Pfizer to Acquire Small Molecule Anti-Infective Business from AstraZeneca

NEW YORK–(BUSINESS WIRE)– Pfizer Inc. (NYSE:PFE) today announced that it has entered into an
agreement with AstraZeneca to acquire the development and
commercialization rights to its late-stage small molecule
anti-infectives business, primarily outside the United States. The
agreement includes the commercialization and development rights to the
newly approved EU drug Zavicefta™ (ceftazidime-avibactam), the
marketed agents Merrem™/Meronem™ (meropenem) and Zinforo™ (ceftaroline
fosamil), and the clinical development assets aztreonam-avibactam
(ATM-AVI) and CXL. Zavicefta specifically addresses multi-drug
resistant Gram-negative infections, including those resistant to
carbapenem antibiotics, one of the most significant unmet medical needs
in bacterial infections treated with hospital anti-infectives.

Under the terms of the agreement, Pfizer will make an upfront payment of
$550 million to AstraZeneca upon the close of the transaction and a
deferred payment of $175 million in January 2019. In addition,
AstraZeneca is eligible to receive up to $250 million in milestone
payments, up to $600 million in sales-related payments, as well as
tiered royalties on sales of Zavicefta and ATM-AVI in certain
markets.

“As we continue to reshape our Essential Health portfolio, we are
focusing on areas that further address global public health needs and
that complement our core capabilities and experience in therapeutic
areas, including anti-infectives. We are committed to looking for ways
to enhance our portfolio around the world where we offer patients and
healthcare professionals access to more than 60 anti-infective and
anti-fungal medicines. The addition of AstraZeneca’s complementary small
molecule anti-infectives portfolio will help expand patient access to
these important medicines and enhance our global expertise and offerings
in this increasingly important area of therapeutics, in addition to
providing the opportunity for near-term revenue growth,” said John
Young, group president, Pfizer Essential Health.

Luke Miels, executive vice president for Europe and head of the
Antibiotics Business Unit at AstraZeneca, said, “This agreement
reinforces our strategic focus to invest in our three main therapy areas
where we can make the greatest difference to patients’ lives. We’re
pleased that our strong science in antibiotics will continue to serve a
critical public health need through Pfizer’s dedicated focus on
infectious diseases, ensuring these important medicines reach greater
numbers of patients around the world.”

Zavicefta received European Commission approval for complicated
urinary tract infections (cUTI), complicated intra-abdominal infections
(cIAI), hospital acquired pneumonia/ventilator associated pneumonia
(HAP/VAP) and ‘treatment of aerobic gram negative infections in adult
patients with limited treatment options on June 28, 2016.

The transaction is expected to close in the fourth quarter of 2016,
subject to customary closing conditions, including antitrust clearance
in certain jurisdictions. Pfizer’s legal advisor for the transaction was
Ropes & Gray LLP.

This transaction will not impact Pfizer’s 2016 financial guidance.

About AstraZeneca’s small molecule anti-infective franchise

About Pfizer Inc:

At Pfizer, we apply science and our global resources to bring therapies
to people that extend and significantly improve their lives. We strive
to set the standard for quality, safety and value in the discovery,
development and manufacture of health care products. Our global
portfolio includes medicines and vaccines as well as many of the world’s
best-known consumer health care products. Every day, Pfizer colleagues
work across developed and emerging markets to advance wellness,
prevention, treatments and cures that challenge the most feared diseases
of our time. Consistent with our responsibility as one of the world’s
premier innovative biopharmaceutical companies, we collaborate with
health care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world. For
more than 150 years, Pfizer has worked to make a difference for all who
rely on us. For more information, please visit us at www.pfizer.com.
In addition, to learn more, follow us on Twitter at @Pfizer
and @Pfizer_News,
LinkedIn,
YouTube
and like us on Facebook Facebook.com/Pfizer.

DISCLOSURE NOTICE: The information contained in this release
is as of August 24, 2016. Pfizer assumes no obligation to update
forward-looking statements contained in this release as the result of
new information or future events or developments.

This release contains forward-looking information related to Pfizer
and the proposed acquisition of AstraZeneca’s small molecule
anti-infectives business by Pfizer that involves substantial risks and
uncertainties that could cause actual results to differ materially from
those expressed or implied by such statements. Forward-looking
statements in this release include, among other things, statements about
the potential benefits of the proposed acquisition, anticipated growth
rates, Pfizer’s plans, objectives, expectations and intentions,
the financial condition, results of operations and business of Pfizer,
AstraZeneca’s late-stage small molecule anti-infectives portfolio, and
the anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing the acquisition (including the
failure to obtain necessary regulatory approvals) in the anticipated
timeframe or at all, including the possibility that the acquisition does
not close; risks related to the ability to realize the anticipated
benefits of the acquisition, including the possibility that the expected
benefits from the proposed acquisition will not be realized or will not
be realized within the expected time period; the risk that the
businesses will not be integrated successfully; disruption from the
transaction making it more difficult to maintain business and
operational relationships; negative effects of this announcement or the
consummation of the proposed acquisition on the market price of Pfizer’s
common stock and on Pfizer’s operating results; significant transaction
costs; unknown liabilities; the risk of litigation and/or regulatory
actions related to the proposed acquisition; other business effects,
including the effects of industry, market, economic, political or
regulatory conditions; future exchange and interest rates; changes in
tax and other laws, regulations, rates and policies; future business
combinations or disposals; the uncertainties inherent in research and
development, including, among others, the ability to meet
anticipated trial commencement and completion dates and regulatory
submission dates, as well as the possibility of unfavorable clinical
trial results, including unfavorable new clinical data and additional
analyses of existing clinical data; whether and when any drug
applications may be filed in any jurisdictions for ATM-AVI or CXL;
whether and when regulatory authorities may approve any such
applications, which will depend on its assessment of the benefit-risk
profile suggested by the totality of the efficacy and safety information
submitted; decisions by regulatory authorities regarding labeling and
other matters that could affect the availability or commercial potential
of any of AstraZeneca’s late-stage small molecule anti-infectives
assets; the commercialization of Zavicefta; and competitive developments.

A further description of risks and uncertainties can be found in
Pfizer’s Annual Report on Form 10-K for the fiscal year ended December
31, 2015 and in its subsequent reports on Form 10-Q, including in the
sections thereof captioned “Risk Factors” and “Forward-Looking
Information and Factors That May Affect Future Results”, as well as in
its subsequent reports on Form 8-K, all of which are filed with the U.S.
Securities and Exchange Commission and available at www.sec.gov
and www.pfizer.com.

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