --------------
obligation  of  Purchaser,  enforceable against Purchaser in accordance with its
terms,  except  as  enforcement  may  be  limited  by  bankruptcy,  insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
or  by general principles of equity (regardless or whether enforcement is sought
in  a  proceeding  in  equity  or  law).
Section  6.4     Non-Contravention.  The  execution, delivery and performance by
                 -----------------
Purchaser  of  this  Agreement,  and  the  consummation  of  the  transactions
contemplated  hereby,  do  not  and  will  not  (i) violate any provision of the
certificate  of  incorporation,  bylaws  or  other  organizational  documents of
Purchaser;  (ii) result in a breach of, or default under, or right to accelerate
with  respect  to,  any  term  or provision of any contract, commitment or other
obligation  to  which  Purchaser  and  any  of  its  Affiliates is a party or is
subject;  or (ii) assuming compliance with the matters set forth in Sections 5.5
and  6.5, violate or result in a breach of or constitute a default under any Law
or  other  restriction  of  any  Governmental  Authority  to  which Purchaser is
subject.
Section  6.5     Governmental  Authorization.  Except  as  set forth in Schedule
                 ---------------------------                            --------
6.5,  the  execution and delivery of this Agreement by Purchaser do not and will
not  require  any  material  consent  or approval of any Governmental Authority.
Section  6.6     Third Party Approvals.  Except for any third party approvals as
                 ---------------------
are  reflected  in  Schedule  6.6,  the  execution,  delivery and performance by
                    -------------
Purchaser  of  this  Agreement  and  the transactions contemplated hereby do not
require  any consents, waivers, authorizations or approvals of, or filings with,
any  third  Persons  which  have  not  been  obtained  by  Purchaser.
Section  6.7     Financial Capability.  On the Closing Date, Purchaser will have
                 --------------------
sufficient  funds  to  make  the  Aggregate  Payment on the terms and conditions
contemplated  by  this  Agreement.
Section  6.8     Securities  Act.  Purchaser  is acquiring the Shares solely for
                 ---------------
the  purpose  of  investment  and  not with a view to, or for sale in connection
with,  any  distribution  thereof in violation of the Securities Act.  Purchaser
acknowledges  that  the  Shares are not registered under the Securities Act, any
applicable  state  securities Law or any applicable foreign securities Laws, and
that  such  Shares  may  not  be  transferred  or  sold  except  pursuant to the
registration  provisions  of the Securities Act or applicable foreign securities
Laws  or  pursuant  to  an  applicable exemption therefrom and pursuant to state
securities  Laws  as  applicable.  Purchaser  (either alone or together with its
advisors)  has  sufficient  knowledge  and  experience in financial and business
matters so as to be capable of evaluating the merits and risks of its investment
in  the  Shares and is capable of bearing the economic risks of such investment.
Section  6.9     Condition of the Business.   Purchaser is purchasing the Shares
                 -------------------------
and  the  Purchased  Assets  based  on  the  results  of  its  inspections  and
investigations and on the representations and warranties of Pfizer expressly set
forth  in  this Agreement.  Purchaser, in acquiring the Shares and the Purchased
Assets,  is  not  relying  on  any  statement or material made or distributed by
Pfizer  or  its  representatives  other than the representations, warranties and
covenants  contained  in  this  Agreement.  Purchaser  acknowledges  that,  with
respect  to  all  representations,  warranties  and  covenants contained in this
Agreement,  none of the representations, warranties and covenants shall apply or
be  deemed  to  apply  with  respect  to the business or operations of Pharmacia
Corporation  or its Affiliates to the extent that Pfizer is currently a party to
a contract to purchase the business of Pharmacia Corporation (the "Transaction")
or to the extent that such Transaction is consummated prior to the Closing Date.
Any  claims Purchaser may have for breach of representation or warranty shall be
based  solely  on  the  representations  and  warranties  of Pfizer set forth in
Article  V  hereof.  All warranties of habitability, merchantability and fitness
for  any  particular purpose, and all other warranties arising under the Uniform
Commercial  Code  (or similar foreign laws), are hereby waived by Purchaser.  In
addition,  Purchaser  acknowledges and agrees that no Seller Corporation intends
to  give  any  "guarantee"  nor  is  any  "guarantee"  being given by any Seller
Corporation  under or pursuant to this Agreement or otherwise in connection with
the  transactions contemplated hereby within the meaning of Sections 443 and 444
of  the  German  Civil  Code.
Section  6.10     Litigation.  There  is  no  material  action,  order,  writ,
                  ----------
injunction,  judgment  or  decree  outstanding, or suit, litigation, proceeding,
labor  dispute  (other than routine grievance procedures or routine, uncontested
claims  for  benefits  under  any  benefit  plans for any officers, employees or
agents  of Purchaser), arbitration, investigation or reported claim, pending or,
threatened,  before any court, governmental entity or arbitrator, which seeks to
delay  or  prevent  the  consummation  of  the transactions contemplated by this
Agreement  or  would, if successful, materially and adversely affect the ability
of  Purchaser  to  consummate  the  transactions contemplated by this Agreement.
Section 6.11     Brokers.  Except for Banc of America Securities LLC, no broker,
                 -------
finder  or investment banker is entitled to any brokerage, finder's or other fee
or commission in connection with the transactions contemplated by this Agreement
based  upon arrangements made by or on behalf of Purchaser.  Purchaser is solely
responsible  for  the  fees  and  expenses  of  Banc  of America Securities LLC.
ARTICLE  VII

COVENANTS
Section  7.1     Information and Documents.  (a)  From and after the date hereof
                 -------------------------
and  pending  Closing,  upon  reasonable advance notice, the Seller Corporations
shall permit Purchaser and its representatives to have reasonable access, during
     regular  normal business hours, to the assets, employees, books and records
of  the Seller Corporations and the Conveyed Companies relating to the Business,
and  shall  furnish, or cause to be furnished, to Purchaser, such financial, tax
and  operating data and other available information with respect to the Business
as Purchaser shall from time to time reasonably request; provided, however, that
                                                         --------  -------
no  such  access  shall unreasonably interfere with the Seller Corporations' and
the  Conveyed Companies' operation of their respective businesses, including the
Business;  and  provided  further  that  the  Seller  Corporations  shall not be
                --------  -------
required  to  take any action which could constitute a waiver of attorney-client
privilege.  Purchaser  and  its  representatives,  upon their request to Pfizer,
shall  be  granted  full  access  to  the document room located at 150 East 42nd
Street,  NY,  NY.
(b)     All  information  received by Purchaser and given by or on behalf of the
Seller  Corporations or the Conveyed Companies in connection with this Agreement
and  the  transactions  contemplated  hereby  will  be held by Purchaser and its
Affiliates,  agents and representatives as "Evaluation Material", as defined in,
                                            -------------------
and  pursuant  to  the  terms  of,  the  Confidentiality  Agreement.
Section  7.2     Conduct of Business.  From and after the date hereof and to the
                 -------------------
Closing, except (i) as set forth on Schedule 7.2 or as otherwise contemplated by
                                    ------------
     this  Agreement  or  (ii)  as Purchaser shall otherwise consent in writing,
which  consent  shall  not  be unreasonably withheld, Pfizer agrees that it will
conduct  the  Business,  and  will  cause  the  Business to be conducted, in the
ordinary  course  consistent with past practice, and use commercially reasonable
efforts  to  preserve  intact  the  Business  and  related  relationships  with
customers,  suppliers and other third parties and keep available the services of
the  present  Employees.  From  and  after  the  date hereof and to the Closing,
except  (i)  as  set  forth on Schedule 7.2 or as otherwise contemplated by this
                               ------------
Agreement,  (ii)  as Purchaser shall otherwise consent in writing, which consent
shall  not be unreasonably withheld, and (iii) as may be necessary or advisable,
in  the  sole  discretion  and  at the expense of Pfizer, to remove the Excluded
Assets  (provided that Pfizer shall be responsible for any damages in connection
with  its  actions  taken  pursuant  to this clause (iii)), Pfizer covenants and
agrees  that  it  shall  cause  the  Conveyed  Companies  and  the Asset Selling
Corporations,  in  each  case  with  respect  to  the  Business,  not  to:
(a)     (i)  in  respect  of any Conveyed Company, declare, set aside or pay any
dividend or other distribution payable in stock or property (other than in cash)
     with  respect  to  its  capital stock or (ii) redeem, purchase or otherwise
acquire  directly  or  indirectly  any  of  its  shares  of  capital  stock;
(b)     (i)  in respect of any Conveyed Company, issue, sell, pledge, dispose of
or  encumber  any  additional  shares  of,  or  securities  convertible  into or
exchangeable for, or options, warrants, calls, commitments or rights of any kind
to  acquire  any  shares  of, capital stock of any class or any other securities
(including  voting debt) of any Person; (ii) in respect of any Conveyed Company,
amend  the  terms  of  any such securities or agreements outstanding on the date
hereof;  or  (iii)  in  respect  of  any  Conveyed  Company,  split,  combine or
reclassify  any  of  its  shares  of  capital  stock;
(c)     transfer,  lease,  license,  sell,  mortgage,  pledge,  dispose  of,  or
encumber  any  material assets other than in the ordinary course consistent with
past  practice;
(d)     (i)  grant any increase in the compensation payable or to become payable
to  any  of  its  executive  officers  or vice presidents except in the ordinary
course  consistent  with  past  practice  and/or  in  accordance  with  existing
agreements  or  written policies; (ii) (A) adopt any new, (B) except as required
by  statute  or  regulation,  amend  or  otherwise increase any existing, or (C)
accelerate  the  payment  or vesting of the amounts payable or to become payable
under  any  bonus,  incentive  compensation,  deferred  compensation, severance,
profit  sharing,  stock  option, stock purchase, insurance, pension, retirement,
programs,  plans,  arrangements  or  other  employee  benefit  plan agreement or
arrangement,  except in the ordinary course consistent with past practice and/or
as  required  by  existing  written agreements or policies; (iii) enter into any
agreements  or  severance  agreement  with  or,  except  in  the ordinary course
consistent  with  past  practice  and/or in accordance with its existing written
policies  or  applicable  law,  grant  any  severance  or termination pay to any
officer,  director  or  employee;  or  (iv)  voluntarily  recognize a collective
bargaining  representative  for its employees without the benefit of an election
pursuant  to  National  Labor  Relations  Board  regulations;
(e)     modify  or  amend  any  material  term or rights or terminate any of the
Material Contracts or waive, release or assign any material rights or claims, or
amend, revise or restate the respective certificate of incorporation or by-laws,
or  equivalent  governing  documents  of  any  Conveyed  Company;
(f)     acquire  or  agree  to  acquire  by merging or consolidating with, or by
purchasing  any  material  portion  of  the  stock or assets of, or by any other
manner,  any  business  or  any  corporation,  partnership, association or other
business  organization  or  division  thereof;
(g)     change  any  of  the  accounting  methods used by it, unless required by
GAAP;
(h)     in  respect of any Conveyed Company, adopt a plan of complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or  other  reorganization  under  local  law;
(i)     other  than  for transfers of cash, Cash Equivalents, obsolete equipment
and  capital  items  consistent  with the Business' capital expenditure plan and
inventory  in  the  ordinary  course consistent with past practice, transfer any
assets to any other Affiliate, or assume any Liabilities of any other Affiliate,
except  by  operation  of  law  in  the  ordinary  course;  and
(j)     enter  into  an agreement, contract, commitment or arrangement to do any
of  the  foregoing, or to authorize, recommend, propose or announce an intention
to  do  any  of  the  foregoing.
Section 7.3     Best Efforts; Certain Governmental Matters.  (a)  Upon the terms
                ------------------------------------------
     and subject to the conditions herein provided (including Section 2.3), each
of  the  parties  hereto  agrees  to use its reasonable best efforts to take, or
cause  to  be  taken,  all  actions  and  to do, or cause to be done, all things
necessary  for  it  to do under applicable Laws to consummate and make effective
the  transactions  contemplated  by  this  Agreement,  including  (i)  to comply
promptly  with all legal requirements which may be imposed on it with respect to
this  Agreement  and  the  transactions contemplated hereby (which actions shall
include furnishing all information required by applicable Law in connection with
approvals  of  or  filings with any Governmental Authority); (ii) to satisfy the
conditions  precedent  to  the obligations of such party hereto; (iii) to obtain
any  consent,  authorization,  order  or  approval  of, or any exemption by, any
Governmental  Authority  or  other  public or private third party required to be
obtained or made by Purchaser, the Seller Corporations or the Conveyed Companies
in connection with the acquisition of the Shares and the Purchased Assets or the
taking  of  any  action  contemplated  by  this  Agreement;  (iv)  to effect all
registrations,  filings and transfers of Environmental Permits necessary for the
operation of the Business and required under Environmental Laws; and (v) to take
any action reasonably necessary to vigorously defend, lift, mitigate, or rescind
the  effect  of  any litigation or administrative proceeding adversely affecting
the  acquisition  of  the  Shares  and  the  Purchased Assets or this Agreement,
including  promptly appealing any adverse court or administrative decision.  The
parties shall work together to promptly and diligently meet the requirements set
forth  in items (i) to (v) above in a manner that is reasonable to both parties,
provided,  however,  to  the  extent  necessary  to  consummate the transactions
--------   -------
contemplated  hereby  prior to the date set forth in Section 9.1(b), the parties
------
shall  use their best efforts to satisfy all obligations under (i) to (v) above.
(b)     With  respect  to  the  Milford  Facility,  Pfizer, in consultation with
Purchaser,  shall have responsibility for complying with requirements imposed by
the  Connecticut  Transfer  Act, Conn. Gen. Stat.    22a-134 et seq., due to the
                                                             --------
transactions  contemplated by this Agreement, including preparing and submitting
forms  and reports, executing required forms as the Certifying Party (as defined
under  the  Connecticut  Transfer Act), implementing Remedial Action, and paying
fees  and  costs  associated  therewith.
(c)     Purchaser  shall  execute  and  comply  with  any  and  all  land  use
restrictions,  institutional and engineering controls and/or Governmental Orders
at  a  Facility  where  Remedial  Action  is  being  conducted  pursuant to this
Agreement  that  (i)  are  required  by  any Governmental Authority; (ii) do not
interfere  with the commercial/industrial use of the Facility; (iii) prevent the
use  of  groundwater; or (iv) Pfizer's and Purchaser's environmental consultants
agree  are  necessary  because  further  Remedial  Action  will  not achieve the
Applicable  Remedial Action Standard.  If Pfizer's and Purchaser's environmental
consultants  are unable to reach such joint agreement, the provisions of Section
8.10  (d)(iii)  shall  apply.
(d)     Subject  to  appropriate  confidentiality  protections, and except where
prohibited  by  Law,  each of the parties hereto will furnish to the other party
such  necessary  information  and  reasonable assistance as such other party may
reasonably  request  in connection with the foregoing and will provide the other
party  with  copies  of  all  filings  made  by such party with any Governmental
Authority  and,  upon request, any other information supplied by such party to a
Governmental  Authority  in  connection with this Agreement and the transactions
contemplated  hereby.
(e)     Without  limiting  the  generality  of the undertakings pursuant to this
Section  7.3,  (i) Purchaser and Pfizer agree to provide or cause to be provided
promptly  to  Governmental  Authorities  with  regulatory  jurisdiction  over
enforcement of any applicable Competition Laws ("Governmental Antitrust Entity")
                                                 -----------------------------
information  and  documents  requested  by  any Governmental Antitrust Entity or
necessary,  proper or advisable to permit consummation of the acquisition of the
Shares  and  the  Purchased  Assets  and  the  transactions contemplated by this
Agreement; (ii) without in any way limiting the other provisions of this Section
7.3,  Purchaser  and  Pfizer  agree to file any notification and report form and
related  material  required  under  the  HSR  Act,  the  European Commission, if
applicable, and such other jurisdictions as the parties shall determine, as soon
as  practicable  and in any event not later than 15 Business Days after the date
hereof,  and  thereafter  use its best efforts to certify as soon as practicable
its  substantial  compliance  with  any  requests  for additional information or
documentary  material  that may be made under the HSR Act; (iii) Purchaser shall
proffer  to (A) sell or otherwise dispose of, or hold separate and agree to sell
or otherwise dispose of specific assets or categories of assets or businesses of
the  Conveyed  Companies  and  the  Purchased Assets or any of Purchaser's other
assets  or  businesses now owned or presently or hereafter sought to be acquired
by  Purchaser;  (B)  terminate any existing relationships and contractual rights
and  obligations;  and  (C)  amend  or terminate such existing licenses or other
intellectual  property  agreements  and to enter into such new licenses or other
intellectual  property  agreements  (and, in each case, to enter into agreements
with  the relevant Governmental Antitrust Entity giving effect thereto), in each
case  with  respect  to  the foregoing clauses (A), (B) or (C) if such action is
necessary  or  reasonably  advisable  to  obtain approval or consummation of the
transactions contemplated by the Agreement by any Governmental Antitrust Entity;
and  (iv)  Purchaser  shall  take  promptly,  in the event that any permanent or
preliminary  injunction  or  other  order  is  entered  or  becomes  reasonably
foreseeable  to be entered in any proceeding that would make consummation of the
acquisition  of  the  Shares  and  the  Purchased  Assets  and  the transactions
contemplated  hereby  in accordance with the terms of this Agreement unlawful or
that  would  prevent  or delay consummation of the acquisition of the Shares and
the  Purchased  Assets or the other transactions contemplated by this Agreement,
any  and  all  steps (including the appeal thereof, the posting of a bond or the
taking  of  the  steps  contemplated  by  clause  (iii)  of this subsection (c))
necessary  to vacate, modify or suspend such injunction or order so as to permit
such  consummation  on  a  Schedule as close as possible to that contemplated by
this  Agreement.  Each  of Pfizer and Purchaser will provide to the other copies
of all correspondence between it (or its advisor) and any Governmental Antitrust
Entity relating to the acquisition of the Shares and the Purchased Assets or any
of  the  matters described in this Section 7.3.  Pfizer and Purchaser agree that
all  telephone calls and meetings with a Governmental Antitrust Entity regarding
the  acquisition  of  the  Shares and the Purchased Assets or any of the matters
described  in  this  Section  7.3  shall  include  representatives of Pfizer and
Purchaser.
(f)     The  parties expressly agree: (i) that any breach by either party of its
obligations under Section 7.3(e) will cause irreparable harm to the other party;
(ii)  that each party has agreed to this transaction in specific reliance on the
other  party's  obligations  under  Section 7.3(e), and would not have otherwise
agreed  to  go  forward; and (iii) therefore, each party is entitled to specific
performance  of  the  other  party's  obligations under Section 7.3(e), and each
party  hereby  agrees in advance to the granting of such specific performance of
such  obligations  without  proof  of  actual  damages  or  harm.
(g)     In  the  event  an approval or action of a Governmental Authority (other
than  a  Governmental Authority of the United States of America (or any state or
subdivision  thereof),  Japan,  the European Union, or any Key European Country)
having  jurisdiction  that  is necessary to lawfully consummate the transactions
contemplated  hereby is not obtained on or prior to the Closing Date, Pfizer and
Purchaser  agree  to  effect  Closing  (including payment of the total Aggregate
Payment  and  Aggregate Purchase Price), subject to the terms of this Agreement,
with  respect to all Shares, Purchased Assets and Assumed Liabilities outside of
the jurisdiction of any such Governmental Authority; provided, however, that the
                                                     --------  -------
obligations  of  the parties hereto set forth in this Section 7.3 shall continue
with  respect  to  any  such approval or action until such approval or action is
given  or taken, as the case may be, and upon the occurrence of such approval or
action,  the  parties  hereto  shall  effect  transfer  of  the effected Shares,
Purchased  Assets  and  Assumed  Liabilities  in  accordance  with  the  Foreign
Implementing  Agreements  for  the jurisdiction relating thereto, subject to the
provisions of Section 2.3(c) hereof.  Each such transfer, upon occurrence, shall
be retroactive to and be deemed to have occurred on the Closing Date.  As of the
Closing  Date, Pfizer and Purchaser shall, subject to applicable Law, enter into
mutually  agreeable  alternative business arrangements consistent with the terms
of  this  Agreement  or  other arrangements which provide Purchaser with the net
economic  benefit  or loss (as determined pursuant the Letter Agreement attached
as  Exhibit  H)  of the affected Conveyed Subsidiaries and Purchased Assets from
and  after the Closing Date and continuing until any such third-party consent is
obtained.
Section  7.4     Tax  Matters.
                 ------------
(a)     (i)  Preparation  and  Filing  of Tax Returns.  Pfizer shall prepare and
             ----------------------------------------
timely  file  or shall cause to be prepared and timely filed all federal, state,
local and foreign Tax Returns in respect of the Conveyed Companies and the Asset
     Selling  Corporations, their assets and activities that (i) are required to
be filed (taking into account extensions) on or before the Closing Date; or (ii)
are required to be filed (taking into account extensions) after the Closing Date
and  (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with
respect  to  Income  Taxes and are required to be filed on a separate Tax Return
basis  for any Tax period ending on or before the Closing Date; or (C) are to be
filed  by  an Asset Selling Corporation.  Purchaser shall prepare or cause to be
prepared  and  shall file or cause to be filed all other Tax Returns required of
the  Conveyed Companies, or in respect of their assets or activities or required
to  be  filed after the Closing Date with respect to the Purchased Assets or the
Business.  Any  such  Tax  Returns  that include periods ending on or before the
Closing  Date  or  that  include  the activities of the Conveyed Companies or an
Asset  Selling  Corporation  (with respect to the Business) prior to the Closing
Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling
Corporation  (with  respect  to the Business) prior to the Closing Date, be on a
basis consistent with the last previous such Tax Returns filed in respect of the
Conveyed  Companies  or  such  Asset  Selling  Corporation  (with respect to the
Business),  unless Pfizer or Purchaser, as the case may be, concludes that there
is  no  reasonable  basis  for  such  position.  With  respect to any Tax Return
required  to  be filed by Purchaser for a taxable period that includes (but does
not  end on) the Closing Date (a "Straddle Period"), Purchaser shall deliver, at
                                  ---------------
least  30  days  prior to the due date for the filing of such Tax Return (taking
into  account extensions), to Pfizer a statement setting forth the amount of Tax
for  which  Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such
Tax Return.  Pfizer shall have the right to review such Tax Return and statement
prior  to  the filing of such Tax Return.  Pfizer and Purchaser agree to consult
and  resolve  in  good faith any issue arising as a result of Pfizer's review of
such  Tax Return and statement and mutually to consent to the filing of such Tax
Return  as  promptly  as  possible.  Unless otherwise required by an appropriate
Governmental  Authority,  neither Purchaser nor any of its Affiliates shall file
any  amended  Tax  Returns  for  any  periods  for or in respect of the Conveyed
Companies  with  respect to which Purchaser is not obligated to prepare or cause
to  be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i)
without  the  prior  written  consent  of  Pfizer  which  consent  shall  not be
unreasonably  withheld.  Neither Pfizer nor any of its Affiliates shall file any
amended Tax Returns for or in respect of the Conveyed Companies for such periods
without  the  prior  written  consent  of  Purchaser, which consent shall not be
unreasonably  withheld.  Notwithstanding  any  provision  of  this  Agreement,
Purchaser  may, at its option, make an election under Section 338(g) of the Code
with  respect  to  its  purchase  or  deemed  purchase  of  any  of the Conveyed
Companies,  in  which  event Purchaser shall be solely responsible for preparing
the separate return for any U.S. corporation reflecting the consequences of such
election,  and  shall  be  responsible  for  and  shall  pay,  any and all Taxes
resulting from such election, including any additional Taxes arising as a result
of  a  reduction in the amount of foreign tax credits and other Tax credits that
are  available  to Pfizer (computed as if Pfizer did not utilize any foreign tax
credits  or  any other Tax credits, net operating losses or other Tax attributes
to  reduce  the  additional  Taxes),  and  shall indemnify Pfizer (in the manner
provided  herein)  with respect to such Taxes.  If Pfizer determines that any of
the  Conveyed  Companies  is entitled to file or make a formal or informal claim
for  refund or file an amended Tax Return providing for a refund with respect to
a  period  for  which  it  is  obligated  to prepare or cause to be prepared the
original  such  Tax  Return  pursuant to this Section 7.4(a)(i), Pfizer shall be
entitled  to  file  or  make  such claim or amended Tax Return on behalf of such
Conveyed  Company and will be entitled to control the prosecution of such refund
claims.  In  the  event that Pfizer fails to prepare and timely file or cause to
be  prepared  and  timely filed any Tax Return or pay Taxes shown to be due with
respect  to  a Tax Return which Pfizer is obligated to prepare and file or cause
to  be  prepared  and filed pursuant to Section 7.4(a), Purchaser shall have the
right  to  prepare and file such Tax Return and pay the Taxes shown to be due on
such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to
the  contrary,  provided  such Tax Return shall be prepared and filed on a basis
consistent  with  the  principles  set  forth  in  this  Section  7.4(g)(i).
(ii)     Internal  Restructurings.  Pfizer  shall  have  the  right  to cause an
----     ------------------------
election  pursuant  to  Treasury  Regulations  Section  301.7701-3  to be filed,
----
effective from a date on or prior to the Closing Date, for those of the Conveyed
----
     Companies that are not United States entities to be treated as a branch for
U.S.  federal  Income  Tax purposes.  Prior to the Closing, Pfizer shall provide
Purchaser  with a list of all Conveyed Companies for which elections pursuant to
Treasury Regulations Section 301.7701-3 have been filed, together with copies of
such  elections.
(b)     Payment of Taxes.  Except for Taxes that are accrued or reserved against
---     ----------------
     in  the Working Capital Statement, Pfizer shall pay or cause to be paid (A)
all  Taxes  due with respect to Tax Returns which Pfizer is obligated to prepare
and  file  or cause to be prepared and filed pursuant to Section 7.4(a); and (B)
all  Taxes due with respect to Tax Returns for Straddle Periods for which Pfizer
is  responsible  pursuant to Section 7.4(g)(i).  Purchaser shall pay or cause to
be  paid  (A)  all  Taxes  due  with  respect  to Tax Returns which Purchaser is
obligated  to  prepare  and  file  or cause to be prepared and filed pursuant to
Section  7.4(a)  other  than Taxes which Pfizer shall pay or cause to be paid in
accordance  with  the preceding sentence; and (B) all Taxes owed by the Conveyed
Companies  other  than  Taxes  which  Pfizer  shall  pay  or cause to be paid in
accordance  with  the  preceding  sentence.
(c)     Tax Sharing Agreements.  On the Closing Date, all Tax sharing agreements
---     ----------------------
and  arrangements,  including  profit  pooling  or  similar  arrangements  under
non-United  States law, between (i) the Conveyed Companies, on the one hand; and
(ii)  Pfizer  or  any of its Subsidiaries or Affiliates (other than the Conveyed
Companies),  on the other hand, shall be terminated effective as of the close of
the  Closing  Date  and  have  no  further effect for any taxable year or period
(whether  a  past, present or future year or period), and no additional payments
shall  be  made  thereunder with respect to any period after the Closing Date in
respect  of  a  redetermination  of  Tax  liabilities  or  otherwise.
(d)     Carryforwards  and  Carrybacks.  Purchaser  shall  cause  the  Conveyed
---     ------------------------------
Companies  to  elect,  when permitted by law, to carry forward any net operating
---
loss,  charitable  contribution  credit  or other item arising after the Closing
--
Date  that  could,  in  the  absence  of  such an election, be carried back to a
--
taxable period of the Conveyed Companies ending on or before the Closing Date in
--
which  the  Conveyed  Companies  were  included  in a Consolidated Tax Return of
Pfizer  and  its  Affiliates.  Purchaser, on its own behalf and on behalf of its
Affiliates,  hereby  waives  any  right  to use or apply any net operating loss,
charitable  contribution  credit  or other item (including any net capital loss,
foreign tax credit or research and development credit) of the Conveyed Companies
for  any tax year ending on any date following the Closing Date to any period of
the Conveyed Companies ending on or before the Closing Date.  If any net capital
loss,  foreign  tax  credit  or research and development credit shall be carried
back  to  any  such  period, Purchaser shall indemnify Pfizer and its Affiliates
(other  than  the  Conveyed  Companies)  for  all  reasonable costs and expenses
incurred  by  Pfizer  or  any  of  such  Affiliates  in filing such claims or in
connection  with  any  audit  of  such  claims.
(e)     Refunds.  Pfizer  shall be entitled to retain, or receive prompt payment
---     -------
from  Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed
Companies) of, any refund or credit with respect to Taxes (including refunds and
credits arising by reason of amended Tax Returns filed after the Closing Date or
otherwise)  with  respect  to  any Tax period or portion thereof that ends on or
before  the Closing Date relating to the Conveyed Companies or any Asset Selling
Corporation;  provided,  however,  that (i) Purchaser and the Conveyed Companies
              --------   -------
shall  be entitled to retain, or receive prompt payment from Pfizer of, any such
refund  or credit to the extent that such refund or credit arises as a result of
the  use or application (as provided in Section 7.4(d)) of any net capital loss,
foreign  tax credit or research and development credit of the Conveyed Companies
for  any tax year ending on any date following the Closing Date to any period of
the  Conveyed  Companies  ending  on or before the Closing Date; and (ii) to the
extent  that Pfizer or any of its Affiliates (other than the Conveyed Companies)
would,  but  for the carryback by the Conveyed Companies of any such net capital
loss,  foreign  tax  credit or research and development credit, be entitled to a
refund  or  credit  in  respect  of  any net capital loss, foreign tax credit or
research  and  development credit of Pfizer or any of Pfizer's Affiliates (other
than the Conveyed Companies), Pfizer shall be entitled to receive prompt payment
from  Purchaser  of  any  such  amount  to  the  extent Purchaser has previously
received  a refund or credit from a carryback to Pfizer's return.  Purchaser and
the  Conveyed  Companies  shall be entitled to retain, or receive prompt payment
from  Pfizer  of, any refund or credit with respect to Taxes with respect to any
taxable  period beginning after the Closing Date relating to any of the Conveyed
Companies.  Purchaser  and Pfizer shall equitably apportion any refund or credit
with  respect  to Taxes with respect to a Straddle Period in a manner consistent
with  the  principles set forth in Section 7.4(g)(iii).  If a refund for which a
payment  has  been  made  to  a  party hereto (the recipient) by the other party
hereto  (the  payor)  pursuant to this Section 7.4(e) is subsequently reduced or
disallowed, the recipient shall indemnify the payor for any Tax assessed against
the  Payor  by  reason  of  such  reduction  or  disallowance.
(f)     Tax  Cooperation.  Each of Purchaser and Pfizer shall provide each other
---     ----------------
with  such  information  and  records  and make such of its officers, directors,
employees  and  agents  available  as  may reasonably be requested by such other
party in connection with the preparation of any Tax Return or any audit or other
proceeding  that  relates  to  the  Conveyed  Companies  or  the  Asset  Selling
Corporations.  Purchaser  shall, within 120 days after the Closing Date, prepare
or  cause  the  Conveyed  Companies  to prepare, in a manner consistent with the
Conveyed  Companies'  past  practice,  the tax work paper preparation package or
packages  necessary  to enable Pfizer to prepare Tax Returns Pfizer is obligated
to  prepare  or  cause  to  be  prepared.
(g)     Tax  Indemnification.
---     --------------------
(i)     Pfizer  shall  indemnify,  defend  and hold Purchaser and its Affiliates
harmless  from  and  against  all  liability  for U.S. and non-U.S. Taxes of the
Conveyed  Companies  for  any  taxable period that ends on or before the Closing
Date  and  the  portion  of  any  Straddle  Period  ending  on the Closing Date,
including  (A)  all  liability  for  any  breach of Pfizer's representations and
warranties  contained  in  Article  V or covenants contained in this Article VII
with  respect  to  the  Conveyed  Companies;  (B)  all liability (as a result of
Treasury Regulation Section 1.1502-6(a) or otherwise) for Taxes of Pfizer or any
     other  Person (other than the Conveyed Companies) which is or has ever been
affiliated  with  the  Conveyed  Companies,  or with whom the Conveyed Companies
otherwise  join  or have ever joined (or are or have ever been required to join)
in  filing  any  consolidated,  combined  or  unitary  Tax  Return, prior to the
Closing;  (C)  all  liability  for  Taxes  of  the  Business which constitutes a
Retained  Liability  pursuant  to  Section  2.6  of  this Agreement; and (D) all
liability  for  reasonable legal, accounting and appraisal fees and expense with
respect  to  any  item  described in clause (A) or (B) above; provided, however,
                                                              --------  -------
that  Pfizer's indemnity obligation for Taxes pursuant to this Section 7.4(g)(i)
shall  be  reduced  by  refunds of Taxes (excluding carrybacks from post-Closing
Date  years  to  the  extent  permitted  hereunder) with respect to such periods
received  after  the  Closing Date by Purchaser or any of its Affiliates and not
previously  remitted  to Pfizer. Notwithstanding the foregoing, Pfizer shall not
indemnify,  defend  or hold harmless Purchaser or any of its Affiliates from any
liability  for Taxes (a) attributable to (i) any election under any provision of
the  Code (including Section 338(g)) or any other action taken, (ii) any failure
to  comply  with  Law  or (iii) any other failure to act which constitutes gross
negligence  or  willful  misconduct  on  the  part  of  Purchaser  or any of its
Affiliates that (A) would otherwise give rise to a Pfizer Tax indemnity payment,
(B) is made after the Closing by Purchaser, any of its Affiliates (including the
Conveyed  Companies) or any transferee of Purchaser or any of its Affiliates and
(C)  is  not  expressly  required  or  otherwise  expressly contemplated by this
Agreement  and  has  not  been  approved  in writing by Pfizer (a "Purchaser Tax
                                                                   -------------
Act");  or  (b) to the extent accrued or reserved against in the Working Capital
Statement.  Purchaser  shall pay to Pfizer the amount of Tax savings realized by
Purchaser  or  any  of  its  Affiliates  as  a  result  of  any  loss  or credit
carryforwards of the Conveyed Companies existing as of the Closing Date, as soon
as practicable after such savings may be realized.  Further, Pfizer's obligation
to  indemnify,  defend  or hold harmless Purchaser or any of its Affiliates from
any  liability  shall  terminate effective with the expiration of the applicable
statute  of  limitations  (including  extensions)  in respect of such liability.
(ii)     Purchaser  shall, and shall cause the Conveyed Companies to, indemnify,
defend  and hold Pfizer and its Affiliates harmless from and against, (A) except
to  the  extent Pfizer is otherwise required to indemnify Purchaser for such Tax
pursuant  to  Section  7.4(g)(i),  all  liability  for  Taxes  of  the  Conveyed
Companies;  (B)  all  liability  for  Taxes attributable to a Purchaser Tax Act,
including  all  liability  for Taxes resulting from Purchaser making an election
under Section 338(g) of the Code with respect to its purchase or deemed purchase
of  any  of the Conveyed Companies, and any additional Taxes arising as a result
of  a  reduction in the amount of foreign tax credits and other Tax credits that
are  available  to Pfizer (computed as if Pfizer did not utilize any foreign tax
credits  or  other  Tax credits, net operating losses or other Tax attributes to
reduce  the  additional  Taxes);  and  (C)  all  liability for reasonable legal,
accounting and appraisal fees and expenses with respect to any item described in
clause  (A)  or  (B) above.  Purchaser's obligation to indemnify, defend or hold
harmless  Pfizer  or  any  of  its Affiliates from any liability shall terminate
effective  with  the  expiration  of  the  applicable  statute  of  limitations
(including  extensions)  in  respect  of  such  liability.
(iii)     In  the  case  of  any  Straddle  Period:
(A)     The  periodic  Taxes  of  the  Conveyed  Companies that are not based on
income or receipts (e.g., property Taxes) for the portion of any Straddle Period
                    ----
     ending on the Closing Date (the "Pre-Closing Tax Period") shall be computed
                                      ----------------------
based upon the ratio of the number of days in the Pre-Closing Tax Period and the
number  of  days  in  the  entire  Tax  Period;  and
(B)     Taxes  of  the  Conveyed Companies for the Pre-Closing Tax Period (other
than  Taxes  described  in Section 7.4(g)(iii)(A) above) shall be computed as if
such  taxable  period ended as of the close of business on the Closing Date and,
in the case of any Taxes of the Conveyed Companies attributable to the ownership
by  the  Conveyed  Companies  of any equity interest in any partnership or other
"flowthrough"  entity,  as  if  a  taxable  period  of such partnership or other
"flowthrough"  entity  ended  as  of  the close of business on the Closing Date.
(iv)     Any  indemnity  payment  required  to  be made pursuant to this Section
7.4(g)  shall  be  made within 30 days after the indemnified party makes written
demand  upon the indemnifying party, but in no case earlier than 5 Business Days
prior  to  the  date  on which the relevant Taxes are required to be paid to the
relevant  taxing  authority  (including  estimated  Tax  payments).
(v)     Any  indemnity  payment made pursuant to this Section 7.4(g), other than
for  Straddle  Period  Taxes pursuant to the first sentence of Section 7.4(b)(B)
shall  be  treated  as  an  adjustment  to  the  price paid by Purchaser for the
relevant  Conveyed  Company  for Tax purposes, unless a final determination with
respect to the indemnified party or any of its Affiliates causes such payment to
be  treated other than as an adjustment to the purchase price for federal Income
Tax  purposes.
(h)     Timing Adjustment.  In the event that a final determination (which shall
---     -----------------
     include the execution of an IRS Form 870-AD or successor form) results in a
timing  difference (e.g., an acceleration of income or delay of deductions) that
                    ----
would  increase  Pfizer's  liability  for  Taxes pursuant to this Section 7.4 or
results  in a timing difference (e.g., an acceleration of deductions or delay of
                                 ----
income)  that  would  increase  Purchaser's liability for Taxes pursuant to this
Section  7.4,  Purchaser  or  Pfizer,  as  the  case may be, shall promptly make
payments to Pfizer or Purchaser as and when Purchaser or Pfizer, as the case may
be, actually realizes any Tax benefits as a result of such timing difference (or
under  such  other  method  for  determining  the  present  value  of  any  such
anticipated  Tax  benefits  as  agreed to by the parties).  Such Tax benefit for
federal,  state  and  local  Income  Tax purposes shall be computed for any year
using Purchaser's or Pfizer's, as the case may be, actual tax liability with and
without  giving  effect  to  such  timing  difference.
(i)     Tax  Contests.
---     -------------
(A)     If  a claim shall be made by any taxing authority (a "Tax Claim") which,
                                                              ---------
if  successful, might result in an indemnity payment pursuant to Section 7.4(g),
the indemnifying party shall promptly notify the indemnified party of such claim
     no  later  than  20  Business  Days after such Tax Claim is made; provided,
                                                                       --------
however,  the  failure to provide such notification within such period shall not
    ---
release  the  indemnifying  party from its indemnification obligations hereunder
except  to  the  extent  the  indemnified  party  is  prejudiced  thereby.
(B)     With  respect to any Tax Claim relating to a taxable period ending on or
before  the  Closing Date or relating to or affecting a Consolidated Tax Return,
Pfizer  shall  control  all  proceedings  and  may  make  all decisions taken in
connection  with  such  Tax  Claim (including selection of counsel) and, without
limiting  the foregoing, may in its sole discretion pursue or forego any and all
administrative  appeals,  proceedings,  hearings and conferences with any taxing
authority  with respect thereto, and may, in its sole discretion, either pay the
Tax  claimed and sue for a refund where applicable law permits such refund suits
or contest the Tax Claim in any permissible manner.  Purchaser shall be entitled
to  be  informed of such Tax Claim within a reasonable time after such Tax Claim
is  asserted  and  the  developments  with  respect  to  such  Tax  Claim at any
administrative  meeting,  conference,  hearing  or  other  proceeding.
(C)     Except  as otherwise provided in Section 7.4(i)(B), Pfizer and Purchaser
shall  jointly  control  and  participate in all proceedings taken in connection
with  any Tax Claim relating to Taxes of the Conveyed Companies for any Straddle
Period.  Neither  Pfizer  nor  Purchaser shall settle any such Tax Claim without
the  prior  written  consent  of  the  other,  which  shall  not be unreasonably
withheld.
(D)     Except  as  otherwise  provided  in  Section  7.4(i)(B), Purchaser shall
control  all  proceedings with respect to Taxes for any taxable period beginning
after  the  Closing  Date.
(E)     Purchaser,  the  Conveyed  Companies  and  each  of  their  respective
Affiliates,  on  the  one hand, and Pfizer and its respective Affiliates, on the
other,  shall  cooperate  in  contesting  any Tax Claim, which cooperation shall
include  the  retention and (upon request) the provision to the requesting party
of  records  and  information  which  are reasonably relevant to such Tax Claim,
making  employees available on a mutually convenient basis to provide additional
information  or  explanation of any material provided hereunder or to testify at
proceedings  relating  to  such  Tax Claim.  Purchaser shall execute and deliver
such  powers  of  attorney and other documents as are necessary to carry out the
intent  of  this  Section.
Section 7.5     Employees and Employee Benefits.  (a)  Employees (US) - Offer of
                -------------------------------        -------------------------
     Employment;  Continued  Employment;  Severance.  Purchaser  agrees to offer
     ----------------------------------------------
employment as of 12:01 a.m. on the day immediately following the Closing Date to
each  Employee (US) (or to cause the Conveyed Companies to offer to continue the
employment of each of their Employees (US)) in the same or a comparable position
and  at a rate of pay at least equal to such Employee's rate of pay in effect on
the  Closing  Date  and with benefits which shall be substantially comparable in
the  aggregate to the employee benefits as are set forth in Schedule 7.5(a) and,
                                                            ---------------
in  the  event  of  Purchaser's  termination  of employment of an Employee (US),
identical  to  such  other  benefits  as are set forth in the Employee Severance
Program  in Schedule 7.5(a)(i).  The employee benefit plans, programs, policies,
            ------------------
and  fringe  benefits  of  Purchaser set forth on Schedule 7.5(a)(iii), provided
                                                  --------------------
Purchaser makes an additional fully vested contribution of 3.5% of each Affected
Employee's pay (to include base salary, bonus, overtime, shift differentials and
premium  pay)  for the balance of the two-year benefit comparabilty period (such
period  shall be reduced by the period of time during which Purchaser replicates
Pfizer's  employee  benefit  plans),  to  the  Pension  Plus Match Account to be
established for each Affected Employee under Purchaser's Defined Benefit Pension
Plan (regardless of whether such Affected Employee is otherwise a participant in
such  plan or Purchaser's Savings Plan) shall be deemed substantially comparable
in  the  aggregate  to the employee benefit plans, programs, policies and fringe
benefits  of  Pfizer.  Such  contribution  by  Purchaser  to Purchaser's Defined
Benefit  Pension  Plan shall be made on each of the first and second anniversary
of  the  Closing  Date.  Nothing  herein  shall  require  Purchaser  to  provide
post-retirement  medical  or  other  post-retirement  welfare  benefits  to  any
Affected  Employee  or  their  dependents.  For  purposes  of  this Section 7.5,
references to "pay" shall include base pay plus any commission, bonus, incentive
pay, overtime, premium pay, and shift differentials, but shall exclude retention
and  retention/performance  allowances.  Such  employment shall be at a location
that  is  no more than 30 miles farther than the distance between the employee's
home  and  the  employee's principal place of employment as of the Closing Date.
Schedule 7.5(a)(ii) (which shall be updated by Pfizer on the Closing Date) shall
 ------------------
set  forth  the  name of each Employee (US), and his or her current rate of pay,
position  and  date of hire.  Purchaser shall have no obligation whatsoever with
regard  to  (i) former employees of the Business who are retired, or who are not
or  shall  have  ceased  to  be  Employees  (US) as of the Closing Date, or (ii)
employees  who  do  not  accept  the  offer  of  employment  or  continuation of
employment  given by Purchaser in accordance with this Section 7.5(a) and do not
work  for Purchaser or its Affiliates for at least one day, unless such employee
is  otherwise  an  Affected Employee.  Purchaser shall be solely responsible for
all  salaries or wages (including commissions, bonuses, incentive pay, overtime,
premium  pay,  shift differentials and severance pay) accruing after the Closing
Date  with  respect  to  the  Affected  Employees.  The  following conditions of
employment  shall  remain unchanged until the date immediately following the 2nd
anniversary  of the Closing Date: (i) the location requirement described in this
Section  7.5(a)  and  (ii)  the  pay  and  benefits  comparability  requirements
described  in  this  Section  7.5(a),  and the obligations described in Schedule
                                                                        --------
7.5(a)(i).  Notwithstanding  the foregoing sentence, Purchaser or its Affiliates
    -----
may  terminate  an  Employee  (US)  during  such  2-year  period  due  to
"Performance-Related  Terminations"  or  "Curtailment  or  Cessation  of
Operations/Reorganization/Position Elimination" (as those terms are described in
Exhibit  E,  the  Pfizer  Employee  Separation Plan) as long as Purchaser or its
Affiliates  (i)  first  offers  such  employee the opportunity to sign a release
agreement  in  substantially  the  form attached hereto as Exhibit F (individual
termination)  or  Exhibit  G  (group  termination), as appropriate, (ii) pays or
otherwise  provides  severance  benefits  to  such  employee  in accordance with
Pfizer's  Employee  Separation Plan and (iii) provides benefits continuation and
other  benefits  as  set  forth  in  Schedule 7.5(a)(i), provided, however, that
                                     ------------------  --------  -------
Purchaser  or  its  Affiliates  may terminate an Employee (US) without paying or
otherwise  providing severance benefits to such employee in accordance with such
policy and practice if such employee is terminated, in the reasonable discretion
of  Purchaser  or  its  Affiliates,  "for cause" (as such term is defined in the
Pfizer  Employee  Separation  Plan).  Notwithstanding  anything  to the contrary
herein,  on  the  date  immediately following the 2nd anniversary of the Closing
Date, Purchaser shall provide pay and benefits and severance plans, programs and
policies  which  are  no  less  favorable than those provided to other similarly
situated  employees of Purchaser, as the case may be.  Except with regard to any
defined  benefit  pension plans maintained by Purchaser, employees shall also be
provided  credit by Purchaser for all service with Pfizer and its Affiliates, to
the  same extent as such service was credited for such purpose by Pfizer and its
Affiliates,  under (x) all employee benefit plans, programs, policies and fringe
benefits  of  Purchaser  described  in  Schedule  7.5(a)(iii)  for  purposes  of
                                        ---------------------
eligibility,  vesting and benefit accrual, and (y) severance plans, programs and
policies  for  purposes  of  calculating  the  amount  of  each  such employee's
severance  benefits.
(b)     Qualified  Plans.  (i)  Pfizer  sponsors  the  following  Plans covering
---     ----------------
Employees  (US)  which  are intended to be qualified under Section 401(a) of the
---
Code (collectively, the "Pfizer Qualified Plans"):  the Pfizer Savings Plan (the
--                       ----------------------
     "Savings  Plan")  and  the  Warner-Lambert Retirement Plan (the "Retirement
      -------------                                                   ----------
Plan").  Effective  as  of the Closing Date, the Seller Corporations shall cause
   -
each  Affected  Employee  who  is  a participant in one or both Pfizer Qualified
Plans  to become one hundred percent (100%) vested in his or her accrued benefit
under  each  such  Plan.
(ii)     Effective as of 12:01 a.m. on the day immediately following the Closing
     Date,  each  participant  in  a  Pfizer  Qualified  Plan who is an Affected
Employee shall cease to be an active participant under each such Plan, and shall
become  a  participant  in  the  Purchaser Qualified Plans as listed in Schedule
                                                                        --------
7.5(b)(ii)  (such  plans  being  collectively  referred  to  as  the  "Purchaser
    ------                                                             ---------
Qualified  Plans").  Purchaser  shall  ensure that the Purchaser Qualified Plans
    ------------
will  recognize  the  accrued  service of Affected Employees with Pfizer and its
Affiliates  up to and including the Closing Date for all purposes, to the extent
credited under the terms of the corresponding Pfizer Qualified Plan as in effect
on  the  Closing  Date.  As  soon  as practicable after the Closing Date, Pfizer
shall  deliver  such  accrued service data to Purchaser.  Purchaser shall assume
all  liabilities  with respect to Employees (US) under Purchaser Qualified Plans
for  benefits  accrued  after  the  Closing  Date.
(iii)     If  Purchaser maintains or establishes a Purchaser Qualified Plan that
corresponds  with  the  Savings  Plan  ("Purchaser  Savings Plan"), Pfizer shall
                                         -----------------------
cause,  as  soon  as  practicable  after  the  Closing Date, the Savings Plan to
transfer the account balance of each Affected Employee to such Purchaser Savings
Plan  as  of  the  valuation  date  next  preceding  the  date  of  transfer.
(iv)     With  respect  to  the Purchaser Qualified Plan that corresponds to the
Retirement Plan (the "Purchaser Defined Benefit Pension Plan"), Pfizer agrees to
                      --------------------------------------
calculate and transfer to such Purchaser Defined Benefit Pension Plan as soon as
practicable  after  the Closing Date the amount required under Section 414(l) of
the  Code,  reflecting  the  appropriate  PBGC  assumptions  in effect as of the
Closing Date.  In the event the amount required under Section 414(l) of the Code
is less than the aggregate ABO determined as of the Closing Date of the Affected
Employees  under the Retirement Plan, Pfizer shall pay in cash (plus interest at
LIBOR  minus  1/8%  for the period from the Closing Date to the payment date) to
Purchaser upon, or as soon as practicable after, the Closing Date the difference
between  the aggregate ABO and the amount of assets transferred to the Purchaser
Defined  Benefit  Pension  Plan  pursuant  to  Section  414(l)  of the Code.  In
calculating  the aggregate ABO for Affected Employees under the Retirement Plan,
Pfizer  shall  utilize  the  same  assumptions  (including  the  discount  rate
assumption)  that  it  used  in  its  most  recent  financial disclosure for the
Retirement Plan.  Service with Pfizer and its Affiliates shall be counted toward
vesting  and  eligibility  under  the  Purchaser  Defined  Benefit Pension Plan.
Purchaser shall recognize service with Pfizer and its Affiliates with respect to
the  level of benefit accrual to be prospectively credited to such Employee from
the  Closing  Date forward under the Purchaser Defined Benefit Pension Plan (but
no benefit accrual under the provisions of the Purchaser Defined Benefit Pension
Plan  shall  be  attributable  to  such  service  to Pfizer and its Affiliates).
Purchaser  shall cause the Purchaser Defined Benefit Pension Plan to maintain as
a  separate  frozen  accrued benefit under such plan the accrued benefit of each
Affected  Employee  under the Retirement Plan determined as of the Closing Date.
Purchaser  shall  recognize  service  with  both  Pfizer  and its Affiliates and
Purchaser  for  determining  any  early  retirement  subsidies  that  may  be
attributable  to  determining  such  frozen  accrued  benefit.  In addition, the
optional  form  of benefit subsidies that are provided under the Retirement Plan
shall  be  provided on the frozen accrued benefit.  As soon as practicable after
the  Closing  Date, Pfizer shall deliver such accrued service date to Purchaser.
(v)     Purchaser, on the one hand, and Pfizer, on the other hand, each agree to
use commercially reasonable efforts and to cooperate with the other to effect as
promptly  as  possible  the  transfers  of  assets  contemplated  under Sections
7.5(b)(iii) and 7.5(b)(iv), subject to Pfizer's receipt of satisfactory evidence
that  the  Purchaser  Qualified  Plans are in compliance with all relevant Laws;
such  evidence  shall  include  a  current determination letter from the IRS and
representations  satisfactory to Pfizer from the administrators of the Purchaser
Qualified  Plans.  If  a  current  determination  letter  has not been obtained,
Purchaser  and  its  counsel  shall  provide a representation that the Purchaser
Qualified Plans are qualified under Section 401(a) of the Code and that a timely
application  for  a determination letter is pending and that Purchaser will take
all  necessary  steps  to  secure  a determination letter.  Pfizer and Purchaser
shall  each  bear their own individual costs regarding the transfer of assets as
contemplated  under  Sections  7.5(b)(iii)  and  7.5(b)(iv).
(vi)     Pfizer shall deliver to Purchaser as soon as practicable following such
request,  all  data  and records reasonably requested by Purchaser in connection
with  its  administration  of  retirement  benefits for those Affected Employees
transferred  to  the  Purchaser  Qualified  Plans.
(c)     Non-Qualified  Plans.  Certain  of the Affected Employees participate in
---     --------------------
(i)  the  Warner-Lambert  Excess  Savings  Plan,  (ii) the Warner-Lambert Excess
Retirement  plan,  (iii)  the  Pfizer  Supplemental  Savings  Plan,  (iv)  the
Warner-Lambert  Incentive  Compensation Plan and (v) the Warner-Lambert Overseas
Retirement Plan.  The pre-Closing liabilities associated with the Warner-Lambert
     Excess  Savings  Plan,  the Warner-Lambert Overseas Retirement Plan and the
Warner-Lambert Incentive Compensation Plan shall remain as liabilities of Pfizer
after  the  Closing and Pfizer shall administer the benefits payable under those
arrangements.  Upon the Closing, Pfizer shall transfer to Purchaser assets equal
to  the aggregate accrued liability attributable to the Affected Employees as of
the Closing Date of each non-qualified plan described in this Section 7.5(c)(ii)
and  (iii),  and  Purchaser  shall  assume  all  liabilities attributable to the
Affected  Employees  incurred  under said non-qualified plans as of the Closing.
In  measuring  the  liabilities attributable to the Affected Employees under the
non-qualified  plans,  Pfizer  shall use the assumptions (including the discount
rate  assumption)  utilized  in its most recent financial disclosures concerning
the  non-qualified  plans.
(d)     Accrued  Entitlements.  Purchaser  shall  be responsible for all accrued
---     ---------------------
entitlements,  including vacation days, for Affected Employees as of the Closing
--
Date  consistent  with  Pfizer's  policies  in  respect  thereof.
(e)     Medical and Welfare Plan Obligations.  Effective on the Closing Date and
---     ------------------------------------
continuing  until  on or about December 31, 2003, each Employee (US) who accepts
employment  with  Purchaser  shall  continue  to  be  eligible  for  and/or  to
participate  in health and welfare plans that are substantially similar to those
plans  currently  maintained  by Pfizer, and Pfizer shall provide administrative
services  with  respect  to such plans pursuant to the terms of Article 2 of the
Transition  Services  Agreement.  Notwithstanding  the foregoing, nothing herein
shall  be  construed  as  an  obligation by Purchaser to provide post-retirement
medical or other post-retirement welfare benefits to any Affected Employees, and
Purchaser  expressly  disclaims  any obligation to do so.  Effective on or about
January  1,  2004,  each Employee (US) shall be eligible to participate in those
medical  and  welfare  benefit  plans  maintained by Purchaser for its similarly
situated  Employees,  and  Purchaser  agrees  to  waive  any  waiting periods or
limitations  for  preexisting  conditions  under  its  medical,  dental,  life
insurance, short-term and long-term disability plans, and any other similar such
plans,  and  shall  ensure  that such employees are given credit for any amounts
paid  toward  deductibles, out-of-pocket limits or other fees on or prior to the
Closing  Date.  Claims  by  an Affected Employee for medical and dental services
rendered  as  of  12:01  a.m.  on the day immediately following the Closing Date
shall  be  the  responsibility  of  the  medical  and  dental  plans provided by
Purchaser  to  such  employees.  Claims incurred for medical and dental services
for Affected Employees rendered prior to and including the Closing Date shall be
the responsibility of the group medical and dental plans of Pfizer or the Seller
Corporation  which  covered  such  employees  prior to and including the Closing
Date.
(f)     Employees  (non-US)  -  Offer  of  Employment;  Continued  Employment;
---     ----------------------------------------------------------------------
Severance.  Purchaser  agrees  to  offer  employment as of 12:01 a.m. on the day
---     -
immediately  following  the  Closing Date to each Employee (non-US) (or to cause
---
the  Conveyed  Companies  to  offer  to continue the employment of each of their
--
Employees (non-US)) in the same or a comparable position and at a rate of pay at
--
least  equal  to  such  employee's rate of pay in effect on the Closing Date and
with  benefits  which  shall  be  substantially  comparable  to  such employee's
benefits  which are in effect on the Closing Date.  Schedule 7.5(f) (which shall
                                                    ---------------
be  updated  by  Pfizer  on  the  Closing Date) shall set forth the name of each
Employee  (non-US).  Purchaser  agrees  to deal with employee matters, including
offers  of  employment,  compensation,  benefits  (including Foreign Plans), and
severance payment and benefit continuation matters for Employees (non-US) in the
same  manner  as the manner in which Employees (US) matters have been dealt with
in  this  Article  VII, subject to such modifications as are necessary to comply
with  applicable Laws of the foreign countries and their political subdivisions;
applicable  labor agreements; local Pfizer policies, programs and practices; and
established  local  business  custom in similar transactions.  In the event that
Purchaser  is  required  to  assume  any  unfunded liabilities under any Foreign
Plans,  such  liabilities under such Foreign Plans shall be accrued and provided
for  on  the  Closing  balance  sheet.  In  measuring the liabilities under such
unfunded  Foreign  Plans, Pfizer shall value those liabilities on the same basis
that  it  valued such liabilities for accounting and funding purposes within the
foreign  jurisdiction  in  which  such Plans are maintained.  With regard to the
Foreign  Plans  maintained  in  Japan,  France,  Canada  and Taiwan, Pfizer will
transfer  to  the  analogous  Purchaser  Plan  as  soon as practicable after the
Closing Date the aggregate ABO of the Affected Employees who participate in such
Foreign  Plans,  or  such  amount  as  shall  be  required  by applicable Law or
regulation  of  the applicable jurisdiction.  In the event such legally-required
amount  is  less  than the ABO, Pfizer shall pay in cash (plus interest at LIBOR
minus 1/8% for the period from the Closing Date to the payment date) upon, or as
soon  as  practicable  after,  the  Closing  Date,  the  difference  between the
aggregate  ABO  and  the  amount  of  assets legally required to be transferred.
(i)     The  calculation  of the ABO for purposes of Section 7.5(b)(iv) and this
Section  7.5(f)  shall be subject to review and approval of Purchaser's actuary,
but  such  approval shall relate only to the calculation of the ABO on the basis
set  forth  in  this  Agreement  and  not  as  to  the  assumptions  themselves.
(ii)     Pfizer  will use its best efforts to effect the transfer of sponsorship
of  the  Foreign  Plan  in  the  United Kingdom (the "UK Wilkinson Sword Pension
                                                      --------------------------
Plan")  from  Wilkinson  Sword  to  Pfizer  prior  to  the  Closing  Date.
(g)     Employees  (US) and Employees (non-US) Absent on Disability or Leaves of
---     ------------------------------------------------------------------------
Absence  -  Offer  of  Employment;  Continued  Employment;  Severance.  When  an
---------------------------------------------------------------------
Employee  (US)  or  Employee (non-US) who is, on the Closing Date, absent due to
-------
illness or on short-term disability (including maternity disability) or workers'
--
     compensation  seeks  to  return to active employment, Purchaser shall offer
immediate  employment  to  such employee in the same or a comparable position to
that  which the employee occupied before such absence but only at such time that
such  employee is medically capable of performing the essential functions of the
position  occupied  immediately  before  such  absence.  In  addition, immediate
employment  in  the same or comparable positions will be offered by Purchaser to
those  Employees (US) and Employees (non-US) returning from authorized leaves of
absence  such  as  parental,  family  and  medical, and military leaves or other
leaves  where  return  to  work  is  subject  to  statutory  requirements.  Such
employees,  returning  from  disability or leaves of absence, will be subject to
the  same  pay,  benefits, severance and all other policies, plans, programs and
arrangements  as stipulated in this Article VII for similarly situated Employees
(US)  and  Employees  (non-US).
(h)     No  Third  Party  Beneficiaries.  Except  as  expressly provided herein,
---     -------------------------------
nothing  contained  herein, expressed or implied, is intended to confer upon any
---
Employee of Seller Corporations or the Conveyed Companies any benefits under any
benefit  plans,  programs,  policies  or other arrangements, including severance
benefits  or  right  to employment or continued employment with Purchaser or any
Affiliate of Purchaser for any period by reason of this Agreement.  In addition,
the  provisions  of  this Agreement, in particular this Article VII, are for the
sole benefit of the parties to this Agreement and are not for the benefit of any
third  party.
(i)     Warner-Lambert  Enhanced  Severance  Plan.  Pfizer  will  retain
---     -----------------------------------------
responsibility  for  all  liabilities  pursuant  to  the Warner-Lambert Enhanced
---     ----
Severance  Plan  ("ESP")  incurred on or prior to the Closing Date including any
---                ---
payments  and  benefits due as a result of the transactions contemplated by this
--
Agreement  or  as  a result of the Closing.  With respect to the individuals set
forth  on  Schedule  7.5(i),  Purchaser  shall  assume  responsibility  for such
-          ----------------
liabilities  and  obligations  pursuant  to  the  ESP  incurred  as  a result of
Purchaser's actions in terminating (either actually or constructively as defined
in the ESP) the employment of any individual listed on Schedule 7.5(i) after the
                                                       ---------------
Closing  Date  and  within  the  protection period applicable to such individual
under  the  ESP.
Section 7.6     Certain Dividends, Etc.  Notwithstanding any provision herein to
                -----------------------
     the  contrary  (including  Section  7.2),  each  Conveyed  Company  will be
permitted  to  distribute  to  Pfizer  or  any  one  or  more  of its designated
Affiliates,  effective  as of the Closing Date, up to the amount of its retained
earnings accrued through the Closing Date, but not in excess of cash on hand and
in no event to be effected through any additional borrowings from Pfizer, any of
its  Affiliates  or  any  third  person.  In addition, Pfizer and its Affiliates
shall  be  permitted  to  continue  to  conduct  their activities regarding cash
management  matters  relating  to  the  Business  (including  the collection and
transfer  of  accounts  receivable  and  disbursement  of  funds  by  Pfizer) in
accordance  with the practice in effect as of the date of this Agreement, except
as  may  be  affected  by actions taken pursuant to Section 2.4(b) and as may be
necessary  to  settle  intercompany  payables  and  receivables  and  to  effect
intercompany  funding.  After the Closing Date, Purchaser shall take all actions
(or  shall  cause  its  Affiliates  to take all actions) reasonably requested by
Pfizer  to effect the provisions of this Section 7.6.  Any action taken pursuant
to  this  Section 7.6 after the Closing Date shall be deemed for the purposes of
Section  2.8  to have occurred on the Closing Date and shall be reflected in the
calculation of the Working Capital of the Business pursuant to such Section 2.8.
Section  7.7     Resignations;  Delivery of Surveys and Title Policies.  (a)  At
                 -----------------------------------------------------
the  Closing  and  except as otherwise requested by Purchaser in writing, Pfizer
will deliver to Purchaser the resignations (effective on or prior to Closing) of
all  directors  and non-employee officers of each of the Conveyed Companies from
their  positions.
(b)     Pfizer  shall,  and  shall cause its Affiliates to, deliver to Purchaser
copies  of  all  surveys  and  title  policies relating to each Facility that is
located  in  the  United States and the appropriate evidence of ownership of the
Facilities  that  are  located  outside  of  the United States promptly upon the
receipt  of  such  surveys,  title  policies  and  evidence  of  ownership.
Section  7.8     Bulk  Transfer  Laws.  Purchaser  acknowledges  that the Seller
                 --------------------
Corporations  have  not taken, and do not intend to take, any action required to
comply  with  any  applicable  bulk  sale or bulk transfer laws or similar laws.
SECTION 7.9      Noncompetition.  (a)  Subject to the provisions of this Section
                 --------------
7.9,  Pfizer  agrees  that for a period of 2 years from the Closing Date, Pfizer
shall  not,  and it shall cause its Subsidiaries not to, compete in any material
respect  with  the  Business  as  conducted as of the Closing Date ("Competitive
                                                                     -----------
Activity");  provided, however, that it shall not be deemed to be a violation of
    ----     --------  -------
this subsection for Pfizer or any of its Subsidiaries (t) to engage, directly or
indirectly,  in  the  research, manufacture or sale of any human pharmaceutical,
human consumer healthcare or animal pharmaceutical product or any medical device
for the delivery of human or animal pharmaceutical products; (u) to invest in or
own  any  debt  securities or other debt obligations; (v) to invest in any third
Person  (including  any  corporation  or mutual or other fund) which invests in,
manages  or  operates  a Competitive Activity, so long as Pfizer's or any of its
Subsidiary's  investment  is less than 15% of the outstanding ownership interest
in  such  third Person and Pfizer and its Subsidiaries do not control or conduct
such third Person or Competitive Activity; (w) to invest in, own an interest in,
or  acquire  all or a majority of the stock or assets of any Person which is not
engaged  primarily in a Competitive Activity; (x) to invest in securities having
less  than  20% of the outstanding voting power of any Person, the securities of
which  are  publicly  traded  or  listed on any securities exchange or automated
quotation  system;  (y)  to  invest  in any Person after the Closing Date to the
extent that Pfizer or a Subsidiary had, directly or indirectly, acquired, or had
a right to acquire, such interest prior to the date of this Agreement; or (z) to
own any equity interests through any employee benefit plan or pension plan.  For
purposes  of  this  Section  7.9,  "engaged primarily in a Competitive Activity"
shall mean that greater than 35% of the aggregate net revenue derived during the
last complete fiscal year of such Person (calculated on a consolidated basis) is
derived  from  the Competitive Activity.  Each investment or acquisition made by
Pfizer  or  its  Subsidiaries which is subject to the provisions of this Section
7.9  must  be  permissible  hereunder  at the time of such investment; provided,
                                                                       --------
however,  that  any  such  investment  which  was  permissible  when made cannot
    ---
thereafter  be  the  basis  of  a  claim  of violation of this Section 7.9.  The
    ---
restrictions contained in this Section 7.9 shall not apply to any portion of the
    --
Business  that  cannot  be  sold  as  a result of any restriction imposed by any
Governmental  Authority,  any  part of the Business subject to the provisions of
7.3(g)  or  activities  in  connection  with  the  Business  pursuant  to  the
Transitional  Services  Agreement.
(b)     For a period of 2 years after the Closing Date, Pfizer shall not, and it
     shall  cause  its  Subsidiaries  not  to, directly or indirectly, induce or
attempt  to  induce  any  officers,  Employees,  representatives  or  agents  of
Purchaser  or  any of its Affiliates engaged solely in the Business to leave the
employ  of  Purchaser  or  any  such Affiliate for employment with Pfizer or its
Subsidiaries,  or  violate  the  terms  of  their  contracts,  or any employment
arrangements,  with Purchaser or any such Affiliate, except that nothing in this
sentence shall restrict or preclude the rights of Pfizer and its Subsidiaries to
make  generalized  searches  for  employees  by the use of advertisements in the
media  (including trade media) or by engaging search firms to engage in searches
that  are  not  targeted  or  focused on the Employees employed by the Business.
(c)     Notwithstanding  anything to the contrary contained in subsection (a) of
this  Section  7.9,  Pfizer  and  its  Subsidiaries  shall not be deemed to have
violated  the  restrictions contained in Section 7.9(a) in the event that Pfizer
or  a  Subsidiary acquires (by purchase of stock or assets, merger or otherwise)
or  invests in any Person engaged primarily in a Competitive Activity; provided,
                                                                       --------
however,  that  Pfizer  or  such Subsidiary thereafter divests a portion of such
-------
Competitive  Activity  within 18 months from the date of purchase of such Person
---
so  as  to  be  in  compliance  with  Section  7.9(a).
(d)     Prior  to  Closing,  except  as  otherwise  agreed  in  writing, neither
Purchaser  nor  any  of  its  Affiliates  will  offer or provide employment on a
full-time  or part-time or consulting basis to any individual employed by Pfizer
or any of its Affiliates, except that nothing in this sentence shall restrict or
preclude the rights of Purchaser and its Affiliates to make generalized searches
for  employees by the use of advertisements in the media (including trade media)
or  by  engaging  search  firms  to  engage in searches that are not targeted or
focused  on  the  employees  of  Pfizer  or  any  of  its  Affiliates.
(e)     Pfizer  and  Purchaser  acknowledge that this Section 7.9 constitutes an
independent  covenant and shall not be affected by performance or nonperformance
of  any  other  provision  of  this Agreement.  Each of Pfizer and Purchaser has
independently consulted with its counsel and after such consultation agrees that
the  covenants  set  forth in this Section 7.9 are reasonable and proper.  It is
the  desire  and  intent  of the parties that the provisions of this Section 7.9
shall  be  enforced  to the fullest extent permissible under applicable Law.  If
all  or  part of this Section 7.9 is held invalid, illegal or incapable of being
enforced  by  any  Law  or public policy, all other terms and provisions of this
Agreement  shall  nevertheless  remain in full force and effect.  If any part of
this Section 7.9 is held to be excessively broad as to duration, scope, activity
or  subject, such part will be construed by limiting and reducing it so as to be
enforceable  to  the  maximum  extent  compatible  with  applicable  Law.
Section  7.10     Transitional  Services.  At  the Closing, Purchaser and Pfizer
                  ----------------------
shall  enter  into,  execute  and  deliver  a  transitional  services  agreement
substantially  to  the effect set forth in Exhibit C (the "Transitional Services
                                                           ---------------------
Agreement").
 --------
Section  7.11     Transitional  Intellectual Property License Agreement.  At the
                  -----------------------------------------------------
Closing,  Purchaser  and  Pfizer  shall  enter  into,  execute  and  deliver  a
transitional intellectual property license agreement substantially to the effect
set  forth  in  Exhibit  D  (the  "Transitional  Intellectual  Property  License
                                   ---------------------------------------------
Agreement").
        -
Section  7.12     Compliance  with  WARN,  Etc.  With  respect  to WARN or other
                  -----------------------------
similar  Laws  of  any  jurisdiction, Purchaser will timely give any notices and
take  any  other  actions  as  may  be  required  thereunder.
Section  7.13     Foreign  Implementing  Agreements.  As promptly as practicable
                  ---------------------------------
after the date hereof, Pfizer and Purchaser shall cause the Foreign Implementing
Agreements  to  be  prepared  and  executed  by  their  applicable  Affiliates.
Section  7.14     Litigation  Support.  Purchaser  and its Affiliates on the one
                  -------------------
hand  and  Pfizer  and its Affiliates on the other hand will cooperate with each
other in the defense or settlement of any Liabilities (including Product Claims)
or lawsuits involving the Business for which they have responsibility under this
Agreement  by providing the other party and such other party's legal counsel and
other  designated  Persons  access  to  employees,  records,  documents,  data,
equipment,  facilities,  products,  parts,  prototypes  and  other  information
regarding  the Business and its products as such other party may request, to the
extent  maintained  or  under  the possession or control of the requested party.
The  requesting  party  shall  reimburse  the  other  party  for  its reasonable
out-of-pocket expenses paid to third parties in performing its obligations under
this  Section  7.14.  Pfizer  shall keep Purchaser informed of the status of the
pendency  of  the  relevant  Liabilities and lawsuits involving the Business for
which  it  has  responsibility  under  this  Agreement, will advise Purchaser of
material  issues involved in the litigation and will use commercially reasonable
efforts  to  seek a confidentiality agreement with respect to any settlements of
such  lawsuits.  For  so  long  as  any  Liabilities  or  lawsuits involving the
Business  for  which  Pfizer  has  responsibility  under  this  Agreement remain
outstanding,  Purchaser  will  advise  Pfizer of material issues involved in the
lawsuits  involving  the  Business  for which it has responsibility and will use
commercially reasonable efforts to seek a confidentiality agreement with respect
to  any  settlements  of  such  lawsuits.
Section  7.15     Insurance.  As  of  the  Closing  Date, the coverage under all
                  ---------
insurance  policies  related  to  the  Business (other than such policies as are
included  in the Purchased Assets, if any, or such policies, if any, held by the
Conveyed  Companies  outside  of  the Pfizer Corporate Insurance Program and are
solely  related  to  the Business and are not shared with other Pfizer entities)
shall  continue  in  force  only  for the benefit of the Seller Corporations and
their  Affiliates  and  not  for  the benefit of Purchaser.  Purchaser agrees to
arrange for its own insurance policies with respect to the Business covering all
periods,  provided,  however,  that  to  the  extent any insurance policy covers
          --------   -------
claims  that arose prior to the Closing but are asserted against Purchaser after
the  Closing,  any  payments on such claims by such policy shall be paid over to
Purchaser  to  the  extent such claims were not previously indemnified by Pfizer
(and  Pfizer  shall  use  all reasonable efforts to facilitate the making of and
payment  on  such  claim).
Section  7.16     Trade  Notification;  Notification of Certain Matters; Revised
                  --------------------------------------------------------------
Schedules.  (a)  Pfizer  and  Purchaser shall agree on the method and content of
  -------
the notifications to customers of the sale of the Purchased Assets to Purchaser.
Pfizer  and  Purchaser  agree  that said notifications are to provide sufficient
advance  notice  of  the  sale  and  the  plans  associated  therewith, with the
objective  of  minimizing  any  disruption  of  the  Business.
(b)     Pfizer  shall  give prompt notice to Purchaser, and Purchaser shall give
prompt  notice to Pfizer, of (i) the occurrence of any event which constitutes a
breach  of  a  representation, warranty or covenant contained in this Agreement;
and  (ii) any material failure of Pfizer or the Selling Corporations (on the one
hand)  or  Purchaser  (on the other hand), as the case may be, to comply with or
satisfy  any  covenant, condition, or agreement to be complied with or satisfied
by  it hereunder; provided, however, that the delivery of any notice pursuant to
     this  Section  7.16(b)  shall  not  limit  or otherwise affect the remedies
available  hereunder to the party receiving such notice.  Pfizer shall also give
immediate  notice  to  Purchaser  of the occurrence of any other event likely to
result in a Material Adverse Effect on the Business, taken as a whole, including
developments  with  respect  to  New  Products.
(c)     Prior  to  the  Closing,  Pfizer  will  provide  Purchaser with a set of
updated  disclosure  Schedules.  The  provision  of  such  updated  disclosure
Schedules  shall  not  be  deemed  to  cure  any breach of any representation or
warranty  made  in  this Agreement on the date hereof or have any effect for the
purpose  of  determining  the  compliance  by Pfizer with any covenant set forth
herein.  No  update  to  any  Schedule shall be deemed to cure any breach of any
representation  or  warranty  made  in this Agreement as of the Closing Date, or
amend or otherwise modify a condition set forth in Article IV to the extent that
such  update  constitutes  a  Material  Adverse  Change  since  the date hereof.
Section  7.17     Products  Received by Asset Selling Corporations.  If products
                  ------------------------------------------------
of the Business are received by any Asset Selling Corporation after the Closing,
     Pfizer shall cause such Asset Selling Corporation to ship those products to
Purchaser,  or  Purchaser's  stated  representative,  at  Pfizer's  cost  unless
otherwise provided in the Transitional Services Agreement.  Within 15 days after
notification  from  an Asset Selling Corporation, Purchaser shall reimburse such
Asset  Selling  Corporation  for  all  customer  claims  made against such Asset
Selling  Corporation  in  the  form of invoice deductions for amounts associated
with such returned products which are received by such Asset Selling Corporation
or  Asset  Selling  Corporation's  agent  after  the  Closing.
Section  7.18     Audited  Financial Statements.  Within forty-five (45) days of
                  -----------------------------
Closing,  Pfizer  shall prepare and deliver to Purchaser at the cost and expense
of  Purchaser  financial  statements  for  the year ended December 31, 2002 (the
"2002  Financial  Statements"), which shall be prepared in accordance with GAAP,
    ------------------------
and  shall fairly present in all material respects, (i) the financial condition,
assets  and  liabilities of the Business (excluding Excluded Assets and Retained
Liabilities)  as  of  the  dates  therein  specified;  and  (ii)  the results of
operations  of  the  Business  for  the  periods  indicated.  Pfizer  shall  use
commercially  reasonable  efforts  to  cause  KPMG  to review and audit the 2002
Financial  Statements,  which  review  and  audit  shall  be  completed  within
forty-five  (45) days of Closing.  Purchaser shall provide Pfizer with access to
the  books,  records,  and  personnel  of  the Business to the extent reasonably
necessary for Pfizer to prepare the 2002 Financial Statements.  Purchaser agrees
to  reimburse  Pfizer  for  its  actual  cost  of  such  audit.
Section  7.19     New  Products.  (a)  Pfizer  shall use commercially reasonably
                  -------------
efforts  to cause the Conveyed Companies or Asset Selling Corporations after the
date hereof to incur and/or contract to incur in the aggregate not less than 90%
of  the  capital  expenditure  amounts set forth in Schedule 7.19(a) hereto with
                                                    ----------------
respect  to  the  launch  of the Intuition project, and not less than 75% of the
capital expenditure amounts set forth in Schedule 7.19(a) hereto with respect to
                                         ----------------
the launch of the H3 project for the periods set forth in such Schedule.  To the
extent  the  Asset  Selling Corporations and Conveyed Companies do not incur the
amounts  set  forth  in the forgoing sentence with respect to the period between
the  date  hereof  and  the Closing (measured on a pro-rata basis if the Closing
shall occur on a date other than the last day of a month) unless the requirement
to  incur  such  capital  expenditure  is waived by Purchaser ("Required Capital
Expenditure"),  Pfizer  shall  pay  to  Purchaser such amount as is equal to the
excess  of  the  Required Capital Expenditure and the actual capital expenditure
for  such  period.  During  the  year  ended  December  31,  2002,  the Conveyed
Companies  and the Asset Selling Corporations incurred not less than $29,000,000
of  capital  expenditures in the aggregate with respect to projects set forth in
Schedule  7.19(a).
 ----------------
(b)     Pfizer  shall  cause  the Asset Selling Corporations and/or the Conveyed
Companies  to  incur  or commit to incur media slot purchases in connection with
the  launch  of  the  "Intuition"  project  in amounts not less than 100% of the
amounts  set  forth  on  Schedule  7.19(b)  for  the  periods  set forth on such
                         -----------------
Schedule.
(c)     Pfizer  shall, at Closing, transfer to Purchaser all of its rights under
confidentiality  agreements  entered  into  with  other  parties relating to the
Business  or  the  New  Products  and, to the extent any of such confidentiality
agreements are not transferable to Purchaser, Pfizer shall take such actions, at
Purchaser's  expense,  as  Purchaser  may  reasonably  request  to  enforce  the
obligations  of  confidentiality  under  such  agreements.
(d)     Pfizer  shall  cause  the Asset Selling Corporations and/or the Conveyed
Companies to incur or commit to build inventory in connection with the launch of
the  "Intuition" project in a commercially reasonable manner for the periods set
forth  on  Schedule  7.19(d).
           -----------------
(e)     Nothing  contained  in  this  Section  or  otherwise  shall  be deemed a
representation  of  the performance level that will be attained in the future by
the  "Intuition"  project  or  other  new  projects.
Section  7.20     Intercompany  Debt.  Pfizer  shall cause, at or before 60 days
                  ------------------
after  the  Closing  Date,  all  Intercompany  Receivables  and all Intercompany
Payables  as  at Closing (other than (i) Business Intercompany Balances and (ii)
the  Hong Kong Debt) to be paid or otherwise discharged in full, so that no such
Intercompany  Liabilities  or  Intercompany Receivables will be reflected in the
Working  Capital  Statement.  The  net  effect  of  the  remaining  Intercompany
Liabilities  and  Intercompany  Receivables  (comprising  (i)  the  Business
Intercompany  Balances and (ii) the Hong Kong Debt), as reflected in the Working
Capital  Statement  will  be  zero.  Pfizer  shall  be  responsible  for any tax
liability  arising  from  the  actions  taken  pursuant  to  this  Section 7.20.
Section 7.21     Cash and Bank Accounts. (a) With respect to the Business, until
                 ----------------------
the  Closing  Date,  Pfizer  shall  continue to employ cash management practices
consistent  with those employed immediately prior to the date of this Agreement,
including  (i) continuing to collect funds generated from the Business from bank
accounts  of  Pfizer,  the Asset Selling Corporations and the Conveyed Companies
and  through  Pfizer's  standard  cash  management  transfer  system;  and  (ii)
continuing  to  fund the bank accounts of Pfizer, the Asset Selling Corporations
and  the Conveyed Companies in connection with cash disbursements related to the
Business.
(b)     All  collection and disbursement bank accounts of the Conveyed Companies
existing  as  of  the  Closing  Date,  including  the balances therein, shall be
retained  at  Closing  by  such Conveyed Companies, which shall retain liability
with  respect  to  all checks or other drafts or withdrawals written on all such
accounts  prior  to  the  Closing.  Notwithstanding  the  foregoing,  it  is the
intention  of  the parties that the book cash balance of the Conveyed Companies,
in  the  aggregate,  as  of 11:59 PM on the day before the Closing Date shall be
zero  unless  otherwise agreed to by Purchaser.  Further it is the intent of the
parties that the cash book accounts in each foreign jurisdiction where such cash
     cannot be readily remitted to the United States without a tax penalty shall
be  withdrawn  by  Pfizer  prior to Closing so that excess cash beyond the short
term  need of the Business in such jurisdiction is zero.  To the extent that the
actual  cash  balance  at  the  Closing  Date, determined in the ordinary course
consistent  with  past  practices,  is  negative,  such negative amount shall be
treated  as a current liability on the Working Capital Statement.  To the extent
that  the  actual  book cash balance is positive, such excess over zero shall be
treated  as  a  current  asset on the Working Capital Statement.  The balance of
book cash, and the calculation of current assets and liabilities for purposes of
the  Working  Capital Statement, shall be determined consistently, and as of the
same  cut-off time.  All disbursement bank accounts of Pfizer which are utilized
by  the  Business  prior  to  the  Closing  Date shall be retained at Closing by
Pfizer,  which shall retain liability with respect to all checks or other drafts
or  withdrawals written on all such accounts prior to 11:59 PM on the day before
the Closing Date.  At Closing, no other checks or other drafts or withdrawals of
the  Business  shall be made against such accounts, except as may be provided in
the Transitional Services Agreement.  All bona fide checks and other instruments
deposited in Pfizer accounts or accounts of the U.S. Conveyed Companies prior to
the  Closing  Date  and  related  to  the  operations  of the Business which are
returned  to  such accounts thereafter shall be assigned to and shall become the
responsibility  of  Purchaser,  and  Purchaser shall reimburse Pfizer as soon as
practicable  for all such items returned to Pfizer accounts upon the transfer to
Purchaser  of  all rights relating to such checks or instruments and the receipt
by  Purchaser  or  a  Conveyed  Company  of  payment  in cash in respect of such
returned  items; provided that such reimbursement shall be limited to the amount
actually  received  by  Purchaser  or a Conveyed Company and Purchaser shall use
commercially  reasonable  best  efforts  to  collect  such  checks  in  full.
(c)     The  parties  agree  to  cooperate  with each other in managing the cash
accounts  of  the  Business prior to Closing to meet the short term needs of the
Business prior to and after Closing and effectuate the intent of the parties set
forth  in  subsections  (a)  and  (b)  above.
ARTICLE  VIII

INDEMNIFICATION
Section  8.1     Indemnification  by  Pfizer.  (a)  Subject to the provisions of
                 ---------------------------
this  Article  VIII,  Pfizer  agrees  to  defend,  indemnify  and  hold harmless
Purchaser  and  its  Affiliates, and, if applicable, their respective directors,
officers, agents, employees, successors and assigns from and against any and all
     claims,  actions, causes of action, judgments, awards, Liabilities, losses,
costs  or  damages  (collectively, a "Loss" or, the "Losses") claimed or arising
                                      ----           ------
directly  from  (i) any Excluded Asset or Retained Liability, (ii) any breach by
any  Seller  Corporation of any of its covenants or agreements contained in this
Agreement,  (iii)  any  breach  of  any  warranty  or  representation  of Pfizer
contained  in  this  Agreement, or (iv) any non-compliance with bulk transfer or
similar  Laws  to the extent the underlying obligation to the creditor is not an
Assumed  Liability.
(b)     Purchaser  shall  take  and  shall  cause  its  Affiliates  to  take all
commercially  reasonable  steps  to mitigate any Loss upon becoming aware of any
event  which  would  reasonably  be  expected  to,  or  does, give rise thereto,
including  incurring  costs  only  to the minimum extent necessary to remedy the
breach  which  gives  rise  to  the  Loss.
(c)     Nothing  in  this  Section  8.1 shall be construed to impose Liabilities
with  respect  to  Taxes.
Section 8.2     Indemnification by Purchaser.  (a)  Subject to the provisions of
                ----------------------------
     this  Article VIII, Purchaser agrees to defend, indemnify and hold harmless
the  Seller  Corporations  and  their  Affiliates,  and,  if  applicable,  their
respective  directors,  officers, agents, employees, successors and assigns from
and  against  any  and all Loss claimed or arising directly from (i) any Assumed
Liability, (ii) any breach by Purchaser of any of its covenants or agreements in
this  Agreement, (iii) any breach of any warranty or representation of Purchaser
contained  in  this  Agreement, or (iv) events occurring on or after the Closing
Date  in  connection  with  the  Business,  the  Purchased Assets, or the Shares
including  the  use,  ownership,  possession,  operation  or  occupancy  of  any
Facility,  Leased  Real  Property or Real Property, the Intellectual Property of
the  Business,  the  Purchased  Assets, or the Shares from and after the Closing
Date.
(b)     Pfizer  shall  take  and  cause  its Affiliates to take all commercially
reasonable  steps  to  mitigate  any Loss upon becoming aware of any event which
would reasonably be expected to, or does, give rise thereto, including incurring
     costs only to the minimum extent necessary to remedy the breach which gives
rise  to  the  Loss.
(c)     Nothing  in  this  Section  8.2 shall be construed to impose Liabilities
with  respect  to  Taxes.
Section  8.3     Notice of Claims.  (a)  If any of the Persons to be indemnified
                 ----------------
under  this  Article VIII (the "Indemnified Party") has suffered or incurred any
                                -----------------
Loss,  the Indemnified Party shall so notify the party from whom indemnification
is  sought  (the "Indemnifying Party") promptly in writing describing such Loss,
                  ------------------
the  amount  or  estimated  amount  thereof,  if  known or reasonably capable of
estimation,  and  the  method  of  computation of such Loss, all with reasonable
particularity  and containing a reference to the provisions of this Agreement or
any  other  agreement,  instrument  or  certificate delivered pursuant hereto in
respect of which such Loss shall have occurred.  If any action at Law or suit in
     equity  is instituted by or against a third party with respect to which the
Indemnified  Party  intends  to claim any Liability as a Loss under this Article
VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such
action  or  suit and tender to the Indemnifying Party the defense of such action
or  suit.  A  failure  by the Indemnified Party to give notice and to tender the
defense  of  the  action or suit in a timely manner pursuant to this Section 8.3
shall  not  limit  the  obligation  of the Indemnifying Party under this Article
VIII,  except  (i)  to the extent such Indemnifying Party is prejudiced thereby,
(ii)  to  the extent expenses are incurred during the period in which notice was
not  provided,  and  (iii)  as  provided  by  Section  8.5.
(b)     Except  when  a notice, report or other filing must be filed immediately
pursuant to Environmental Laws, Purchaser will provide notice and an opportunity
     to  comment  to  Pfizer  before  Purchaser  files any Required Governmental
Report  or  any  other  report,  notification  or  filing  with any Governmental
Authority  or  third  party in connection with an event that would be reasonably
likely  to  result  in  a Loss subject to the indemnification provisions of this
Article.  In  the  event  Purchaser  is required to file a Required Governmental
Report  or  any other report, notification or filing immediately, Purchaser will
provide  simultaneous  notice  to  Pfizer  when  it  files  the  report with the
Governmental  Authority.
Section  8.4     Third  Party  Claims.  (a)  The  Indemnifying  Party under this
                 --------------------
Article  VIII  shall  have  the  right,  but  not the obligation, to conduct and
control, through counsel of its choosing, any third party claim, action, suit or
     proceeding  (a  "Third  Party  Claim"),  and  the  Indemnifying  Party  may
                      -------------------
compromise  or  settle the same, provided that the Indemnifying Party shall give
the  Indemnified  Party advance notice of any proposed compromise of settlement,
and  provided,  further,  that  Third  Party Claims (other than those related to
     --------   -------
Retained  Liabilities)  may  be compromised or settled by the Indemnifying Party
only  with  the  consent  of  the  Indemnified  Party  if any such compromise or
settlement could reasonably be expected to have an adverse impact on the ongoing
Business.  No  Indemnified  Party may compromise or settle any Third Party Claim
for  which  it  is  seeking indemnification hereunder without the consent of the
Indemnifying  Party.  The  Indemnifying Party shall permit the Indemnified Party
to  participate  in,  but  not  control,  the defense of any such action or suit
through  counsel  chosen  by  the  Indemnified Party, provided that the fees and
expenses  of  such  counsel  shall  be  borne  by the Indemnified Party.  If the
Indemnifying  Party  elects not to control or conduct the defense or prosecution
of a Third Party Claim, the Indemnifying Party nevertheless shall have the right
to  participate  in  the defense or prosecution of any Third Party Claim and, at
its  own  expense,  to  employ  counsel  of  its  own choosing for such purpose.
(b)     The  parties hereto shall cooperate in the defense or prosecution of any
Third  Party  Claim,  with such cooperation to include (i) the retention and the
provision  of the Indemnifying Party records and information that are reasonably
relevant  to  such Third Party Claim, and (ii) the making available of employees
on  a  mutually  convenient  basis  for  proving  additional  information  and
explanation  of  any  material  provided  hereunder.
Section  8.5     Expiration.  (a)  Notwithstanding anything in this Agreement to
                 ----------
the  contrary,  if  the  Closing shall have occurred, all covenants, agreements,
warranties  and  representations  made  herein  or  in any certificate delivered
pursuant  to  Exhibit  A  or  B  shall survive the Closing.  Notwithstanding the
foregoing,  all representations and warranties made herein or in any certificate
delivered  pursuant to Exhibit A or B, and all indemnification obligations under
Sections 8.1. and 8.2 with respect to any such representation or warranty, shall
     terminate  and  expire  on,  and no action or proceeding seeking damages or
other  relief  for  breach  of  any  thereof  or  for  any  misrepresentation or
inaccuracy  with respect thereto shall be commenced after the 2nd anniversary of
the  Closing  Date,  unless  prior  to  such  anniversary  date  a  claim  for
indemnification  with  respect  thereto  shall  have  been made, with reasonable
specificity,  by written notice given under Section 8.3, provided, however, that
                                                         --------  -------
the  representations  and warranties set forth in Section 5.11 of this Agreement
and  all  indemnification  obligations  under Sections 8.1. with respect thereto
shall  terminate  and  expire on, and no action or proceeding seeking damages or
other  relief  for  breach  of  any  thereof  or  for  any  misrepresentation or
inaccuracy  with respect thereto shall be commenced after the 3rd anniversary of
the  Closing  Date,  unless  prior  to  such  anniversary  date  a  claim  for
indemnification  with  respect  thereto  shall  have  been made, with reasonable
specificity,  by  written  notice given under Section 8.3 and provided, further,
                                                              --------  -------
that  that  the representations and warranties set forth in Section 5.16 of this
Agreement  and  all  indemnification obligations under Sections 8.1 with respect
thereto  shall  terminate  and  expire  at,  and no action or proceeding seeking
damages  or  other relief for breach of any thereof or for any misrepresentation
or inaccuracy with respect thereto shall be commenced after, the expiration date
of any applicable statute of limitations, unless prior to such expiration date a
claim  for  indemnification  with  respect  thereto  shall  have been made, with
reasonable  specificity,  by  written  notice  given  under  Section  8.3.
(b)     As  to  indemnification obligations under Section 8.1(a)(i) with respect
to  subparagraph  (ii)  of the definition of Excluded Environmental Liabilities,
such  obligations  shall  terminate  and  expire on, and no action or proceeding
seeking  damages  or other relief with respect thereto shall be commenced after,
the  3rd  anniversary of the Closing Date, unless prior to such anniversary date
Third  Party  Claims  shall  have  been  made  against the Indemnified Party and
written  notice  thereof  had  been  given  to  Pfizer  under  Section  8.3.
(c)     As  to  indemnification obligations under Section 8.1(a)(i) with respect
to  subparagraph  (iii) of the definition of Excluded Environmental Liabilities,
such  obligations  shall  terminate  and  expire on, and no action or proceeding
seeking  damages,  relief  or  indemnity with respect thereto shall be commenced
after, the 2nd anniversary of the Closing Date, unless prior to such anniversary
date  Third  Party Claims shall have been made against the Indemnified Party and
written  notice  thereof  had  been  given  to  Pfizer  under  Section  8.3.
(d)     As  to  indemnification obligations under Section 8.1(a)(i) with respect
to  subparagraph  (vi)  of the definition of Excluded Environmental Liabilities,
such  obligations  shall  terminate  and  expire on, and no action or proceeding
seeking  damages,  relief  or  indemnity with respect thereto shall be commenced
after, the 5th anniversary of the Closing Date, unless prior to such anniversary
date  Third  Party Claims shall have been made against the Indemnified Party and
written  notice  thereof  had  been  given  to  Pfizer  under  Section  8.3
(e)     As  to  indemnification obligations under Section 8.1(a)(i) with respect
to  subparagraph  (vii) of the definition of Excluded Environmental Liabilities,
such  obligations  shall  terminate  and  expire on, and no action or proceeding
seeking  damages,  relief  or  indemnity with respect thereto shall be commenced
after,  the  10th  anniversary  of  the  Closing  Date,  unless  prior  to  such
anniversary date Third Party Claims shall have been made against the Indemnified
Party  and  written  notice  thereof  had been given to Pfizer under Section 8.3
Section  8.6     Certain Limitations.  (a)  Notwithstanding the other provisions
                 -------------------
of  this Article VIII, Pfizer shall not have any indemnification obligations for
Losses  under  Section  8.1(a)(iii),  (i) for any individual item where the Loss
relating  thereto  is  less  than $75,000 and (ii) in respect of each individual
item where the Loss relating thereto is equal to or greater than $75,000, unless
     the aggregate amount of all such Losses exceeds $10,000,000, in which event
Pfizer  shall  be  required  to  pay  the  amount  of  such Losses which exceeds
$10,000,000  but  only  up  to a maximum amount of 20% of the Aggregate Purchase
Price,  except with respect to Losses related to breaches of the representations
set forth in Sections 5.2 and 5.3 of this Agreement, for which there shall be no
maximum  indemnification  amount.
(b)     Notwithstanding  the  provisions  of this Article VIII, Pfizer shall not
have  any  indemnification  obligations  for  Losses  under Section 8.1(a)(i) in
respect of Excluded Environmental Liabilities, (i) for any individual item where
     the  Loss  relating  thereto is less than (x) $50,000 with respect to items
falling  within  subparagraph  (iii) of the definition of Excluded Environmental
Liabilities, (y) $150,000 with respect to items falling within subparagraph (ii)
of  the  definition  of  Excluded  Environmental  Liabilities,  (z) $50,000 with
respect  to items falling within subparagraph (vi) of the definition of Excluded
Environmental  Liabilities  relating  to  harm  or  injury to any person, public
health  or  natural  resources,  and (aa) $100,000 with respect to items falling
within subparagraph (vi) of the definition of Excluded Environmental Liabilities
related  to  harm  or  injury  to  real  property,  and  (ii) in respect of each
individual  item where the Loss relating thereto is equal to or greater than the
minimum amounts set forth in clause (i), unless the aggregate amount of all such
Losses  exceeds  $2,000,000,  in which event Pfizer shall be required to pay the
amount  of such Losses which exceeds $2,000,000, but only up to a maximum amount
of  $22,500,000.
(c)     Notwithstanding  the  provisions  of this Article VIII, Pfizer shall not
have  any  indemnification  for  Losses  under  8.1(a)(i)  with respect to items
falling  within  subparagraph  (vii) of the definition of Excluded Environmental
Liabilities  to  the  extent  such  losses  exceed  $20,000,000.
Section  8.7     Losses Net of Insurance, Etc.  The amount of any Loss for which
                 ----------------------------
indemnification  is  provided  under  Section 8.1 or 8.2 shall be net of (i) any
accruals  or  reserves  on  the  Financial  Statements  or  the  Working Capital
Statement,  (ii)  any amounts recovered by the Indemnified Party pursuant to any
indemnification  by or indemnification agreement with any third party, (iii) any
insurance  proceeds  or other cash receipts or sources of reimbursement received
as  an  offset against such Loss (each Person named in clauses (ii) and (iii), a
"Collateral  Source"), and (iv) an amount equal to any tax benefit that resulted
 ------------------
in  an  actual reduction in cash payments for Taxes in the same fiscal year such
Losses  were  incurred  by  the  Indemnified Party in connection therewith.  The
Indemnified  Party  shall use commercially reasonable efforts to maximize actual
tax  benefits.  Indemnification  under  this Article VIII shall not be available
unless  the Indemnified Party first uses commercially reasonable efforts to seek
recovery  from  all  Collateral  Sources.  The Indemnifying Party may require an
Indemnified  Party  to  assign  the  rights  to  seek  recovery  pursuant to the
preceding  sentence; provided, however, that the Indemnifying Party will then be
responsible  for  pursuing  such  claim at its own expense.  If the amount to be
netted  hereunder  from  any  payment  required  under  Sections  8.1  or 8.2 is
determined  after  payment  by  the  Indemnifying  Party of any amount otherwise
required  to  be  paid  to  an  Indemnified  Party  to  this  Article  VIII, the
Indemnified  Party  shall  repay  to the Indemnifying Party, promptly after such
determination,  any amount that the Indemnifying Party would not have had to pay
pursuant  to  this  Article VIII had such determination been made at the time of
such  payment.
Section  8.8     No  Consequential  Damages.  NOTWITHSTANDING  ANYTHING  TO  THE
                 --------------------------
CONTRARY  CONTAINED  HEREIN,  NO  PARTY  TO THIS AGREEMENT SHALL BE LIABLE TO OR
OTHERWISE  RESPONSIBLE  TO  ANY OTHER PARTY HERETO OR ANY AFFILIATE OF ANY OTHER
PARTY HERETO FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR FOR DIMINUTION
IN  VALUE  OR  LOST PROFITS THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE
PERFORMANCE  OR  BREACH  HEREOF  OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER.
Section  8.9     Sole  Remedy/Waiver.  The  parties hereto acknowledge and agree
                 -------------------
that  the remedies provided for in this Agreement shall be the parties' sole and
exclusive  remedy  with  respect  to the subject matter of this Agreement, other
than  with  respect to remedies for fraud or intentional breach.  In furtherance
of  the  foregoing, the parties hereby waive, to the fullest extent permitted by
applicable Law, any and all other rights, claims and causes of action (including
rights of contributions, if any) known or unknown, foreseen or unforeseen, which
exist  or  may  arise  in  the  future,  that  it  may  have  against the Seller
Corporations  or any of their Affiliates, or Purchaser or any of its Affiliates,
as  the case may be, arising under or based upon any federal, state or local Law
(including  any  such  Law relating to environmental matters or arising under or
based upon any securities Law, common Law or otherwise); provided, however, that
                                                         --------  -------
neither  of the parties waive any rights, claims and causes of action (including
rights of contributions, if any) known or unknown, foreseen or unforeseen, which
exist  or  may  arise in the future, related to the alleged fraud or intentional
breach  of  this  Agreement  by  the  other  party  hereto.
Section  8.10     Procedures  for Remedial Actions.  Notwithstanding anything to
                  --------------------------------
the contrary in this Agreement, except as otherwise provided in Sections 8.3 and
8.4  of this Agreement, obligations for Remedial Action under this Agreement and
obligations  with respect to the covenants in Sections 7.3(b) and 7.3(c) of this
Agreement  are  subject  to  the  provisions  of  this  Section  8.10.
(a)      Pfizer  shall  have  the  right  but  not the obligation to conduct and
control  the  management  of  a  Remedial  Action  at a property included in the
Purchased  Assets that is subject to indemnification pursuant to this Agreement.
     Pfizer  must  notify  Purchaser,  within  30  days  of receipt of notice of
Purchaser's  claim  for  indemnification for such matter, that (i) it intends to
undertake  said  responsibility  or  (ii)  that  more information is needed from
Purchaser  before  Pfizer  can  reasonably  determine  that Purchaser's claim is
subject to indemnification pursuant to this Agreement.  Purchaser shall promptly
respond  to  such  requests  for  information (to the extent such information is
reasonably  available  to  Purchaser)  and,  within  30  days of receipt of such
information,  Pfizer shall notify Purchaser as to whether it shall undertake the
Remedial  Action.  Prior  to  a determination by Pfizer that it will undertake a
Remedial  Action  pursuant  to  this  Section,  Purchaser  shall take only those
actions necessary to comply with applicable Laws or address conditions that pose
an  immediate  and  acute health risk (unless additional actions are approved by
Pfizer  or  unless  additional  actions are required to comply with Governmental
Orders).
(b)     Notwithstanding  anything to the contrary in this Agreement, in relation
to  the  Known Milford Issues, Pfizer shall be deemed to have given notice under
Section  8.10(a).
(c)     In  undertaking a Remedial Action pursuant to this Section, Pfizer shall
retain  a qualified independent environmental consultant, which consultant shall
be subject to Purchaser's approval (such approval not to be unreasonably delayed
or  withheld).  Pfizer  shall  consult with Purchaser in all material aspects of
the  Remedial  Action.  Pfizer  shall undertake such Remedial Action in a prompt
and  expeditious fashion in accordance with applicable Laws and shall not cause,
through  its  own inaction, any undue delay in obtaining written notice from the
appropriate  Governmental Authority that no further investigation or remediation
is  necessary  with  respect  to  the  matter  that  is  the  subject  of  the
indemnification claim to meet the Applicable Remedial Action Standards or, if no
Governmental  Authority  is  involved in such matter, a good faith determination
from  its  environmental consultant that no further investigation or remediation
is  required  to  bring  the  Purchased  Assets into conformance with Applicable
Remedial  Action  Standards.  Pfizer  shall  comply  with  all  applicable Laws,
including  all  applicable  Environmental  Laws, with respect to its performance
pursuant  to  this  Section.  Pfizer  shall  provide  copies to Purchaser of all
written  notices,  final  submissions,  final  work plans, and final reports and
shall  give  Purchaser  a reasonable opportunity (at Purchaser's own expense) to
comment  on  any  submissions  Pfizer  intends  to  deliver  or  submit  to  the
appropriate  Governmental Authority prior to said submission.  Purchaser may, at
its  own  expense, hire its own consultants, attorneys or other professionals to
monitor  the Remedial Action, including any field work undertaken by Pfizer, and
Purchaser  shall  provide  Pfizer  with  the  results  of  all  such monitoring.
Notwithstanding  the  above,  Purchaser  shall  not  take any actions that shall
unreasonably interfere with Pfizer's performance of the Remedial Action.  Pfizer
shall  undertake  any such work required herein in a manner designed to minimize
any  disruption, to the greatest extent possible, with the conduct of operations
at  the  Conveyed  Companies.  Purchaser shall allow Pfizer reasonable access to
conduct  any  of  the  work  contemplated  herein and shall fully cooperate with
Pfizer  in  the  performance  of the Remedial Action, including providing Pfizer
with  reasonable  access  to  employees  and  documents  as  necessary.
(d)     Pfizer's  performance  of  any  Remedial Action pursuant to this Section
8.10 shall be deemed to be complete (i) upon receipt of notice from the relevant
Governmental Authority indicating that no further Remedial Action is required to
be  conducted  (a  "Governmental Sign-Off"); or (ii) where allowed by applicable
Environmental Law, a certification from a licensed environmental professional or
its equivalent that no further action is necessary under applicable Laws (unless
within  the  time specified by applicable Law, if any, the relevant Governmental
Authority  determines  that further Remedial Action is required); or (iii) if no
Governmental  Authority  has  asserted  jurisdiction  or if for any other reason
Governmental  Sign-Off  is  not  obtainable,  when  Pfizer's  and  Purchaser's
environmental  consultants  jointly  agree  that  the  Remedial  Action has been
completed  in accordance with the Applicable Remedial Action Standard; provided,
                                                                       ---------
however,  that  if Pfizer's and Purchaser's environmental consultants are unable
--------
to  reach  such  joint  agreement,  then  Pfizer's and Purchaser's environmental
consultants  shall  jointly select an independent third environmental consultant
(the  "Independent  Consultant") acceptable to each of them and that Independent
Consultant  shall  review  all  relevant  information  provided  by  Pfizer  and
Purchaser  and  shall make a determination, which determination shall be binding
on both Pfizer and Purchaser, as to whether the Remedial Action has achieved the
Applicable  Remedial  Action Standard and no further action is required.  In the
event  the  Independent  Consultant  finds that additional work is required, the
scope  and  extent  of  that work shall be negotiated by the parties.  All fees,
costs  and  expenses  of  the Independent Consultant shall be borne equally (50%
each)  by  Pfizer  and  Purchaser.
(e)     If  Pfizer declines to undertake the performance of a Remedial Action as
provided  in  Section  8.10(a),  Purchaser  shall  be  entitled to undertake the
Remedial  Action  to  the Applicable Remedial Action Standards.  Purchaser shall
promptly provide copies to Pfizer of all notices, correspondence, draft reports,
submissions,  work  plans,  and final reports and shall give Pfizer a reasonable
opportunity  (at  Pfizer's  own expense) to comment on any submissions Purchaser
intends  to  deliver  or  submit to any appropriate Governmental Agency prior to
said  submission.  Pfizer  may,  at  its  own expense, hire its own consultants,
attorneys  or  other professionals to monitor the Remedial Action, including any
field  work  undertaken  by Purchaser, and Purchaser shall provide to Pfizer the
results  of  all  such  field work.  Notwithstanding the above, Pfizer shall not
take  any actions that shall unreasonably interfere with Purchaser's performance
of  the  Remedial  Action.  Pfizer's  decision  to  allow Purchaser to undertake
Remedial  Action  hereunder  shall  not  limit  or affect Pfizer's obligation to
indemnify  Purchaser  for said Remedial Action to the Applicable Remedial Action
Standards  as  otherwise  provided  in  this  Agreement.
Section  8.11     Limitation  on  Remedial  Action  Obligations.  (a)
                  ---------------------------------------------
Notwithstanding  anything  to  the  contrary  in this Agreement, obligations for
Remedial  Action  under  this  Agreement  and  obligations  with  respect to the
covenants  in  Sections  7.3(b)  and 7.3(c) of this Agreement are subject to the
provisions  of  this  Section 8.11.  Pfizer shall be responsible for the cost of
such  Remedial  Action only to the extent necessary to meet the least stringent,
most  cost-effective standard required by (i) applicable Law and (ii) consistent
with the industrial/commercial use of the Facility as of the Closing Date taking
     into  consideration,  where  applicable,  engineering  and/or institutional
controls  or  a standard pursuant to applicable Environmental Laws acceptable to
the  relevant  Governmental  Authorities making a claim for Remedial Action (the
"Applicable  Remedial  Action  Standard").  Pfizer  shall not be responsible for
  -------------------------------------
those  costs  incurred  in  connection with a Remedial Action to the extent such
  -
costs  arise  from  or  are  exacerbated  by actions of Purchaser, including the
  -
initiation of Remedial Action by Purchaser or at the request of a Third Party in
  -
the  absence  of a requirement of Environmental Law after the Closing Date.  For
purposes  of  this  Section  8.11, in determining the Applicable Remedial Action
Standard,  the  term  Environmental  Law shall mean those Laws applicable to and
governing the Remedial Action at the time the Remedial Action is being conducted
and  as  necessary  to achieve completion of the Remedial Action pursuant to the
terms  of  Section  8.10(d)  of  this  Agreement.
(b)     Unless  Purchaser otherwise agrees, Pfizer shall not seek to impose land
use  restrictions  solely  to  avoid obligations for Remedial Action, and Pfizer
shall not seek to impose land use restrictions and institutional and engineering
     controls  at a Facility where Remedial Action is being conducted other than
those that (i) are required by any Governmental Authority; (ii) do not interfere
with  the  commercial/industrial  use  of the Facility; (iii) prevent the use of
groundwater;  or  (iv)  Pfizer's and Purchaser's environmental consultants agree
are  necessary  because  further Remedial Action will not achieve the Applicable
Remedial Action Standard.  If Pfizer's and Purchaser's environmental consultants
are  unable  to  reach  such  joint  agreement,  the  provisions of Section 8.10
(d)(iii)  shall  apply.
Section  8.12     Limitation  on  Indemnification  for  Non-Compliance  with
                  ----------------------------------------------------------
Environmental  Laws.  (a)  Notwithstanding  anything  to  the  contrary  in this
         ----------
Agreement, Purchaser shall not be entitled to claim or seek indemnity or defense
     under this Agreement for Environmental Liabilities identified in subsection
(iii) of the definition of Excluded Environmental Liabilities or for breaches of
representations  and  warranties  in  Section  5.11  relating to compliance with
Environmental  Laws  or  Environmental  Permits  to  the  extent  that  such
Environmental  Liabilities arise out of or to the extent that they are increased
as  a  result of (i) changes (including increases or decreases in production) in
operations  at  a  Facility after the Closing; (ii) upgrades to a Facility after
the Closing; (iii) Environmental Laws that are enacted or come into effect after
the  Closing;  or  (iv)  changes  after  the  Closing  to  Environmental  Laws,
Environmental  Permits  or  criteria,  guidance,  policy  or  interpretations in
relation  to  Environmental  Laws  or  Environmental  Permits.
(a)     Notwithstanding  anything  to  the contrary in this Agreement, Purchaser
shall not be entitled to claim or seek indemnity or defense under this Agreement
     for  Environmental  Liabilities  identified  in  subsection  (iii)  of  the
definition  of  Excluded  Environmental  Liabilities  without  documentation
identifying  (i) the specific nature of the failure to comply with Environmental
Laws or Environmental Permits; (ii) the actions necessary to correct the failure
to  comply  with  Environmental  laws or Environmental Permits; and/or (iii) the
specific costs incurred to correct the failure to comply with Environmental Laws
or  Environmental  Permits.
ARTICLE  IX

TERMINATION
Section 9.1     Termination.  This Agreement may be terminated at any time prior
                -----------
     to  the  Closing:
(a)     by  written  agreement  of Purchaser and Pfizer, acting as agent for the
Seller  Corporations;
(b)     by  either  Purchaser  or  Pfizer,  by  giving  written  notice  of such
termination  to  the  other  party, if the Closing shall not have occurred on or
prior  to  July  31,  2003 (unless the failure to consummate the Closing by such
date  (i)  shall  be  due  to the failure of the party seeking to terminate this
Agreement to have fulfilled any of its obligations under this Agreement, or (ii)
is  due  to  the continuance of a waiting period or lack of an approval required
under  or an injunction or equivalent thereof entered based upon any Competition
Laws,  in  which event Purchaser may not rely upon this Section 9.1 to terminate
this  Agreement  until  the  1st  anniversary of the date of this Agreement); or
(c)     by  either Pfizer or Purchaser if any court of competent jurisdiction or
other  competent  Governmental  Authority  of  the United States of America, the
European  Union  or  Japan  shall  have issued a Governmental Order or taken any
other  action  permanently  restraining,  enjoining or otherwise prohibiting the
transactions contemplated by this Agreement and such Governmental Order or other
action  shall  have  become  final  and  nonappealable.
Section  9.2     Effect of Termination.  (a)  In the event of the termination of
                 ---------------------
this  Agreement  in  accordance  with  Section  9.1 hereof, this Agreement shall
thereafter  become  void  and have no effect, and no party hereto shall have any
liability  to  the other party hereto or their respective Affiliates, directors,
officers  or  employees,  except  for  the  obligations  of  the  parties hereto
contained  in  this  Section 9.2 and in Sections 7.1, 10.1, 10.7, 10.8, 10.9 and
10.11  hereof,  and  except  that  nothing  herein  will  relieve any party from
Liability  for  any  breach of any covenant set forth in this Agreement prior to
such  termination.
(b)     In  the  event  this  Agreement shall be terminated and at such time any
party  is  in  material breach of or default under any term or provision hereof,
such  termination  shall  be without prejudice to, and shall not affect, any and
all rights to damages that the other party may have hereunder or otherwise under
     applicable  Law.  The damages recoverable by the non-defaulting party shall
include all attorneys' fees reasonably incurred by such party in connection with
the  transactions  contemplated  hereby.
(c)     If  this  Agreement  is  terminated  in  accordance  with  Section  9.1,
Purchaser  agrees  that  the  prohibition  in  the  Confidentiality  Agreement
restricting  Purchaser's  ability  to solicit any Employee to join the employ of
Purchaser or any of its Affiliates shall be extended to a period of 3 years from
the  date of this Agreement, except that nothing in this sentence shall restrict
or  preclude  the rights of Purchaser to make generalized searches for employees
by the use of advertisements in the media (including trade media) or by engaging
search  firms  to  engage  in  searches  that are not targeted or focused on the
Employees  employed  by  the  Business.
ARTICLE  X

MISCELLANEOUS
Section  10.1     Notices.  All  notices or other communications hereunder shall
                  -------
be  deemed  to  have  been  duly  given  and made if in writing and if served by
personal  delivery  upon  the  party  for  whom  it is intended, if delivered by
registered or certified mail, return receipt requested, or by a national courier
     service,  or  if sent by facsimile, provided that the facsimile is promptly
confirmed  by  telephone  confirmation thereof, to the Person at the address set
forth below, or such other address as may be designated in writing hereafter, in
the  same  manner,  by  such  Person:
To  any  Seller  Corporation:

PFIZER  INC.
235  East  42nd  Street
New  York,  NY  10017
Telephone:  (212)  733-4935
Facsimile:  (212)  808-8924
Attn:  Jeffrey  B.  Kindler,  Esq.
Senior  Vice  President  and
General  Counsel
with  a  copy  to:

Cadwalader,  Wickersham  &  Taft
100  Maiden  Lane
New  York,  NY  10038
Telephone:  (212)  504-5555
Facsimile:  (212)  504-6666
Attn:  Dennis  J.  Block,  Esq.
to  Purchaser:

Energizer  Holdings,  Inc.
533  Maryville  University  Drive
St.  Louis,  MO  63141
Telephone:  (314)  985-2162
Facsimile:  (314)  985-2223
Attn:     Gayle  G.  Stratmann
     Vice  President,  Legal  Matters-Operations

with  a  copy  to:

Bryan  Cave  LLP
1290  Avenue  of  the  Americas
New  York,  NY  10104
Telephone:  (212)  541-1107
Facsimile:  (212)  541-1362
Attn:  Gary  W.  Wolff,  Esq.

Section  10.2     Amendment;  Waiver.  Any  provision  of  this Agreement may be
                  ------------------
amended  or  waived  if, and only if, such amendment or waiver is in writing and
signed,  in the case of an amendment, by Purchaser and Pfizer, or in the case of
a  waiver,  by the party against whom the waiver is to be effective.  No failure
or  delay  by  any  party  in exercising any right, power or privilege hereunder
shall  operate  as  a  waiver  thereof  nor shall any single or partial exercise
thereof  preclude  any  other or further exercise thereof or the exercise of any
other  right,  power  or  privilege.
Section  10.3     Assignment.  No  party to this Agreement may assign any of its
                  ----------
rights or obligations under this Agreement including by sale of stock, operation
of  Law  in  connection with a merger or sale of substantially all the assets of
Purchaser  without  the  prior written consent of the other party hereto, except
that Purchaser may without such consent assign its rights to purchase the Shares
and  the  Purchased Assets hereunder to one or more of its Affiliates, provided,
                                                                       --------
however,  that no such assignment by Purchaser shall relieve Purchaser of any of
 ------
its  obligations  hereunder.
Section  10.4     Entire Agreement.  This Agreement (including all Schedules and
                  ----------------
Exhibits  hereto)  contains the entire agreement between the parties hereto with
respect  to  the  subject  matter hereof and supersedes all prior agreements and
understandings,  oral  or  written, with respect to such matters, except for the
Confidentiality  Agreement  which  will  remain in full force and effect for the
term  provided  for  therein and other than any written agreement of the parties
that  expressly  provides  that  it  is  not  superseded  by  this  Agreement.
Section 10.5     Fulfillment of Obligations; Cooperation.  (a) Any obligation of
                 ---------------------------------------
any  party  to  any  other  party  under  this  Agreement,  which  obligation is
performed, satisfied or fulfilled by an Affiliate of such party, shall be deemed
to  have  been  performed,  satisfied  or  fulfilled  by  such  party.
(b)     On  or  after the Closing Date, the parties shall, on request, cooperate
with  one  another  by  furnishing  any  additional  information,  executing and
delivering  any  additional  documents  and  instruments,  including  contract
assignments,  and  doing  any  and  all  such  other things as may be reasonably
required  by  the  parties or their counsel to consummate or otherwise implement
the  transactions  contemplated  by  this  Agreement.  In  connection  with  the
liabilities  assumed  by Purchaser pursuant to this Agreement, and the retention
by  Pfizer  of  the  Retained Liabilities, each of the parties hereto shall, and
shall  cause  their  affiliates and employees to, aid, cooperate with and assist
the  other  party  or  parties  in  their  defense  of  such assumed or retained
litigation or liabilities, by, among other things, providing such other party or
     parties  with  full access to pertinent records at such times as such other
party  or  parties may reasonably request, and making available for depositions,
testimony  or  other  consultation,  such officers, employees, or agents as such
party  or  parties  may reasonably request without cost to such party or parties
except for reimbursement by it or them of out-of-pocket expenditures incurred in
connection  with  such  cooperation  and  assistance.
(c)     Pfizer  agrees  to  execute  transfer  documents  for  all  Intellectual
Property  rights,  in  a  recordable  form  provided  by  Purchaser  for  each
jurisdiction  where  such  property is registered, at, or as soon as practicable
following,  Closing.  Pfizer  shall have the continuing obligation after Closing
to  use  commercially  reasonable  efforts  to  cooperate  with Purchaser in the
registration  of  the  transfers  for,  and/or  in  the  enforcement  of, and/or
maintenance  of  any  Intellectual  Property  rights  after  Closing  until such
transfers  are  completed  pursuant  to  the  requirements of each jurisdiction.
Following  Closing,  Purchaser shall pay the expenses of preparing and recording
such  transfers,  to  the  extent  they  have  not  been  provided  at  Closing.
Section 10.6     Parties in Interest.  This Agreement shall inure to the benefit
                 -------------------
     of  and  be binding upon the parties hereto and their respective successors
and  permitted  assigns.  Nothing  in  this  Agreement,  express  or implied, is
intended to confer upon any Person other than Purchaser, Seller Corporations, or
their successors or permitted assigns, any rights or remedies under or by reason
of  this  Agreement.
Section  10.7     Public  Disclosure;  Confidentiality.  (a)  Notwithstanding
                  ------------------------------------
anything  herein  to  the contrary, each of the parties to this Agreement hereby
agrees  with  the other parties hereto that, except as may be required to comply
with  the  requirements of any applicable Laws, and the rules and regulations of
each  stock  exchange upon which the securities of one of the parties is listed,
if  any, no press release or similar public announcement or communication shall,
if  prior  to the Closing, be made or caused to be made concerning the execution
or  performance  of  this  Agreement  unless the parties shall have consulted in
advance  with  respect  thereto.
(b)     Pfizer, on its own behalf and on behalf of its Subsidiaries, agrees that
     after  the  Closing it will hold any non-public information with respect to
the Business, the Purchased Assets, the Conveyed Companies and this Agreement in
confidence using the same safeguards to protect such confidential information as
it  has  established  to  protect  its  own  confidential  information.
Section  10.8     Return  of  Information.  If  for  any  reason  whatsoever the
                  -----------------------
transactions contemplated by this Agreement are not consummated, Purchaser shall
     promptly  return  to  Pfizer all books and records furnished by Pfizer, any
other  Seller  Corporation,  any  Conveyed  Company  or  any of their respective
Affiliates,  agents,  employees,  or  representatives  (including  all  copies,
summaries  and  abstracts,  if any, thereof) in accordance with the terms of the
Confidentiality  Agreement.
Section  10.9     Expenses.  Except  as  otherwise  expressly  provided  in this
                  --------
Agreement,  whether  or  not the transactions contemplated by this Agreement are
consummated,  all  costs and expenses incurred in connection with this Agreement
and  the  transactions contemplated hereby shall be borne by the party incurring
such  expenses.  Notwithstanding the foregoing and Section 7.4(b), except as set
forth  in  this  Section  10.9,  all  Taxes (including any value added Taxes but
excluding  any Income Taxes) and fees relating to the transfer of the Shares and
the  Purchased Assets shall be paid by Purchaser.  All Taxes (including, without
limitation,  any  value  added  Taxes  but  excluding any Income Taxes) and fees
relating to the transfer of the Shares and the Purchased Assets shall be paid by
the  person  liable  therefor  but  the  liability for such Taxes as between the
Seller  Corporations and Purchaser shall be borne as follows:  (y) in respect of
any  such  Taxes  which  are  refundable  or  in respect of which a credit is or
becomes  available, by Purchaser; and (z) in respect of any other such Taxes not
falling  within  subsection (y) above, equally by the Seller Corporations on the
one  hand  and  Purchaser on the other hand, provided, however, that if any such
                                             --------  -------
Tax  or any other Tax from which there is otherwise a refund or a credit becomes
payable  or  non-refundable  as  a  result of Purchaser's failing to register or
become liable for such Tax, for example value added Tax, such Tax shall be borne
by Purchaser solely.  The Seller Corporations and Purchaser, as the case may be,
will  on  demand reimburse the other for its share of any such Taxes paid by the
other  in  accordance  with  the  foregoing  provisions  of  this  Section.
Section  10.10     Schedules.  The  disclosure  of any matter in any Schedule to
                   ---------
this Agreement, as may be amended or supplemented prior to the Closing, shall be
deemed  to  be  a disclosure for all purposes of this Agreement (but only to the
extent disclosure for such purposes is reasonably apparent), but shall expressly
not be deemed to constitute an admission by any Seller Corporation or Purchaser,
or to otherwise imply, that any such matter is material for the purposes of this
Agreement.
Section  10.11     Governing  Law;  Jurisdiction.  (a)  This  Agreement shall be
                   -----------------------------
governed  by and construed in accordance with the laws of the State of New York,
without  regard  to  the  conflicts  of  law  rules  of  such  state.
(b)     With  respect  to  any  suit,  action  or  proceeding  relating  to this
Agreement  (each,  a "Proceeding"), each party hereto irrevocably (i) agrees and
                      ----------
consents  to  be subject to the jurisdiction of the United States District Court
for the Southern District of New York or any New York State court sitting in New
     York  City  and  (ii) waives any objection which it may have at any time to
the  laying  of  venue  of  any Proceeding brought in any such court, waives any
claim that such Proceeding has been brought in an inconvenient forum and further
waives  the  right  to  object, with respect to such Proceeding, that such court
does  not  have  any  jurisdiction  over  such  party.
Section  10.12     Counterparts.  This  Agreement may be executed in one or more
                   ------------
counterparts,  each of which shall be deemed an original, and all of which shall
constitute  one  and  the  same agreement and shall become effective when ore or
more  counterparts  have been signed by each of the parties and delivered to the
other  party,  it  being  understood  that  both  parties need not sign the same
counterpart.
Section  10.13     Headings.  The  heading  references  herein  and the table of
                   --------
contents  hereto  are for convenience purposes only, do not constitute a part of
this  Agreement and shall not be deemed to limit or affect any of the provisions
hereof.
Section  10.14     Severability.  The  provisions  of  this  Agreement  shall be
                   ------------
deemed  severable  and the invalidity or unenforceability of any provision shall
not  affect  the  validity or enforceability of the other provisions hereof.  If
any term or other provision of this Agreement, or the application thereof to any
person  or entity or any circumstance, is invalid, illegal or unenforceable, (a)
a  suitable  and  equitable  provision shall be substituted therefor in order to
carry  out,  so  far  as may be valid and enforceable, the intent and purpose of
such  invalid or unenforceable provision and (b) the remainder of this Agreement
and  the  application  of  such  provision  to  other  persons,  entities  or
circumstances  shall  not  be  affected  by  such  invalidity,  illegality  or
unenforceability,  nor  shall  such  invalidity,  illegality or unenforceability
affect  the  validity  or  enforceability  of such provision, or the application
thereof,  in  any  other  jurisdiction.


<PAGE>


     IN  WITNESS  WHEREOF, the parties have executed or caused this Agreement to
be  executed  as  of  the  date  first  written  above.
PFIZER  INC.
By:
Name:  David  L.  Shedlarz
Title:  Executive  Vice  President  and
          Chief  Financial  Officer
ENERGIZER  HOLDINGS,  INC.
By:
Name:  J.  Patrick  Mulcahy
Title:  Chief  Executive  Officer


<PAGE>

                                       A-2
                                    EXHIBIT A
                                    ---------

           LIST OF INSTRUMENTS AND DOCUMENTS TO BE PROVIDED BY PFIZER
(a)     executed  copies  of  the  Transitional  Services  Agreement  and  the
Transitional  Intellectual  Property  License  Agreement;
(b)     a  receipt  for  payment  of  the  Aggregate  Purchase Price at Closing;
(c)     a  certified  copy  of  the  certificate  of  incorporation  of  Pfizer,
certified by the Secretary of State of its state of incorporation, and copies of
comparable  organizational  documents  for each of the other Seller Corporations
and  the  Conveyed Companies, as well as a good standing certificate for each of
the  Seller Corporations and, where available in their respective jurisdictions,
the  Conveyed  Companies,  and  a  certificate  of the Secretary or an Assistant
Secretary  of  the  Seller Corporations and, where available in their respective
jurisdictions,  Conveyed Companies as to the resolutions adopted by the Board of
Directors  of  each  of  the  Seller  Corporations  relating to the transactions
contemplated  hereby;
(d)     a certified copy of the resolutions adopted by the Board of Directors of
Pfizer  authorizing  the  Agreement  and  the transactions contemplated thereby;
(e)     a copy of the bylaws or comparable documents of Pfizer, the other Seller
Corporations  and  the  Conveyed  Companies,  certified  by  their  respective
secretaries  or  assistant  secretaries  or  similar  officers;
(f)     the  certificate  referred  to  in  Section  4.2(a);
(g)     Foreign  Implementing  Agreements,  if  applicable;
(h)     certificates  representing  the  Shares  duly  endorsed  and in form for
transfer to Purchaser or other appropriate instruments of transfer in respect of
the  Shares;
(i)     except  as  otherwise  requested  by  Purchaser in writing, resignations
(effective  on or prior to Closing) of each member of the board of directors and
each  non-employee  officer  of  the  Conveyed  Companies;  and
(j)     subject  to  Section  2.3  of  the  Agreement,  such  bills  of  sale,
endorsements,  assignments,  deeds  and other good and sufficient instruments of
conveyance  and  transfer,  in  form  and  substance  reasonably satisfactory to
Purchaser,  as  shall  be  effective to vest in Purchaser title to the Purchased
Assets,  including  executed  general  warranty  deeds,  assignments,  patent
assignments (in recordable form), a general trademark assignment (with trademark
assignments  in  recordable  form  to be delivered after the Closing), copyright
assignments  (in recordable form) and a general copyright assignment form, lease
assignments  (where  appropriate,  in  recordable or registrable form), bills of
sale or certificates of title, in each case dated the Closing Date, transferring
to  Purchaser  all of each Asset Selling Corporation's right, title and interest
in  and  to  the  Purchased  Assets  owned  by  it.
(k)     a  completed  Form  III  (as  defined  in  the Connecticut Transfer Act)
executed  by  Pfizer  as  the  Certifying  Party  (as defined in the Connecticut
Transfer Act) to the extent necessary and applicable to the Facility in Milford,
Connecticut.


<PAGE>

                                       B-1
                                    EXHIBIT B
                                    ---------

          LIST OF INSTRUMENTS AND DOCUMENTS TO BE PROVIDED BY PURCHASER
(l)     Executed  assumption agreements and all other instruments appropriate to
evidence  Purchaser's  assumption  of  the  Assumed  Liabilities;
(m)     executed  copies  of  the  Transitional  Services  Agreement  and  the
Transitional  Intellectual  Property  License  Agreement;
(n)     good  standing  certificates for Purchaser and each Purchaser entity and
certificates  of  the  Secretary or an Assistant Secretary of Purchaser and each
Purchaser  entity  as  to  the resolutions adopted by the Boards of Directors of
Purchaser  or  each  Purchaser  entity relating to the transactions contemplated
hereby;
(o)     the  certificate  referred  to  in  Section  4.3(a);  and
(p)     Foreign  Implementing  Agreements,  if  applicable.


<PAGE>

                                       C-1
                                    EXHIBIT C
                                    ---------

                         TRANSITIONAL SERVICES AGREEMENT
                      See Exhibit C (provided separately).

<PAGE>

                                       D-1
                                    EXHIBIT D
                                    ---------

              TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT
                      See Exhibit D (provided separately).

<PAGE>

                                       E-1
                                    EXHIBIT E
                                    ---------

                         PFIZER EMPLOYEE SEPARATION PLAN
                      See Exhibit E (provided separately).

<PAGE>

                                       F-1
                                    EXHIBIT F
                                    ---------

                   RELEASE AGREEMENT (INDIVIDUAL TERMINATION)
                      See Exhibit F (provided separately).

<PAGE>

                                       G-1
                                    EXHIBIT G
                                    ---------

                      RELEASE AGREEMENT (GROUP TERMINATION)
                      See Exhibit G (provided separately).

<PAGE>

                                       H-1
                                    EXHIBIT H
                                    ---------
                 LETTER AGREEMENT (NET ECONOMIC BENEFIT OR LOSS)
                      See Exhibit H (provided separately).