In Re: Pfizer, Inc. Securities Litigation 04-CV-09866...

EXHIBIT 1

Case 1:04-cv-09866-LTS-HBP Document 700-1 Filed 08/26/16 Page 1 of 108

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

IN RE PFIZER INC. SECURITIES LITIGATION No. 04-cv-9866 (LTS)(HBP)

ECF CASE

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (the “Settlement Agreement”) is entered

into, subject to Court approval, by and between (i) the Court-appointed lead plaintiff Teachers’

Retirement System of Louisiana (“Lead Plaintiff”) and additional Court-appointed class

representatives Christine Fleckles, Julie Perusse and Alden Chace (collectively with Lead

Plaintiff, “Plaintiffs” or “Class Representatives”) and (ii) defendants Pfizer Inc. (“Pfizer”),

Henry A. McKinnell, Karen L. Katen, Joseph M. Feczko, and Gail Cawkwell (collectively,

“Defendants” and, together with Plaintiffs, the “Parties”) in In re Pfizer Inc. Securities

Litigation (the “Action”), pending in the United States District Court for the Southern District

of New York (the “Court” or “District Court”), and embodies the terms and conditions of the

settlement of the Action.1

WHEREAS, on or about December 15, 2004, the first of a series of class action

complaints was filed in the District Court, alleging, among other things, that Defendants violated

the federal securities laws by making false, misleading or incomplete statements regarding the

cardiovascular risks of Celebrex and Bextra;

1 All terms with initial capitalization not otherwise defined herein shall have the meanings ascribed to them in paragraph 1 herein.


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WHEREAS, on October 21, 2005, the Court consolidated the related actions and

appointed Teachers’ Retirement System of Louisiana as Lead Plaintiff and Grant & Eisenhofer

P.A. as Lead Counsel for the putative class;

WHEREAS, Lead Plaintiff filed the Consolidated Class Action Complaint (the

“Complaint”) on February 16, 2006. The Complaint asserted claims under §§ 10(b), 20(a) and

20A of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated

thereunder against Pfizer and the Individual Defendants;2

WHEREAS, on May 5, 2006, Pfizer and the Individual Defendants moved to dismiss the

Complaint, and thereafter, on June 20, 2006, Plaintiffs moved to strike certain exhibits attached

to and portions of the memoranda in support of the motion to dismiss;

WHEREAS, on February 22, 2008, the Action was reassigned to the Honorable Laura

Taylor Swain;

WHEREAS, the Court, by Opinion and Order dated July 1, 2008 (“July 1 Order”),

granted in part and denied in part Defendants’ motion to dismiss the Complaint, and denied

Plaintiffs’ motion to strike as moot;

WHEREAS, on July 16, 2008, Pfizer and the Individual Defendants filed a motion for

reconsideration of certain portions of the Court’s July 1 Order, which the Court denied by Order

dated September 4, 2008;

WHEREAS, on September 15, 2008, Pfizer and the Individual Defendants filed their

answer and affirmative defenses to the Complaint;

2 As defined in paragraph 1(s) below, the term “Individual Defendants” refers collectively to Henry A. McKinnell, John L. LaMattina, Karen L. Katen, Joseph M. Feczko and Gail Cawkwell.John L. LaMattina was dismissed with prejudice from the case on May 13, 2014 and was no longer a defendant at the time of settlement.


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WHEREAS, discovery in the Action commenced thereafter, with the parties conducting

over 60 depositions and exchanging approximately tens of millions of pages of documents;

WHEREAS, on March 16, 2011, Lead Plaintiff filed a motion for class certification,

which Pfizer and the Individual Defendants opposed on November 22, 2011;

WHEREAS, on November 23, 2011, Pfizer and the Individual Defendants again moved

the Court for reconsideration of its July 1 Order, which the Court denied by Order dated March

22, 2012, without prejudice to future summary judgment or other motion practice;

WHEREAS, on January 17, 2012, Plaintiffs moved the Court for leave to file an

amended complaint, which the Court granted, and on March 27, 2012, Plaintiffs filed the

Amended Consolidated Class Action Complaint (the “Amended Complaint”);

WHEREAS, by Opinion and Order filed March 29, 2012, as amended April 6, 2012, the

Court granted Plaintiffs’ motion for class certification. As certified by the Court, the class

consists of all persons or entities who purchased and/or otherwise acquired Pfizer common stock

between and including October 31, 2000 and October 19, 2005 (the “Class Period”), with the

exception of: (a) any persons or entities who both purchased and sold all of their shares of Pfizer

common stock between and including October 31, 2000 and October 6, 2004; (b) Pfizer and the

Individual Defendants; (c) members of the immediate family of each of the Individual

Defendants; (d) subsidiaries or affiliates of Pfizer or any of the Individual Defendants; (e) any

person or entity who is, or was during the Class Period, a partner, officer, director, employee or

controlling person of Pfizer or any of the Individual Defendants; (f) any entity in which any of

the Individual Defendants has a controlling interest; (g) the legal representatives, heirs,

successors or assigns of any of the foregoing excluded persons or entities; and (h) the insurance

carriers or their affiliates who insure Defendants (the “Main Class”). A subclass was also


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certified by the Court and consists of all members of the Main Class who purchased Pfizer

common stock contemporaneously with the sale of Pfizer common stock by Individual

Defendants Henry A. McKinnell, Karen L. Katen and John L. LaMattina on any of the following

dates: October 26, 2000, November 6, 2000, October 19, 2001, October 23, 2001, October 29,

2001, February 21, 2002, February 25, 2002, February 27, 2003, November 18, 2003, February

26, 2004, February 24, 2005, May 6, 2005, May 10, 2005 or August 16, 2005 (the “20A

Subclass” and, together with the Main Class, the “Class”);

WHEREAS, on May 10, 2012, Pfizer and the Individual Defendants filed their answer

and affirmative defenses to the Amended Complaint;

WHEREAS, on July 2, 2012, Pfizer and the Individual Defendants moved for summary

judgment;

WHEREAS, by Order dated July 3, 2012, the Court approved the form and manner of

notifying the Class of the pendency of the Action as a class action. Plaintiffs caused notice of

this Action to be published in certain newspapers in July 2012, caused the Notice of Pendency

of Class Action to be mailed to potential members of the Class beginning in July 2012, and

reported to the Court in October 2012 on the number of Class Members who validly opted out

of the Class;

WHEREAS, by Order filed March 28, 2013, the Court granted in part and denied in part

Pfizer and the Individual Defendants’ motion for summary judgment;

WHEREAS, on September 30, 2013, the parties filed various motions in limine;

WHEREAS, on April 21, 2014, certain of the Individual Defendants moved for judgment

on the pleadings seeking dismissal of Plaintiffs’ claims under Section 20A of the Exchange Act;


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WHEREAS, on May 13, 2014, the Court approved the parties’ stipulation of voluntary

dismissal with prejudice under Fed. R. Civ. P. 41(a)(2) and 23(e) of defendant John L.

LaMattina;

WHEREAS, the Court, by Order issued on May 22, 2014, denied the remaining

Individual Defendants’ motions for judgment on the pleadings;

WHEREAS, on May 22, 2014, the Court granted Defendants’ motion to exclude the

testimony of Plaintiffs’ loss causation and damages expert Daniel R. Fischel;

WHEREAS, on June 6, 2014, Plaintiffs moved for leave to file a supplemental expert

report and Defendants moved for summary judgment;

WHEREAS, on July 8, 2014, the Court denied Plaintiffs’ leave to amend the expert

report of Daniel R. Fischel and granted summary judgment to all Defendants;

WHEREAS, on July 9, 2014, the Court entered judgment in favor of Defendants and

dismissed the Action;

WHEREAS, on August 7, 2014, Plaintiffs noticed their appeal to the United States Court

of Appeals for the Second Circuit (“Second Circuit”) with respect to, inter alia, the Court’s grant

of summary judgment to Defendants;

WHEREAS, on April 12, 2016, the Second Circuit issued a decision reversing the

Court’s grant of summary judgment to Defendants;

WHEREAS, on May 10, 2016, Defendants filed in the Second Circuit a petition for

rehearing and rehearing en banc (the “Rehearing Petition”);

WHEREAS, the Parties reached an agreement-in-principle to resolve the Action on July

18, 2016, and thereafter, filed a joint motion for limited remand of the appeal, without prejudice,


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pending approval of the Parties’ proposed settlement and to hold the pending Rehearing Petition

in abeyance;

WHEREAS, on July 27, 2016, the Second Circuit issued an order for a limited remand

of the case to the district court so that the district court may consider the proposed settlement,

with the Rehearing Petition to be held in abeyance pending final approval of the proposed

settlement;

WHEREAS, the Parties wish to fully and finally settle and resolve all claims asserted in

the Amended Complaint, all claims that could have been asserted in the Amended Complaint,

and all claims that could in the future be asserted in any court or forum that arise out of or relate

to the claims asserted in the Amended Complaint;

WHEREAS, based upon their investigation, prosecution, and negotiations regarding the

resolution of the Action, Plaintiffs and their counsel have concluded that the terms and

conditions of this Settlement Agreement are fair, reasonable, and adequate and in the best

interests of the Class. Based on Plaintiffs’ direct oversight of the prosecution of this matter and

with the advice of their counsel, Plaintiffs have agreed to resolve the Released Plaintiffs’ Claims

in accordance with this Settlement Agreement, after considering, among other things: (i) the

substantial financial benefit that the members of the Class will receive under the proposed

Settlement; and (ii) the significant risks and costs of continued litigation and trial; and

WHEREAS, Defendants deny any improper conduct or violation of the federal securities

laws or any other laws or regulations and assert that they are settling the Action solely to avoid

the burden and expense of further litigation. Specifically, Defendants contend that they

disclosed all material information about the cardiovascular safety of Celebrex and Bextra;


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NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among

Plaintiffs (individually and on behalf of all members of the Class) and Defendants, by and

through their respective undersigned attorneys, and subject to the approval of the Court pursuant

to Rule 23(e) of the Federal Rules of Civil Procedure, that, in consideration of the benefits

flowing to the Parties from the Settlement, all Released Plaintiffs’ Claims as against the

Releasees and all Released Defendants’ Claims as against the Plaintiffs’ Releasees shall be

settled, released and dismissed with prejudice, upon and subject to the terms and conditions and

definitions set forth below.

A. Definitions

1. As used in this Settlement Agreement and any exhibits attached hereto and

made a part hereof, the following capitalized terms have the following meanings:

a. “Action” means In re Pfizer Inc. Securities Litigation, No. 04-cv-

9866 (LTS)(HBP).

b. “Attorneys’ Fees and Expenses Application” means the application

for fees and expenses to be made by Lead Counsel pursuant to paragraph 15 below, which may

include a request for reimbursement to Plaintiffs for their costs and expenses incurred in

connection with their representation of the Class.

c. “Attorneys’ Fees and Expenses Award” means the fees and

expenses awarded by the Court to Lead Counsel (and any other counsel representing Plaintiffs),

including the fees and expenses of experts and consultants and any costs and expenses of

Plaintiffs directly related to their representation of the Class.


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d. “Authorized Claim” means a claim for recovery from an

Authorized Claimant that has been found to be timely and valid under the terms of this

Settlement Agreement.

e. “Authorized Claimant” means a Class Member (or the

representative of such Class Member, including, without limitation, agents, administrators,

executors, heirs, predecessors, successors, affiliates or assigns) whose claim for recovery has

been found to be timely and valid under the terms of this Settlement Agreement.

f. “Claim” or “Claims” means any and all claims, losses, rights,

actions, causes of action, proceedings, adjustments, executions, offsets, contracts, judgments,

obligations, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,

variances, covenants, trespasses, damages, demands (whether written or oral), agreements,

promises, liabilities, controversies, costs, expenses, attorneys’ fees, matters and issues of any sort

whatsoever, whether in law, in admiralty or in equity, and whether based on a United States

federal, state or foreign statutory or common-law right of action or otherwise, foreseen or

unforeseen, matured or unmatured, known or unknown, contingent or absolute, suspected or

unsuspected, disclosed or undisclosed, accrued or not accrued, existing now or to be created in

the future, including “Unknown Claims” (as defined below).

g. “Claim Form” means the form that a Class Member must complete

and submit to the Settlement Administrator in order to be eligible to receive a payment from the

Net Cash Settlement Amount pursuant to this Settlement Agreement, which will, subject to

Court approval, be substantially in the form set out in Exhibit A-2 hereto.


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h. “Claimant” means a person or entity who or that submits a Claim

Form to the Settlement Administrator seeking to be eligible to receive a payment from the Net

Cash Settlement Amount pursuant to this Settlement Agreement.

i. “Class” means the class of investors certified by the Court pursuant

to Opinion and Order filed March 29, 2012, as amended April 6, 2012, consisting of all persons

or entities who purchased and/or otherwise acquired Pfizer common stock between and including

October 31, 2000 and October 19, 2005, with the exception of: (a) any persons or entities who

both purchased and sold all of their shares of Pfizer common stock between and including

October 31, 2000 and October 6, 2004; (b) Pfizer and the Individual Defendants; (c) members of

the immediate family of each of the Individual Defendants; (d) subsidiaries or affiliates of Pfizer

or any of the Individual Defendants; (e) any person or entity who is, or was during the Class

Period, a partner, officer, director, employee or controlling person of Pfizer or any of the

Individual Defendants; (f) any entity in which any of the Individual Defendants has a controlling

interest; (g) the legal representatives, heirs, successors or assigns of any of the foregoing

excluded persons or entities; and (h) the insurance carriers or their affiliates who insure

Defendants (the “Main Class”). A subclass was also certified by the Court and consists of all

members of the Main Class who purchased Pfizer common stock contemporaneously with the

sale of Pfizer common stock by Individual Defendants Henry A. McKinnell, Karen L. Katen and

John L. LaMattina on any of the following dates: October 26, 2000, November 6, 2000, October

19, 2001, October 23, 2001, October 29, 2001, February 21, 2002, February 25, 2002, February

27, 2003, November 18, 2003, February 26, 2004, February 24, 2005, May 6, 2005, May 10,

2005 or August 16, 2005 (the “20A Subclass” and, together with the Main Class, the “Class”).

Also excluded from the Class are all investors who validly opted out of the Class in connection


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with the Notice of Pendency of Class Action and were not previously accepted back into the

Class, as set forth on Exhibit C hereto.

j. “Class Distribution Order” means an order entered by the Court

authorizing and directing that the Net Cash Settlement Amount be distributed, in whole or in

part, to Authorized Claimants.

k. “Class Period” means the period of time between and including

October 31, 2000 and October 19, 2005.

l. “Defendants” means Pfizer Inc., Henry A. McKinnell, Karen L.

Katen, Joseph M. Feczko, and Gail Cawkwell.

m. “Defendants’ Counsel” means Allen & Overy LLP, Baker Botts

LLP, Baker & Hostetler LLP, DLA Piper LLP (US), Gibson, Dunn & Crutcher LLP, Paul,

Weiss, Rifkind, Wharton & Garrison LLP, Simpson Thacher & Bartlett LLP, Skadden, Arps,

Slate, Meagher & Flom LLP, and Wilkinson Walsh & Eskovitz PLLC.

n. “Effective Date” shall be conditioned on the occurrence of all of

the events and conditions specified hereafter: (i) execution of this Settlement Agreement and

such other documents as may be required to obtain final Court approval of the Settlement

Agreement in a form satisfactory to the Parties, (ii) the Court has entered the Preliminary

Approval Order, substantially in the form of Exhibit A hereto, (iii) the Settlement Amount has

been deposited into the Escrow Account in accordance with paragraph 2 hereto, (iv) Defendants

have not exercised any option they may have to terminate the Settlement Agreement, (v)

Plaintiffs have not exercised any option they may have to terminate the Settlement Agreement,

(vi) the Court has approved the Notice, substantially in the form of Exhibit A-1 hereto, (vii) the

Court has approved the Settlement as described herein, following notice to the Class and a


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hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure, (viii) the Court has

entered the Judgment, substantially in the form of Exhibit B hereto, and (ix) the Judgment has

become Final, as defined herein.

o. “Escrow Account” means the account to be established by Lead

Counsel at Amalgamated Bank, into which the Settlement Amount will be paid pursuant to

paragraph 2 of this Settlement Agreement and held in escrow under the control of Lead Counsel.

p. “Escrow Agent” means Amalgamated Bank.

q. “Final” means, when used in connection with any court judgment

or order, that the judgment or order will be final: (1) if no appeal is taken, on the date on which

the time to appeal from the judgment or order (including any potential extension of time) has

expired; or (2) if any appeal is taken from the order and judgment, the date on which all such

appeals – including any petitions for rehearing en banc, petitions for certiorari or any other form

of review and any related appeals or petitions, including as to any appeal bond – have been

finally disposed of, such that the time to appeal therefrom (including any potential extensions of

time) has expired, in a manner resulting in an affirmance of the relevant judgment or order. Any

appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with

respect to (i) the Attorneys’ Fees and Expenses Award or (ii) the plan of allocation for the Net

Cash Settlement Amount (as submitted or subsequently modified), shall not in any way delay or

preclude the Judgment from becoming Final.

r. “Final Approval Hearing” means the hearing to be set by the Court

under Rule 23(e)(2) of the Federal Rules of Civil Procedure to consider, among other things,

(i) whether to approve the Settlement as fair, reasonable and adequate; (ii) whether to approve


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the proposed plan for allocating the proceeds of the Settlement to eligible members of the Class;

and (iii) whether to grant the Attorneys’ Fees and Expenses Application.

s. “Individual Defendants” means Henry A. McKinnell, John L.

LaMattina, Karen L. Katen, Joseph M. Feczko and Gail Cawkwell.

t. “Judgment” means the final judgment to be entered by the Court

pursuant to the Order Approving Settlement and Final Judgment, which shall be substantially in

the form set out in Exhibit B to this Settlement Agreement.

u. “Lead Counsel” means the law firm of Grant & Eisenhofer P.A.,

including all of its attorneys, employees, and representatives.

v. “Lead Plaintiff” means Teachers’ Retirement System of Louisiana.

w. “Net Cash Settlement Amount” means the balance remaining in

the Escrow Account (including any interest that has accrued) after the payments described in

paragraph 4 below are made from the Escrow Account.

x. “Nominees” means brokerage firms, banks and other institutions

that hold Pfizer securities in street name or other similar fashion for the benefit of other persons

or entities.

y. “Notice” means the notice to be mailed to Class Members to

inform them of the proposed Settlement, which notice shall, subject to Court approval, be

substantially in the form set out in Exhibit A-1 hereto.

z. “Notice and Administrative Expenses” means all expenses

associated with administration and implementation of this Settlement, including the Settlement

Administrator’s fees and expenses; provided, however, that Notice and Administrative Expenses

shall not include the Attorneys’ Fees and Expenses Award.


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aa. “Objection Date” means the date by which objections to the

Settlement proposed in this Settlement Agreement must be filed with the Court and served on

counsel as set out in the Preliminary Approval Order.

bb. “Order Approving Settlement and Final Judgment” means the

order to be entered by the Court approving the Settlement and this Settlement Agreement as

contemplated in paragraph 43 of this Settlement Agreement, which order shall be substantially in

the form set out in Exhibit B to this Settlement Agreement.

cc. “Parties” means Defendants and Plaintiffs, on behalf of themselves

and the Class.

dd. “Plaintiffs” or “Class Representatives” means Teachers’

Retirement System of Louisiana, Christine Fleckles, Julie Perusse and Alden Chace.

ee. “Plaintiffs’ Counsel” means Lead Counsel, Kessler Topaz Meltzer

& Check, LLP and all other counsel representing Plaintiffs in this matter.

ff. “Plaintiffs’ Releasee” means each and every one of, and

“Plaintiffs’ Releasees” means all of (i) Plaintiffs, (ii) all other Class Members, (iii) Plaintiffs’

Counsel, and (iv) any consultants, experts or other professionals retained by Plaintiffs’ Counsel

during the course of this Action.

gg. “Plan of Allocation” means the terms and procedures for allocating

the Net Cash Settlement Amount among, and distributing the Net Cash Settlement Amount to,

Authorized Claimants, which shall, subject to Court approval, be substantially in the form

contained in the Notice, attached hereto as Exhibit A-1.

hh. “PSLRA” means the Private Securities Litigation Reform Act of

1995, 15 U.S.C. § 78u-4, et seq.


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ii. “Preliminary Approval Order” means the order to be entered by the

Court preliminarily approving the Settlement, directing notice of the Settlement to the Class, and

scheduling the Final Approval Hearing, as contemplated in paragraph 42 of this Settlement

Agreement, which order shall be substantially in the form set out in Exhibit A to this Settlement

Agreement.

jj. “Publication Notice” means the notice to be published, which

notice shall, subject to Court approval, be substantially in the form set out in Exhibit A-3.

kk. “Qualified Settlement Fund” means a fund within the meaning of

Treasury Regulations § 1.468B-1.

ll. “Recognized Claim” shall have the meaning attributed to it in the

Plan of Allocation.

mm. “Releases” means the releases set forth in paragraphs 37-40 of this


nn. “Releasee” means each and every one of, and “Releasees” means

all of, Pfizer and the Individual Defendants, any of the Individual Defendants’ immediate family

members, any of Defendants’ parent entities, business units, business divisions, associates,

affiliates or subsidiaries and each and all of their past, present, or future officers, directors,

stockholders, employees, attorneys, financial or investment advisors, consultants, accountants,

investment bankers, commercial bankers, insurers, engineers, other professionals, advisors or

agents, heirs, executors, trustees, general or limited partners or partnerships, personal

representatives, estates, administrators, and each of their respective predecessors, successors, and

assigns.


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oo. “Releasor” means each and every one of, and “Releasors” means

all of, (i) Plaintiffs, (ii) all other Class Members, and (iii) their respective legal representatives,

heirs, executors, administrators, predecessors, successors in interest, transferees and assignees, in

their capacities as such.

pp. “Released Plaintiffs’ Claims” means any and all Claims arising

from or related in any way to both (i) the purchase of Pfizer Inc. common stock during the Class

Period and (ii) the acts, facts, statements or omissions that have been, could have been, or could

be alleged by Plaintiffs in the Action, including any and all Claims and claims, demands, losses,

rights, causes of action, liabilities, obligations, judgments, suits, matters and issues of any kind or

nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected,

disclosed or undisclosed, that have been, could have been, or could be asserted in the Action or in

any court, tribunal, forum or proceeding (including, but not limited to, any claims arising under

federal, state or foreign law, common law, statute, rule or regulation relating to alleged fraud,

breach of any duty, negligence, violations of the federal securities laws, or otherwise and

including all claims within the exclusive jurisdiction of the federal courts), whether individual or

class, which Plaintiffs or any member of the Class, or their legal representatives, heirs, executors,

administrators, predecessors, successors in interest, transferees and assignees, ever had, now

have, or hereafter can, shall, or may have had, except claims to enforce the Settlement.

qq. “Released Defendants’ Claims” means any and all Claims that

have been, could have been, or could be asserted in the Action or in any other proceeding by any

Releasee against any Plaintiffs’ Releasee that arises out of or relates in any way to the institution,

prosecution, investigation, or resolution of the Action, except claims to enforce the Settlement.


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rr. “Settlement” means the settlement terms, conditions and other

provisions that are memorialized in this Settlement Agreement.

ss. “Settlement Administrator” means Garden City Group, LLC,

subject to Court approval.

tt. “Settlement Amount” means $486,000,000.

uu. “"Settlement Fund” means the Settlement Amount plus any and all

interest earned thereon.

vv. “Termination Date” means that date on which any of the Parties

provides notice that he, she or it is exercising a right to terminate this Settlement Agreement

under paragraphs 46-50 of this Settlement Agreement.

ww. “Unknown Claims” means any and all (i) Released Plaintiffs’

Claims that any Releasor does not know or suspect exists with respect to one or more Releasees

at the time of the release of the Releasees or (ii) Released Defendants’ Claims that any Releasee

does not know or suspect exists with respect to one or more Releasors at the time of the release

of the Releasors, which, if known by such Releasee or Releasor (as the case may be) might have

affected his, her or its decision(s) concerning the Settlement. As to all Claims released by this

Settlement Agreement, the Parties stipulate and agree that, upon the Effective Date of the

Settlement, each of the Parties expressly waives, and each Class Member shall be deemed to

have waived, and by operation of the Order Approving Settlement and Final Judgment shall have

expressly waived, any and all provisions, rights and benefits conferred by any law of any state or

territory of the United States or of any other country, or any principle of federal or common law,

that is similar, comparable or equivalent to California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time


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of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Parties acknowledge, and all other Class Members by operation of law shall be deemed to

have acknowledged, that the inclusion of Unknown Claims in the Claims released pursuant to the

Settlement Agreement was separately bargained for and is a key element of this Settlement

Agreement.

B. Settlement Consideration

2. In consideration for the full and final settlement, satisfaction, compromise

and release of the Released Plaintiffs’ Claims, Pfizer shall pay or cause to be paid the Settlement

Amount as follows: (a) 15 business days after the District Court enters the Preliminary Approval

Order, $3,000,000 of the Settlement Amount will be deposited into the Escrow Account; and (b)

the remainder of the Settlement Amount will be deposited 30 calendar days before the Final

Approval Hearing. Lead Counsel will provide Pfizer with the necessary details of the Escrow

Account (name/address of bank, routing number, account number, and account name) at least 20

calendar days before payment is due. Once the above payments are made, Defendants shall have

no further monetary obligations of any sort or kind to Plaintiffs, members of the Class, or any

counsel for Plaintiffs under the terms and conditions of the Settlement.

3. The Escrow Agent shall invest the Settlement Amount in short term

United States Agency or Treasury securities or other instruments backed by the full faith and

credit of the United States Government or an Agency thereof, or fully insured by the United

States Government or an Agency thereof, or in money market mutual funds invested in such

instruments, and shall reinvest the proceeds of these instruments as they mature in similar

instruments at their then-current market rates. Any residual cash balances up to the amount that

is insured by the Federal Deposit Insurance Corporation (“FDIC”) may be deposited in any


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account that is fully insured by the FDIC. In the event that the yield on United States Agency or

Treasury securities is negative, in lieu of purchasing such securities, all or any portion of the

funds held by the Escrow Agent may be deposited in any account that is fully insured by the

FDIC or backed by the full faith and credit of the United States.

4. The Settlement Fund shall be used to pay: (i) any taxes and tax expenses

as provided in §J below, (ii) Notice and Administrative Expenses in accordance with paragraph

13 below, and (iii) the Attorneys’ Fees and Expenses Award as provided in paragraphs 15-18

below. The balance of the Settlement Fund (i.e., the Net Cash Settlement Amount) will be

distributed to Authorized Claimants as allowed by this Settlement Agreement, the plan of

allocation approved by the Court, or any order of the Court, as described in paragraphs 19-33

below.

5. All funds held by the Escrow Agent shall be deemed to be in the custody

of the Court and shall remain subject to the jurisdiction of the Court until such time as the funds

shall be distributed or returned pursuant to the terms of this Settlement Agreement and/or further

order of the Court. The Escrow Agent shall not disburse the Settlement Fund except as provided

in the Settlement Agreement, by an order of the Court, or with the written agreement of counsel

for Defendants.

6. Subject to further order(s) and/or directions as may be made by the Court,

or as provided in this Settlement Agreement, the Escrow Agent is authorized to execute such

transactions as are consistent with the terms of this Settlement Agreement. The Releasees shall

have no responsibility for, interest in, or liability whatsoever with respect to the actions of the

Escrow Agent, or any transaction executed by the Escrow Agent.


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7. This is not a “claims made” settlement. No portion of the Settlement

Amount (or accumulated interest) shall be returned to Defendants, or any other person or entity

funding the Settlement Amount, once the Effective Date has occurred.

C. Notice to Class Members

8. Subject to the requirements of the Preliminary Approval Order, Lead

Counsel shall cause the Notice and the Claim Form, substantially in the forms annexed hereto as

Exhibits A-1 and A-2, respectively, to be mailed, by first class mail, postage prepaid, within

fifteen (15) calendar days after the entry of the Preliminary Approval Order, to all persons and

entities who were previously mailed copies of the Notice of Pendency of Class Action and any

other potential Class Members who can be identified through reasonable effort. Lead Counsel

shall, at least seven (7) calendar days before the Final Approval Hearing, file with the Court

proof of mailing of the Notice and Claim Form.

9. Subject to the additional requirements of the Preliminary Approval Order,

within ten (10) calendar days following the mailing of the Notice and Claim Form: (i) Lead

Counsel shall cause the Publication Notice, substantially in the form annexed hereto as Exhibit

A-3, to be published once in The Wall Street Journal and The New York Times, and transmitted

once over PR Newswire; and (ii) the Settlement Administrator shall post these documents on the

website developed for the Settlement.

D. CAFA Notice

10. Within 10 calendar days of executing this Settlement Agreement,

Defendants may choose to provide notice of the Settlement pursuant to the Class Action Fairness

Act (“CAFA”) at Defendants’ expense.


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E. Other Communications

11. The Parties, Plaintiffs’ Counsel and Defendants’ Counsel agree that the

Settlement shall not be publicly announced by any of them except through public relations

statements that are exchanged in advance and mutually acceptable to all Parties.

12. At the time of signing of this Settlement Agreement, the Parties, Plaintiffs’

Counsel and Defendants’ Counsel agree to exchange and approve any such public relations

statements they intend to issue. The Parties, Plaintiffs’ Counsel and Defendants’ Counsel will

not, at any time, make public statements (which includes press releases, communications to the

press or other media, statements on the Internet, speeches, or other communications in public

fora) concerning the Settlement, the Action, the litigation of the Action, or the Parties, witnesses,

individuals or counsel involved in the Action, apart from the agreed public relations statements,

with the exceptions that (i) the Parties shall have the right to disclose the Settlement to comply

with their financial, legal, reporting, and securities obligations, (ii) the Parties shall have the right

to take actions to enforce the Settlement to the extent necessary, (iii) Defendants’ Counsel and

Plaintiffs’ Counsel shall have the right to communicate with their clients regarding the Action

and the Settlement, (iv) Pfizer shall have the right to communicate with its shareholders

regarding the Action and the Settlement, (v) Plaintiffs’ Counsel shall have the right to

communicate with Class Members regarding the Action and the Settlement, and (vi) as set forth

below:

(a) with respect to Plaintiffs and Plaintiffs’ Counsel, their public

relations statement shall be permitted to contain the following or similar statements: that the

Settlement was entered into for purposes of avoiding the risks associated with continuing

litigation, that they believe the Settlement is a good outcome for the Class, and that they are quite


21

satisfied with the results. Plaintiffs and Plaintiffs’ Counsel can make the same statements in

response to inquiries by the media and Class Members and on their websites, and can advise the

questioner to review the formal Settlement papers and briefing for any further information

regarding the Settlement, and

(b) with respect to Defendants and Defendants’ Counsel, their public

relations statement shall be permitted to contain the following or similar statements: that the

Settlement was entered into for purposes of avoiding continuing costs of litigation, that the

Settlement does not constitute any admission as to liability or wrongdoing, and that they are

satisfied with the results. Defendants and Defendants’ Counsel can make the same statements in

response to inquiries by the media and on their websites, and can advise the questioner to review

the formal Settlement papers and briefing for any further information regarding the Settlement.

F. Notice and Administrative Expenses

13. Lead Counsel or the Settlement Administrator may draw up to $3,000,000

from the Escrow Account at any time after the funding described in paragraph 2 herein, to pay

the reasonable costs of providing notice of the Settlement to the Class, as well as customary

administration costs without further approval from Defendants or any prior order or approval

from the Court. With the exception of amounts disbursed for providing notice to the Class,

customary administration costs, and the payment of any awarded attorneys’ fees and expenses as

set forth in paragraphs 16-17, the Settlement Amount (including accumulated interest) shall not

be distributed until the Settlement is reduced to a final, non-appealable judgment. If prior to the

Effective Date, Notice and Administrative Expenses exceed $3,000,000, Lead Counsel may pay

Notice and Administrative Expenses exceeding $3,000,000 upon prior approval from

Defendants. Following the Effective Date, Notice and Administrative Expenses exceeding


22

$3,000,000 may be paid from the Escrow Account without further approval from Defendants or

any prior order or approval from the Court.

G. Objections by Class Members

14. Any Class Member who wishes to object to the fairness, reasonableness or

adequacy of the Settlement, to any term(s) of this Settlement Agreement, to the proposed Plan of

Allocation, or to the Attorneys’ Fees and Expenses Application may do so no later than twenty-

five (25) calendar days prior to the Final Approval Hearing, and subject to the requirements set

out in the Preliminary Approval Order and Notice.

H. Attorneys’ Fees and Expenses

15. Lead Counsel, on behalf of Plaintiffs’ Counsel, shall file and serve the

Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the

Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request

by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection

with their representation of the Class.

16. The Attorneys’ Fees and Expenses Award shall be paid out of the

Settlement Fund.

17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel

from the Escrow Account, within 5 business days after the date the District Court enters the

Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals

related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of

Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall

be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full,

and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n)


23

herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is

terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and

interest thereon, in the event of a reduction of such an award of fees and expenses.

18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall

bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class,

or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the

Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery

amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses

Application.

I. Settlement Administration

19. The Settlement Administrator shall be retained by Lead Counsel subject to

the approval of the Court.

20. The Settlement Administrator shall administer the Settlement, including

but not limited to the process of receiving, reviewing and approving or denying Claims under

Lead Counsel’s supervision and subject to the jurisdiction of the Court. Defendants shall have

no responsibility for the administration of the Settlement and shall have no liability to Class

Members or Lead Counsel in connection with this administration. Lead Counsel shall designate

a contact person at the Settlement Administrator to whom Defendants may refer all inquiries they

receive from potential Claimants.

21. The Settlement Administrator shall receive Claims and determine first,

whether the Claim is an Authorized Claim, in whole or in part; and second, each Authorized

Claimant’s pro rata share of the Net Cash Settlement Amount based upon each Authorized


24

Claimant’s Recognized Claim (as calculated pursuant to the Plan of Allocation set forth in the

Notice annexed hereto as Exhibit A-1, or in such other plan of allocation as the Court approves).

22. The Plan of Allocation contained in Exhibit A-1 hereto is not a necessary

term of this Settlement Agreement, and it is not a condition of this Settlement Agreement that

any particular plan of allocation be approved. No Defendant shall have any involvement with or

liability, obligation or responsibility whatsoever for the application of the Court-approved plan

of allocation.

23. Each Authorized Claimant shall be allocated a pro rata share of the Net

Cash Settlement Amount based on his, her or its Recognized Claim compared to the total

Recognized Claims of all Authorized Claimants.

24. Any Class Member who does not submit a valid Claim Form will not be

entitled to receive any distribution from the Net Cash Settlement Amount, but will otherwise be

bound by all of the terms of this Settlement Agreement and the Settlement, including the terms

of the Judgment to be entered in the Action and the Releases provided for herein, and will be

barred and enjoined from bringing any action against the Releasees concerning the Released

Plaintiffs’ Claims.

25. Lead Counsel shall be responsible for supervising the administration of the

Settlement and disbursement of the Net Cash Settlement Amount by the Settlement

Administrator. Defendants shall have no liability, obligation or responsibility for the

administration of the Settlement or disbursement of the Net Cash Settlement Amount.

Defendants shall not be permitted to review, contest or object to any submitted Claim Form or

any decision of the Settlement Administrator or Lead Counsel with respect to accepting or

rejecting any submitted Claim Form or Claim for payment by a Class Member. Lead Counsel


25

shall have the right, but not the obligation, to waive what it deems to be formal or technical

defects in any Claim Forms submitted in the interests of achieving substantial justice.

26. For purposes of determining the extent, if any, to which a Class Member

shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply:

a. Each Class Member shall be required to submit a Claim Form

substantially in the form attached hereto as Exhibit A-2, supported by such documents as are

designated therein, including proof of the Claimant’s loss, or such other documents or proof as

the Settlement Administrator or Lead Counsel, in their discretion, may deem acceptable.

b. All Claim Forms must be submitted by the date set by the Court in

the Preliminary Approval Order and specified in the Notice, unless such deadline is extended by

Order of the Court. Any Class Member who fails to submit a Claim Form by such date shall be

forever barred from receiving any distribution from the Net Cash Settlement Amount or payment

pursuant to this Settlement Agreement (unless, by Order of the Court, late-filed Claim Forms are

accepted), but shall in all other respects be bound by all of the terms of this Settlement

Agreement and the Settlement including the terms of the Judgment and the Releases provided for

herein, and will be barred and enjoined from bringing any action against the Releasees

concerning the Released Plaintiffs’ Claims. A Claim Form shall be deemed to be submitted

when posted, if received with a postmark indicated on the envelope and if mailed by first-class

mail and addressed in accordance with the instructions thereon. In all other cases, a Claim Form

shall be deemed to have been submitted on the date when actually received by the Settlement

Administrator.

c. Each Claim Form shall be submitted to and reviewed by the

Settlement Administrator, under the supervision of Lead Counsel, who shall determine in


26

accordance with this Settlement Agreement and the Court-approved plan of allocation, the

extent, if any, to which each Claim shall be allowed, subject to review by the Court pursuant to

subparagraph (e) below.

d. Claim Forms that do not meet the submission requirements may be

rejected. Prior to rejecting a Claim in whole or in part, the Settlement Administrator shall

communicate with the Claimant in writing, to give the Claimant the chance to remedy any

curable deficiencies in the Claim Form submitted. The Settlement Administrator, under the

supervision of Lead Counsel, shall notify, in a timely fashion and in writing, all Claimants whose

Claim they propose to reject in whole or in part, setting forth the reasons therefore, and shall

indicate in such notice that the Claimant whose claim is to be rejected has the right to a review

by the Court if the Claimant so desires and complies with the requirements of subparagraph

(e) below.

e. If any Claimant whose Claim has been rejected in whole or in part

desires to contest such rejection, the Claimant must, within twenty (20) days after the date of

mailing of the notice required in subparagraph (d) above, serve upon the Settlement

Administrator a notice and statement of reasons indicating the Claimant’s grounds for contesting

the rejection along with any supporting documentation, and requesting a review thereof by the

Court. If a dispute concerning a Claim cannot be otherwise resolved, Lead Counsel shall

thereafter present the request for review to the Court.

27. Each Claimant shall be deemed to have submitted to the jurisdiction of the

Court with respect to the Claimant’s Claim, and the Claim will be subject to investigation and

discovery under the Federal Rules of Civil Procedure, provided, however that such investigation

and discovery shall be limited to that Claimant’s status as a Class Member and the validity and


27

amount of the Claimant’s Claim. No discovery shall be allowed on the merits of the Action or

Settlement in connection with the processing of Claim Forms.

28. Following the date on which the Settlement is no longer subject to further

appeal or review, whether by exhaustion of any possible appeal, lapse of time, or otherwise, and

the Settlement Administrator has completed processing all of the Claims submitted in connection

with the Settlement, Lead Counsel will apply to the Court, on notice to Defendants’ Counsel, for

a Class Distribution Order: (a) approving the Settlement Administrator’s administrative

determinations concerning the acceptance and rejection of the Claims submitted; (b) approving

payment of any unpaid Notice and Administrative Expenses associated with the administration

of the Settlement from the Escrow Account; and (c) if the Effective Date has occurred, directing

payment of the Net Cash Settlement Amount to the Authorized Claimants.

29. Upon entry of the Class Distribution Order, the Net Cash Settlement

Amount (which excludes (i) the Attorneys’ Fees and Expenses Award, (ii) Notice and

Administrative Expenses incurred, (iii) estimated Notice and Administrative Expenses for

distributing the Net Cash Settlement Amount to eligible Class Members, and (iv) any taxes paid

or to be paid on the Settlement Amount (and accumulated interest) and related tax preparation

expenses) shall be promptly distributed to Authorized Claimants in accordance with the plan of

allocation approved by the Court.

30. In the event that the Settlement is no longer subject to further appeal or

review, the Settlement Administrator has completed processing all of the Claims submitted in

connection with the Settlement, and the Court has entered an order authorizing distribution of the

Settlement proceeds to the Class, but the Attorneys’ Fees and Expenses Award is on appeal or

subject to further appeal or review, Lead Counsel may conduct a partial distribution of the Net


28

Cash Settlement Amount to eligible members of the Class after setting aside and holding in

reserve the amount of attorneys’ fees and expenses at issue on appeal.

31. If there is any balance remaining in the Net Cash Settlement Amount after

nine (9) months from the date of distribution of the Net Cash Settlement Amount (whether by

reason of tax refunds, uncashed checks, or otherwise), Lead Counsel shall, if economically

feasible, reallocate such balance among Authorized Claimants in an equitable and economic

fashion. Lead Counsel shall conduct further re-distributions of the Net Cash Settlement Amount

to Authorized Claimants until it is determined that further re-distributions are not economically

feasible. Thereafter, any balance that still remains in the Net Cash Settlement Amount shall be

donated to an appropriate non-profit organization to be agreed upon by counsel for Plaintiffs and

Defendants.

32. Payment pursuant to the Class Distribution Order shall be final and

conclusive against all Class Members. All Class Members whose Claims are not approved by

the Court shall be barred from participating in distributions from the Net Cash Settlement

Amount, but otherwise shall be bound by all of the terms of this Settlement Agreement and the

Settlement, including the terms of the Judgment to be entered in the Action and the Releases

provided for herein and therein, and will be barred and enjoined from bringing any action against

any and all of the Releasees concerning any and all of the Released Plaintiffs’ Claims.

33. All proceedings with respect to the administration, processing and

determination of Claims and the determination of all controversies relating thereto, including

disputed questions of law and fact with respect to the validity of Claims, shall be subject to the

jurisdiction of the Court.


29

J. Taxes

34. The Parties and the Escrow Agent agree to treat the Settlement Fund as

being at all times a “qualified settlement fund” within the meaning of Treas. Reg. §1.468B-1. In

addition, Lead Counsel, or agent designated by Lead Counsel, shall timely make such elections

as necessary or advisable to carry out the provisions of this paragraph, including the “relation-

back election” (as defined in Treas. Reg. §1.468B-1) back to the earliest permitted date. Such

elections shall be made in compliance with the procedures and requirements contained in such

regulations. It shall be the responsibility of Lead Counsel, or agent designated by Lead Counsel,

to timely and properly prepare and deliver the necessary documentation for signature by all

necessary parties, and thereafter to cause the appropriate filing to occur.

35. For the purpose of §468B of the Internal Revenue Code of 1986, as

amended, and the regulations promulgated thereunder, the “administrator” shall be Lead

Counsel. Lead Counsel, or agent designated by Lead Counsel, shall timely and properly file all

informational and other tax returns necessary or advisable with respect to the Settlement Fund

(including, without limitation, the returns described in Treas. Reg. §1.468B-2(k)). Such returns

(as well as the election described in paragraph 34) shall be consistent with this paragraph and in

all events shall reflect that all taxes (including any estimated taxes, interest or penalties) on the

income earned by the Settlement Fund shall be paid out of the Escrow Account as provided in

paragraph 36.

36. All (i) taxes (including any estimated taxes, interest or penalties) arising

with respect to the income earned by the Settlement Fund, including any taxes or tax detriments

that may be imposed upon the Releasees or Releasors or their counsel with respect to any income

earned by the Settlement Fund for any period during which the Settlement Fund does not qualify


30

as a “qualified settlement fund” for federal or state income tax purposes, and (ii) expenses and

costs incurred in connection with the operation and implementation of this paragraph (including,

without limitation, expenses of tax attorneys and/or accountants and mailing and distribution

costs and expenses relating to filing (or failing to file) the returns described in this paragraph)

(“tax expenses”), shall be paid out of the Escrow Account; in all events the Releasees and their

counsel shall have no liability or responsibility for any taxes or tax expenses. The Settlement

Fund shall indemnify and hold each of the Releasees and their counsel harmless for taxes and tax

expenses (including, without limitation, taxes payable by reason of any such indemnification).

Further, taxes and tax expenses shall be treated as, and considered to be, a cost of administration

of the Settlement Fund and shall be timely paid by the Escrow Agent, upon instruction from

Lead Counsel, out of the Escrow Account without prior order from the Court, and the Escrow

Agent, upon instruction from Lead Counsel, shall be authorized (notwithstanding anything

herein to the contrary) to withhold from distribution to Authorized Claimants any funds

necessary to pay such amounts, including the establishment of adequate reserves for any taxes

and tax expenses (as well as any amounts that may be required to be withheld under Treas. Reg.

§1.468B-2(1)(2)). The Parties agree to cooperate with the Escrow Agent, each other, and their

tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of

this paragraph.

K. Releases and Waivers

37. Pursuant to the Order Approving Settlement and Final Judgment, without

further action by anyone, and whether or not a Claim Form has been executed and/or delivered

by or on behalf of any such Class Member, on and after the Effective Date, Plaintiffs and all

other Class Members, on behalf of themselves and their other Releasors, and anyone claiming


31

through or on behalf of any of them, for good and sufficient consideration, shall be deemed to

have, and by operation of law and of the Order Approving Settlement and Final Judgment shall

have, fully, finally, and forever released, relinquished, settled, and discharged all Released

Plaintiffs’ Claims against each and every one of the Releasees, except to the extent otherwise

specified in this Settlement Agreement.

38. Pursuant to the Order Approving Settlement and Final Judgment, without

further action by anyone, on and after the Effective Date, each and all Defendants, on behalf of

themselves and their respective legal representatives, heirs, executors, administrators,

predecessors, successors in interest, transferees and assignees, in their capacities as such, for

good and sufficient consideration, shall be deemed to have, and by operation of law and of the

Order Approving Settlement and Final Judgment shall have, fully, finally, and forever released,

relinquished, settled, and discharged all Released Defendants’ Claims against each and every one

of the Plaintiffs’ Releasees, except to the extent otherwise specified in this Settlement

Agreement.

39. Nothing in the Order Approving Settlement and Final Judgment shall bar

any action or Claim by the Parties or their counsel to enforce the terms of this Settlement

Agreement or the Order Approving Settlement and Final Judgment.

40. Pending final determination of whether the Settlement should be approved

and applied in the Action, neither Plaintiffs, nor any of the Class Members, shall commence,

maintain or prosecute against Defendants, the other Releasees, or any of them, any action or

proceeding in any court or tribunal asserting or relating to any of the Released Plaintiffs’ Claims,

and none of Defendants shall commence, maintain or prosecute against Plaintiffs, the other


32

Plaintiffs’ Releasees, or any of them, any action or proceeding in any court or tribunal asserting

or relating to any of the Released Defendants’ Claims.

41. The releases and waivers contained herein were separately bargained for

and are essential elements of the Settlement Agreement.

L. Preliminary Approval of Settlement

42. Promptly upon execution of this Settlement Agreement, Plaintiffs shall file

a motion for preliminary approval of the Settlement Agreement and the Court’s entry of the

Preliminary Approval Order, substantially in the form of Exhibit A hereto. Defendants shall not

oppose Plaintiffs’ motion if consistent with the terms of the Settlement.

M. Final Approval Hearing, Order Approving Settlement and Final Judgment and Dismissal

43. The Parties shall request that the Court schedule a Final Approval Hearing

at which to consider whether to approve this Settlement Agreement, and the Settlement

embodied herein, as fair, reasonable and adequate and in the best interest of the Class and if

approved, to enter the Judgment, substantially in the form attached hereto as Exhibit B. In

connection therewith, Plaintiffs shall request the Court (i) to approve the Plan of Allocation, and

(ii) to approve Lead Counsel’s Attorneys’ Fees and Expenses Application.

N. No Admissions

44. Except as otherwise expressly provided herein, this Settlement Agreement,

whether or not consummated, and any proceedings taken pursuant to it:

a. shall not be offered or received against Defendants for any

purpose, including without limitation as evidence of, or construed as or deemed to be evidence

of, any presumption, concession or admission by any of Defendants with respect to the truth of

any fact alleged by Plaintiffs or the validity of any Claim that had been or could have been


33

asserted against Defendants in the Action or in any litigation, or of any liability, negligence, fault

or wrongdoing of Defendants;

b. shall not be offered or received against Defendants for any

purpose, including without limitation as evidence of a presumption, concession or admission of

any fault, misrepresentation or omission with respect to any statement or written document

approved or made by any Defendant, or against Plaintiffs or any other Class Members as

evidence of any infirmity in the claims of Plaintiffs or the other Class Members;

c. shall not be offered or received against Defendants or against

Plaintiffs or any other Class Members for any purpose, including without limitation as evidence

of a presumption, concession or admission with respect to any liability, negligence, fault or

wrongdoing, or in any way referred to for any other reason as against any of the Parties to this

Settlement Agreement, in any other civil, criminal or administrative action or proceeding, other

than such proceedings as may be necessary to effectuate the provisions of this Settlement

Agreement; provided, however, that if this Settlement Agreement is approved by the Court,

Defendants may refer to them to effectuate the liability protection granted them hereunder;

d. shall not be construed against Defendants, Plaintiffs or any other

Class Members for any purpose, including without limitation as an admission or concession that

the consideration to be given hereunder represents the amount that could be or would have been

recovered after trial; and/or

e. shall not be construed as or received in evidence as an admission,

concession or presumption against Plaintiffs or other Class Members or any of them that any of

their Claims are without merit or that damages recoverable under the Amended Complaint would

not have exceeded the Settlement Amount.


34

O. Modification or Termination of this Settlement Agreement

45. The terms and provisions of this Settlement Agreement may not be

altered, amended or modified except in writing signed by all Parties.

46. Any Party shall have the right to terminate the Settlement if the Court does

not approve the Settlement Agreement, or if the Court (or any appellate court) modifies the

Settlement Agreement in any way that a Party in good faith determines is material. Plaintiffs

have the right to terminate the Settlement if Pfizer fails to timely and completely fund the

Settlement Amount in accordance with this Settlement Agreement.

47. Plaintiffs may not terminate the Settlement based on the Attorneys’ Fees

and Expenses Award or the Court’s approval of a plan of allocation.

48. This Settlement Agreement does not provide for Class Members to opt out

of the Class since they were already given the opportunity to opt out in 2012 in connection with

the Notice of Pendency of Class Action. If, contrary to the Parties’ agreement, the District Court

requires a second opt-out period, the Parties agree to negotiate a provision allowing Defendants

to terminate the Settlement if Class Members who purchased more than a certain percentage of

the total number of shares of Pfizer common stock purchased during the Class Period request

exclusion from the Class. Any such provision shall be confidential and shall not be filed with the

Court unless necessary to establish that such option to terminate has been triggered.

49. Unless otherwise ordered by the Court, in the event this Settlement

Agreement shall terminate, or be canceled, or shall not become effective for any reason, within

twenty (20) business days after written notification of such event is sent by Defendants’ Counsel

or Lead Counsel to the Escrow Agent, the Settlement Amount (including accrued interest), less

Notice and Administrative Expenses that have either been incurred or disbursed pursuant to


35

paragraph 13 hereof and taxes and tax expenses incurred or disbursed, shall be refunded pursuant

to written instructions from Defendants’ Counsel. If said amount or any portion thereof is not

returned within twenty-five (25) business days after receiving written instructions from

Defendants’ Counsel, then interest shall accrue thereon at twice the rate as earned by the

Settlement Amount until the date that said amount is returned. The Escrow Agent or its designee

shall apply for any tax refund that may be owed or receivable on the Settlement Fund and pay the

proceeds, after deduction of any fees or expenses incurred in connection with such application(s)

for refund, directly pursuant to written instructions from Defendants’ Counsel.

50. In the event this Settlement Agreement shall terminate, or be canceled, or

shall not become effective for any reason, the Parties shall return to their respective positions in

the Action as of July 18, 2016, the date of their Memorandum of Understanding memorializing

the Parties’ agreement-in-principle to settle the Action.

P. Miscellaneous Provisions

51. Plaintiffs and their counsel represent and warrant that none of the

Released Plaintiffs’ Claims or causes of action referred to herein has been assigned, encumbered

or in any manner transferred in whole or in part.

52. All of the exhibits attached hereto are hereby incorporated by reference as

though fully set forth herein.

53. The Parties to this Settlement Agreement intend the Settlement to be a

final and complete resolution of all disputes asserted or that could be asserted by Plaintiffs, any

other Class Members and their attorneys against the Releasees with respect to the Released

Plaintiffs’ Claims. Accordingly, Plaintiffs and Defendants agree not to assert in any forum that

the Action was brought by Plaintiffs or defended by Defendants in bad faith or without a


36

reasonable basis. The Parties hereto shall assert no claims of any violation of Rule 11 of the

Federal Rules of Civil Procedure relating to the prosecution, defense or settlement of the Action.

The Parties agree that the amount paid and the other terms of the Settlement were negotiated at

arm’s-length in good faith by the Parties and reflect a settlement that was reached voluntarily

after consultation with experienced legal counsel.

54. The headings herein are used for the purpose of convenience only and are

not meant to have legal effect.

55. The administration and consummation of the Settlement as embodied in

this Settlement Agreement shall be under the authority of the Court, and the Court shall retain

jurisdiction for the purpose of entering orders providing for awards of attorneys’ fees and

expenses to Plaintiffs’ Counsel and reimbursement of costs and expenses to Plaintiffs and

enforcing the terms of this Settlement Agreement.

56. The waiver by one party of any breach of this Settlement Agreement by

any other party shall not be deemed a waiver of any other prior or subsequent breach of this


57. This Settlement Agreement and its exhibits constitute the entire agreement

among the Parties hereto concerning the Settlement of the Action, and no representations,

warranties or inducements have been made by any party hereto concerning this Settlement

Agreement and its exhibits other than those contained and memorialized in such documents.

58. This Settlement Agreement may be executed in one or more original,

faxed, and/or scanned and electronically mailed counterparts. All executed counterparts and

each of them shall be deemed to be one and the same instrument provided, however, that counsel


37

for the signatories of this Settlement Agreement shall exchange among themselves, which

exchange may be by fax or by electronic mail, original signed counterparts.

59. This Settlement Agreement shall be binding upon and inure to the benefit

of the successors and assigns of the Parties hereto.

60. The construction, interpretation, operation, effect and validity of this

Settlement Agreement, and all documents necessary to effectuate it, shall be governed by the

internal laws of the State of New York without regard to conflicts of laws principles, except to

the extent that federal law requires that federal law govern.

61. This Settlement Agreement shall not be construed more strictly against

one party than another merely by virtue of the fact that it, or any part of it, may have been

prepared by counsel for one of the Parties, it being recognized that it is the result of arm’s-length

negotiations between the Parties, and all Parties have contributed substantially and materially to

the preparation of this Settlement Agreement.

62. All counsel and any other persons executing this Settlement Agreement

and any of the exhibits hereto, or any related Settlement documents, warrant and represent that

they have full authority to do so and that they have the authority to take appropriate action

required or permitted to be taken pursuant to this Settlement Agreement to effectuate its terms.

63. This Settlement will not be conditioned on the obtaining of or any judicial

approval of any releases between or among Defendants and/or any third parties.

64. The Parties shall at all times act in good faith and use their best efforts to

secure final Court approval of the Settlement and the dismissal of the Action upon the material

terms set forth in this Settlement Agreement.

65. All Parties will bear their own costs, except as provided herein.












EXHIBIT A


UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------X

:IN RE PFIZER INC. SECURITIES LITIGATION :

::::

----------------------------------------------------------------X

No. 04-cv-9866 (LTS)(HBP)

ECF CASE

PROPOSED ORDER PRELIMINARILY APPROVING SETTLEMENT, DIRECTING NOTICE TO CLASS MEMBERS, AND

SETTING HEARING FOR FINAL APPROVAL OF SETTLEMENT

WHEREAS, the Court-appointed Lead Plaintiff Teachers’ Retirement System of

Louisiana and additional Court-appointed class representatives Christine Fleckles, Julie Perusse

and Alden Chace (collectively, “Plaintiffs”), on behalf of themselves and the Court-certified

Class, and (ii) defendants Pfizer Inc. (“Pfizer”), Henry A. McKinnell, Karen L. Katen, Joseph M.

Feczko, and Gail Cawkwell (collectively, “Defendants” and, together with Plaintiffs, the

“Parties”) have entered into a Stipulation and Agreement of Settlement (the “Settlement

Agreement”) that, together with the exhibits annexed thereto, sets forth the terms and conditions

for a proposed settlement of the above-captioned action (the “Action”) and for dismissal of the

Action with prejudice upon the terms and conditions set forth therein;

WHEREAS, Plaintiffs have moved, pursuant to Rule 23(e) of the Federal Rules of Civil

Procedure, for an Order preliminarily approving the Settlement in accordance with the terms of

the Settlement Agreement and providing for notice to the Class and scheduling a fairness

hearing; and

WHEREAS, the Court has read and considered the Settlement Agreement and exhibits

thereto, and has found that substantial and sufficient grounds exist for entering this Order;


2

NOW, THEREFORE, IT IS HEREBY ORDERED, as follows:

1. The Court, for the purposes of this Order, adopts all defined terms set forth in the


2. The Court preliminarily approves the Settlement Agreement and the Settlement

set forth therein and finds that the Settlement is sufficiently fair, reasonable and adequate to the

Class Members and in the best interests of the Class to warrant providing notice of the

Settlement to Class Members and holding a final fairness hearing (“Final Approval Hearing”).

3. The Final Approval Hearing shall be held before this Court on

____________________, 2016 at ____ _.m. in Courtroom 12D of the Daniel Patrick Moynihan

United States Courthouse, 500 Pearl Street, New York, NY 10007, (i) to determine whether the

proposed Settlement of the Action on the terms and conditions provided for in the Settlement

Agreement is fair, reasonable and adequate and in the best interests of the Class and should be

approved by the Court; (ii) to determine whether the Judgment should be entered herein; (iii) to

determine whether the proposed Plan of Allocation is fair and reasonable and should be

approved; (iv) to determine whether the Attorneys’ Fees and Expenses Application should be

approved; and (v) to consider any other matters that may properly be brought before the Court in

connection with the Settlement. The Court may adjourn the Final Approval Hearing without

further notice to Class Members and may approve the proposed Settlement with such

modifications as the Parties may agree to, if appropriate, without further notice to the Class.

4. The Court approves, as to form and content, the Notice, the Claim Form and the

Publication Notice annexed as Exhibits A-1, A-2, and A-3, respectively, to the Settlement

Agreement, and finds that the mailing and distribution of the Notice and the Claim Form and

publishing of the Publication Notice substantially in the manner and form set forth in this Order


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meet the requirements of Federal Rule of Civil Procedure 23, due process, the United States

Constitution, § 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), as

amended by the Private Securities Litigation Reform Act of 1995, and all other applicable law

and rules, and is the best notice practicable under the circumstances and shall constitute due and

sufficient notice to all persons and entities entitled thereto.

5. Lead Counsel shall cause the Notice and the Claim Form, substantially in the

forms annexed to the Settlement Agreement as Exhibits A-1 and A-2, to be mailed, by first class

mail, postage prepaid, within fifteen (15) calendar days after the entry of this Order to all persons

and entities who were previously mailed copies of the Notice of Pendency of Class Action and

any other potential Class Members who otherwise can be identified through reasonable effort.

Lead Counsel shall, at least seven (7) calendar days before the Final Approval Hearing, file with

the Court proof of mailing of the Notice and Claim Form.

6. Lead Counsel shall cause the Publication Notice, substantially in the form

annexed to the Settlement Agreement as Exhibit A-3, to be published once in The Wall Street

Journal and The New York Times, and transmitted once over PR Newswire within ten (10)

calendar days following the mailing of the Notice and Claim Form. Lead Counsel shall, at least

seven (7) calendar days before the Final Approval Hearing, file with the Court proof of

publication of the Publication Notice.

7. Contemporaneously with the mailing of the Notice and Claim Form and

publication of the Publication Notice, the Settlement Administrator shall post these documents

on the website developed for the Settlement.

8. Nominees who purchased or otherwise acquired the common stock of Pfizer

between October 31, 2000 and October 19, 2005, inclusive, shall, within ten (10) days after


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receipt of the Notice, either: (i) send the Notice and the Claim Form to all beneficial owners of

such Pfizer common stock, or (ii) to the extent that they have not already done so in connection

with the previously disseminated Notice of Pendency of Class Action (“Class Notice”), send a

list of the names and addresses of such beneficial owners to the Settlement Administrator, in

which event the Settlement Administrator shall promptly mail the Notice and the Claim Form to

such beneficial owners. If the Nominee previously provided names and addresses of beneficial

owners in connection with the Class Notice and those names and addresses remain valid, the

Settlement Administrator will mail the Notice and the Claim Form to such persons and entities.

If the Nominee is aware of name and address changes for beneficial owners that were previously

submitted in connection with the Class Notice or if the Nominee has names and addresses for

beneficial owners of the relevant Pfizer common stock that were not previously submitted in

connection with the Class Notice, the Nominee shall provide updated information or contact

information for the additional beneficial owners to the Settlement Administrator within ten (10)

days after receipt of the Notice. If the Nominee previously elected to mail the Class Notice

directly to beneficial owners, the Settlement Administrator shall forward the same number of

copies of the Notice and the Claim Form to such Nominees to forward to their beneficial owners.

The Settlement Administrator shall, if requested, reimburse Nominees solely for their reasonable

out-of-pocket expenses incurred in providing the Notice and Claim Form to beneficial owners

who are Class Members out of the Settlement Fund, which expenses would not have been

incurred except for the sending of such Notice, subject to further order of this Court with respect

to any dispute concerning such compensation.

9. The Court approves Lead Counsel’s selection of Garden City Group LLC as the

Settlement Administrator. Prior to the Effective Date, Lead Counsel may pay from the Escrow


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Account, without further approval from the Defendants or further order or approval of the Court,

all reasonable Notice and Administrative Expenses actually incurred up to $3,000,000. Notice

and Administrative Expenses shall include, without limitation, the actual costs of printing and

mailing the Notice and Claim Form, reimbursements to Nominees for forwarding the Notice to

their beneficial owners, publication of the Publication Notice, the administrative expenses

incurred and fees charged by the Settlement Administrator in connection with providing Notice

and processing the submitted Claims, and the fees, if any, charged by the Escrow Agent. Notice

and Administrative Expenses exceeding $3,000,000 may be paid from the Settlement Fund

following the Effective Date, or as otherwise permitted pursuant to the Settlement Agreement.

10. In light of the extensive notice program undertaken in connection with class

certification and the ample opportunity provided to Class Members to request exclusion from the

Class at that time, the Court finds that it is unnecessary to afford Class Members a further

opportunity to request exclusion. Additionally, any person or entity opting out of the Class

would appear to be time barred from bringing an action for claims being released by the

Settlement. Police & Fire Ret. Sys. of the City of Detroit v. IndyMac MBS, Inc., 721 F.3d 95 (2d

Cir. 2013).

11. Any person or entity who or which previously and validly requested exclusion in

compliance with the terms stated in the Class Notice and were not accepted back into the Class,

as set forth on Exhibit C to the Stipulation, shall not receive any payment out of the Net Cash

Settlement Amount.

12. Any Class Member may enter an appearance in the Action, at his, her or its own

expense, individually or through counsel of his, her or its own choice, by filing with the Clerk of

Court and delivering a notice of appearance to designees of both Lead Counsel and Defendants’


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Counsel, at the addresses set forth in paragraph 13 below, such that it is received no later than

twenty-five (25) calendar days prior to the Final Approval Hearing, or as the Court may

otherwise direct. Any Class Member who does not enter an appearance will be represented by

Lead Counsel.

13. Any Class Member may submit an objection to show cause why the proposed

Settlement should not be approved as fair, reasonable and adequate and in the best interests of

the Class; why a judgment should not be entered thereon; why the Plan of Allocation should not

be approved; or why Plaintiffs’ Counsel’s application for an award of attorneys’ fees and

expenses and reimbursement of Plaintiffs’ costs and expenses should not be granted, provided,

however, that no Class Member shall be heard or entitled to contest the approval of the terms and

conditions of the proposed Settlement, the Order Approving Settlement and Final Judgment to be

entered approving the same, the proposed Plan of Allocation or the attorneys’ fees and expenses

requested or reimbursement of Plaintiffs’ costs and expenses, unless no later than twenty-five

(25) calendar days prior to the Final Approval Hearing, such Class Member has served by hand

or by overnight delivery written objections and copies of any supporting papers and briefs upon

each of the following:

Lead Counsel’s Designee:

Mary S. Thomas, Esq. Grant & Eisenhofer P.A. 123 Justison Street Wilmington, DE 19801 (302) 622-7000 [email protected]

Defendants’ Counsel’s Designee:

Lynn K. Neuner, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue


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New York, NY 10017 (212) 455-2696 [email protected]

and has filed said objections, papers and briefs, showing due proof of service upon Lead Counsel

and Defendants’ Counsel, with the Clerk of the United States District Court for the Southern

District of New York, 500 Pearl Street, New York, NY 10007, no later than twenty-five (25)

calendar days prior to the Final Approval Hearing. Any objections: (a) must state the name,

address and telephone number of the person or entity objecting and must be signed by the

objector; (b) must contain a statement of the Class Member’s objection or objections, and the

specific reasons for each objection, including any legal and evidentiary support the Class

Member wishes to bring to the Court’s attention; and (c) must include documents sufficient to

prove membership in the Class, including the number of shares of Pfizer common stock that the

objecting Class Member purchased/acquired and/or sold during the Class Period, as well as the

dates and prices of each such purchase/acquisition and/or sale.

14. Any Class Member who does not object in the manner prescribed above shall be

deemed to have waived his, her or its right to object and shall forever be foreclosed from making

any objection to the fairness, adequacy or reasonableness of the Settlement, the Order Approving

Settlement and Final Judgment to be entered approving the Settlement, the Plan of Allocation or

the attorneys’ fees and expenses or reimbursement of Plaintiffs’ costs and expenses requested in

this or any other proceeding.

15. All opening briefs and papers in support of the Settlement, the Plan of Allocation,

Plaintiffs’ request for reimbursement of costs and expenses, and Plaintiffs’ Counsel’s application

for attorneys’ fees and expenses, shall be filed and served not later than forty (40) calendar days

prior to the Final Approval Hearing. Any papers in further support of the Settlement, the Plan of


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Allocation and the application for attorneys’ fees and expenses and reimbursement of Plaintiffs’

costs and expenses, shall be filed and served no later than fifteen (15) calendar days prior to the

Final Approval Hearing.

16. In order to participate in the Settlement and be eligible to receive a distribution

from the Net Cash Settlement Amount, in the event the Settlement is effected in accordance with

all of the terms and conditions set forth in the Settlement Agreement, each Class Member shall

take the following actions and be subject to the following conditions:

a. A properly executed Claim Form must be submitted to the Settlement

Administrator, at the Post Office Box indicated in the Notice and Claim Form, postmarked no

later than one hundred twenty (120) calendar days from the date set for the mailing of Notice.

Lead Counsel may, in its discretion, accept late-submitted Claim Forms for processing by the

Settlement Administrator, so long as distribution of the Net Cash Settlement Amount is not

materially delayed thereby. Notwithstanding the foregoing, the acceptance of late Claim Forms

is subject to Court approval. Each Claim Form shall be deemed to have been submitted when

postmarked (if properly addressed and mailed by first class mail, postage prepaid) provided such

Claim Form is actually received prior to the motion for an order of the Court approving

distribution of the Net Cash Settlement Amount. Any Claim Form submitted in any other

manner shall be deemed to have been submitted when it was actually received at the address

designated in the Notice. By submitting a Claim Form, a person or entity shall be deemed to

have submitted to the jurisdiction of the Court with respect to his, her or its Claim and the

subject matter of the Settlement.

b. The Claim Form submitted by each Class Member must be completed and

submitted in accordance with the instructions set forth therein. Each Claim Form submitted must


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satisfy the following conditions: (a) it must be properly completed, signed and submitted in a

timely manner in accordance with the provisions of the preceding paragraph; (b) it must be

accompanied by adequate supporting documentation for the transactions and holdings reported

therein, in the form of broker confirmation slips, broker account statements, an authorized

statement from the broker containing the transactional and holding information found in a broker

confirmation slip or account statement, or such other documentation as is deemed adequate by

Lead Counsel or the Settlement Administrator; (c) if the person or entity executing the Claim

Form is acting in a representative capacity, a certification of his, her or its current authority to act

on behalf of the Class Member must be included in the Claim Form to the satisfaction of Lead

Counsel or the Settlement Administrator; and (d) the Claim Form must be complete and contain

no material deletions or modifications of any of the printed matter contained therein and must be

signed under penalty of perjury.

c. Any Class Member that does not timely and validly submit a Claim Form or

whose Claim is not otherwise approved by the Court: (a) shall be deemed to have waived his, her

or its right to share in the Net Cash Settlement Amount; (b) shall be forever barred from

participating in any distributions therefrom; (c) shall be bound by the provisions of the

Settlement Agreement and the Settlement and all proceedings, determinations, orders and

judgments in the Action relating thereto, including, without limitation, the Judgment and the

Releases provided for therein, whether favorable or unfavorable to the Class; and (d) will be

barred from commencing, maintaining or prosecuting any of the Released Plaintiffs’ Claims

against each and all of the Releasees, as more fully described in the Settlement Agreement and

Notice.


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17. Defendants, Defendants’ Counsel, and the Releasees shall have no responsibility

for the Plan of Allocation or any application for attorneys’ fees and expenses submitted by

Plaintiffs’ Counsel or reimbursement of Plaintiffs’ costs and expenses, and such matters will be

considered separately from the fairness, reasonableness and adequacy of the Settlement.

18. Lead Counsel is authorized and directed to prepare any tax returns and any other

tax reporting form for or in respect to the Settlement Fund, to pay from the Settlement Fund any

taxes owed and tax expenses with respect to the Settlement Fund, and to otherwise perform all

obligations with respect to taxes and any reporting or filings in respect thereof without further

order of the Court in a manner consistent with the provisions of the Settlement Agreement.

19. If the Settlement is terminated as provided in the Settlement Agreement, the

Settlement is not approved, or the Effective Date of the Settlement otherwise fails to occur, this

Order shall be vacated, rendered null and void and be of no further force and effect, except as

otherwise provided by the Settlement Agreement, and this Order shall be without prejudice to the

rights of Plaintiffs, the Class Members and Defendants, and the Parties shall revert to their

respective positions in the Action as of July 18, 2016, as provided in the Settlement Agreement.

20. Neither the Settlement Agreement, nor any of its respective terms or provisions,

nor any of the negotiations or proceedings connected with it, shall be construed as an admission

or concession by Plaintiffs of any lack of merit to the claims asserted in the Action, or by

Defendants of the truth of any of the allegations in the Action.

21. Pending final determination of whether the Settlement should be approved,

Plaintiffs and all Class Members, and each of them, and anyone who acts or purports to act on

their behalf, shall not institute, commence or prosecute any action that asserts Released

Plaintiffs’ Claims against any Releasees.


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ENTERED at New York, NY, this _____ day of _______________, 2016.

______________________________Hon. Laura Taylor Swain United States District Judge


EXHIBIT A-1




::::

----------------------------------------------------------------X


ECF CASE

NOTICE OF PROPOSED SETTLEMENT OF SECURITIES CLASS ACTION, APPLICATION FOR ATTORNEYS’ FEES

AND EXPENSES, AND SETTLEMENT FAIRNESS HEARING

To: All persons and entities who purchased and/or otherwise acquired Pfizer Inc. (“Pfizer” or “PFE”) common stock between and including October 31, 2000 and October 19, 2005.

A federal court has authorized this notice. This is not a solicitation from a lawyer.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE EXPLAINS IMPORTANT RIGHTS YOU MAY HAVE, INCLUDING THE POSSIBLE

RECEIPT OF CASH FROM THE SETTLEMENT.

IF YOU ARE A MEMBER OF THE CLASS, YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT WHETHER YOU TAKE

ANY ACTION PURSUANT TO THIS NOTICE OR NOT.

This Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Southern District of New York (the “Court”). The purpose of this Notice is to inform you of the proposed settlement (the “Settlement”) of the above-captioned class action lawsuit (the “Action”) against Pfizer, Henry A. McKinnell, Karen L. Katen, Joseph M. Feczko and Gail Cawkwell (collectively the “Defendants”) for a total of $486,000,000 in cash (the “Settlement Amount”) that, if approved, will resolve all claims in the Action. The Notice also is being sent to inform you of the hearing (the “Final Approval Hearing”) to be held by the Court to consider (i) the fairness, reasonableness and adequacy of the Settlement as set forth in the Settlement Agreement1 and whether the Settlement should be approved; (ii) whether the proposed plan for allocating the proceeds of the Settlement to eligible members of the Class (as set forth in Appendix A hereto) should be approved; (iii) Lead Counsel’s application for attorneys’ fees and expenses, including reimbursement of Plaintiffs’

1 Any capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement dated August 26, 2016 (the “Settlement Agreement”), which is available at www.pfizersecuritieslitigationsettlement.com.


2

costs and expenses (as addressed on page __ and in Question No. 14 below); and (iv) certain other matters.

This Notice is directed to you in the belief that you may be a member of the Class whose rights might be affected by the Settlement. If you do not meet the Class definition or if you previously excluded yourself from the Class in connection with the Notice of Pendency of Class Action previously disseminated in 2012 (the “Class Notice”) and are listed on Exhibit C to the Settlement Agreement, this Notice does not apply to you. If you are uncertain whether you are a member of the Class, contact Lead Counsel identified below, or consult your own attorney.

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT

SUBMIT A CLAIM FORM. The only way to be eligible to receive a payment from the Settlement Fund is to submit a Claim Form postmarked no later than ____, 2017.

OBJECT TO THE SETTLEMENT, PLAN OF ALLOCATION OR REQUESTS FOR ATTORNEYS’ FEES AND EXPENSES.

If you want to object to the proposed Settlement, the proposed Plan of Allocation or the request for attorneys’ fees and expenses, you must write to the Court and explain why you do not like the Settlement, the Plan of Allocation, Lead Counsel’s request for attorneys’ fees and expenses and/or Plaintiffs’ request for reimbursement of costs and expenses. Objections must be received no later than _____, 2016.

GO TO THE FINAL APPROVAL HEARING ON ____________, 2016.

If you want to appear in person and speak in Court at the scheduled hearing about the fairness of the proposed Settlement, the proposed Plan of Allocation, and/or the request for attorneys’ fees and expenses, you must submit a notice of intention to appear, along with your written objection. Notices of intention to appear must be received no later than ____, 2016.

DO NOTHING. If you are a Class Member and do nothing, you will not be eligible to receive any payment from the Settlement Fund, you will give up your rights to sue about the claims that are being resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.

The rights and options set forth above - and the deadlines to exercise them -are explained in this Notice.

Summary of the Notice

* Description of the Action and the Class: This Action was brought by investors alleging, among other things, that Defendants violated the federal securities laws by making false, misleading or incomplete statements regarding the cardiovascular risks of Celebrex and


3

Bextra. Defendants vigorously denied and disputed Plaintiffs’ claims. A more detailed description of the Action is set forth in ¶¶__-__ below.

* Statement of Plaintiffs’ Recovery: Subject to Court approval, the Settlement will result in the creation of a cash settlement fund in the principal amount of $486,000,000, plus any interest that may accrue thereon (the “Settlement Fund”). A portion of the Settlement Fund will be used to pay for, among other things, the expense of class notice and administration of the Settlement, taxes and tax-related expenses, Court-awarded attorneys’ fees and expenses to Plaintiffs’ Counsel and Court-awarded reimbursement of costs and expenses to Plaintiffs. The balance of the Settlement Fund will be available for distribution to Class Members who submit valid and timely Claim Forms, according to a Court-approved plan of allocation. The plan of allocation being proposed by Plaintiffs and Lead Counsel (the “Plan of Allocation”) is set forth in Appendix A hereto. Based on Plaintiffs’ damages expert’s estimate of the number of shares of Pfizer common stock purchased during the Class Period that may have been affected by the conduct at issue in the Action, and assuming that all Class Members elect to participate in the Settlement, the estimated average recovery (before deduction of any Court-approved fees, expenses and costs (as described herein) is $0.13 per affected share of Pfizer common stock. You should note, however, that the foregoing average recovery per share is only an estimate. Your recovery from the Settlement will depend on a number of things, such as the number of shares of Pfizer common stock you purchased or otherwise acquired during the period between and including October 31, 2000 and December 16, 2004, and the timing of your purchases, acquisitions and any sales, at what prices such shares were purchased, acquired or sold, and the total number of valid Claim Forms submitted.

* Statement of Potential Outcome of Case: The Parties do not agree on the average amount of damages per share that would be recoverable if Plaintiffs were to prevail in the Action. Among other things, Defendants do not agree with the assertion that they violated the federal securities laws or that damages were suffered by any members of the Class as a result of their conduct.

* Attorneys’ Fees and Expenses Sought: Plaintiffs’ Counsel in the Action, which have been prosecuting the Action on a wholly contingent basis since its inception in 2004, despite having advanced millions of dollars in expenses and having spent well over $100 million in time representing in excess of 200,000 hours, have not received any payment of attorneys’ fees for their work on behalf of the Class and have advanced substantial expenses necessary to prosecute this Action and negotiate the Settlement on behalf of the Class. Lead Counsel, on behalf of Plaintiffs’ Counsel, will ask the Court for an award of attorneys’ fees not to exceed 30% of the Settlement Fund and expenses paid or incurred in connection with the institution, prosecution and resolution of the claims against Defendants in an amount not to exceed $25 million, plus interest, to be paid from the Settlement Fund. In addition, Plaintiffs may seek reimbursement of up to an aggregate amount not to exceed $100,000 for their reasonable costs and expenses incurred in representing the Class. If these amounts are requested and approved by the Court, the estimated average cost per affected share of Pfizer common stock will be $0.05. Please note that this amount is only an estimate.


4

* Reasons for the Settlement: Plaintiffs believe that the Settlement is a good recovery and is in the best interests of the Class. Because of the risks associated with continuing to litigate and proceeding to trial, there was a danger that the Class would not have prevailed on any of its claims, in which case the Class would receive nothing. Also, the amount of damages recoverable by the Class was and is challenged by Defendants. Recoverable damages in this case are limited to losses caused by conduct actionable under the applicable law and, had the Action gone to trial, Defendants would have asserted that any losses of Class Members were caused by non-actionable market, industry, or general economic factors. Defendants would also have asserted that throughout the Class Period, the risks associated with the purchase of Pfizer common stock were fully and adequately disclosed. The Settlement provides an immediate benefit to Class Members and will avoid the years of delay that would likely occur in the event of a contested trial and appeals.

Defendants have denied and continue to deny any improper conduct or violation of the federal securities laws or any other laws or regulations and assert that they are settling the Action solely to avoid the burden and expense of further litigation.

* Identification of Attorney Representatives and Further Information: For more information about this Notice or the Settlement please contact the Settlement Administrator or Lead Counsel:

Settlement Administrator Pfizer Inc. Securities Litigation Settlement

c/o Garden City Group, LLC P.O. Box 10305

Dublin, OH 43017-5905 [email protected]

Lead Counsel Mary S. Thomas, Esq. Grant & Eisenhofer P.A. 123 Justison Street Wilmington DE 19801 302-622-7000www.gelaw.com

What This Notice Contains

Basic Information

1. Why did I receive this notice package?

2. Why is the Action a class action?

3. What is the Action about?


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4. Why is there a settlement?

Who Is in the Settlement

5. How do I know if I am affected by the Settlement?

6. I’m still not sure if I am included in the Class.

The Settlement Benefits – What You Get

7. What does the Settlement provide?

8. What claims will be released by the Settlement?

9. How much will my payment be in the Settlement?

How You Get a Payment – Submitting a Claim Form

10. How can I receive a payment in the Settlement?

11. When will I receive my payment in the Settlement?

12. What am I giving up to receive a payment in the Settlement?

The Lawyers Representing You

13. Do I have a lawyer in the Action?

14. How will the lawyers be paid?

If You Do Nothing

15. What happens if I do nothing at all?

Objecting to the Settlement

16. How do I notify the Court that I do not like the Settlement, the Plan of Allocation, or the requests for attorneys’ fees and expenses?

The Court’s Fairness Hearing

17. When and where will the Court decide whether to approve the Settlement and the requested attorneys’ fees and expenses?

18. Do I have to come to the hearing

19. May I speak at the hearing if I don’t like the Settlement?

Getting More Information


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20. Are there more details about the Settlement?

Special Notice to Brokers and Other Nominees

Proposed Plan Of Allocation Of Net Cash Settlement Amount (Appendix A)

1. WHY DID I RECEIVE THIS NOTICE PACKAGE?

This Notice is being sent to you pursuant to an Order of the Court because you or someone in your family or an investment account for which you serve as custodian may have purchased or acquired Pfizer common stock between and including October 31, 2000 and October 19, 2005. This Notice was sent because you have a right to know about the proposed Settlement of this Action, and about all of your rights and options, before the Court decides whether to approve the Settlement. This package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

This Notice does not express any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payments to Authorized Claimants will be made after any appeals are resolved, and after the completion of all claims processing. Please be patient, as this process can take some time to complete.

2. WHY IS THE ACTION A CLASS ACTION?

A class action is a type of lawsuit in which one or several individuals or entities prosecute claims on behalf of all members of a group of similarly-situated individuals and entities to obtain monetary or other relief for the benefit of the entire group, known as a class. Class actions avoid the necessity of each member of a class having to file a separate lawsuit to obtain relief. Class actions are used to decide legal and factual issues that are common to all members of a class. The Court in charge of this Action is the United States District Court for the Southern District of New York. The Judge presiding over the Action is The Honorable Laura Taylor Swain, United States District Judge. If the Settlement is approved, it will resolve all claims in the Action by Class Members against the Defendants.

In this Action, the Court found that the elements necessary for a class action are satisfied and, by Order dated March 29, 2012, as amended by Order dated April 6, 2012, the Court certified the Action as a class action on behalf of a class of purchasers and acquirers of Pfizer common stock. A description of who is in the Court-certified Class is set forth in response to Question No. 5 below. The Class Notice was previously mailed to potential Class Members and a related summary notice was published. The Court set a deadline of September 9, 2012 for any Class Member to request exclusion from the Class. The Court has ordered that no second opportunity for requesting exclusion be allowed. Those persons and entities that previously submitted a valid request for exclusion from the Class are listed on Exhibit C to the Settlement Agreement and available on the website, www.pfizersecuritieslitigationsettlement.com, and shall be automatically excluded from the Settlement without any further action on their part.

3 WHAT IS THE ACTION ABOUT?


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Beginning in December 2004, several putative securities fraud class actions were filed against Pfizer and certain of its officers and directors for allegedly violating Sections 10(b), 20(a) and 20A of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. By Order dated October 21, 2005, the Court consolidated these actions and appointed Teachers’ Retirement System of Louisiana as Lead Plaintiff pursuant to the Private Securities Litigation Reform Act of 1995. The Court also designated Grant & Eisenhofer P.A. as Lead Counsel for the Class.

On February 16, 2006, Lead Plaintiff filed its Consolidated Class Action Complaint (the “Complaint”). The Complaint alleged, among other things, that Pfizer and the Individual Defendants, who were officers or employees of Pfizer, made materially false and misleading statements and omitted material information from Pfizer’s public reports and documents about the cardiovascular risks associated with two drugs, Celebrex and Bextra. As a result of these misrepresentations and omissions, Plaintiffs alleged that the price of Pfizer common stock during the Class Period was artificially inflated. Plaintiffs alleged that once the truth about these cardiovascular risks began to emerge, the price of Pfizer common stock declined in value and Class Members suffered losses. Plaintiffs also alleged that three former officers and/or directors of Pfizer sold shares of Pfizer stock during the Class Period while in possession of material information about the cardiovascular safety of Celebrex and Bextra that was not disclosed to the public. The Complaint asserted claims under several provisions of the Exchange Act as well as state securities and fraud law.

Pfizer and the Individual Defendants moved to dismiss the Complaint on May 5, 2006. The motion and the Action was thereafter reassigned to Judge Swain on February 22, 2008. By Order dated July 1, 2008, the Court granted in part and denied in part the motion to dismiss (the “Motion to Dismiss Opinion”). The Court dismissed Plaintiffs’ claims for common law fraud, violations of state securities laws, and Section 18 of the Exchange Act but allowed Plaintiffs to continue litigating their claims for violations of Sections 10(b), 20(a), and 20A of the Exchange Act.

On July 16, 2008, Pfizer and the Individual Defendants filed a motion for reconsideration of certain portions of the Court’s Motion to Dismiss Opinion. The Court denied this request by Order dated September 4, 2008.

Pfizer and the Individual Defendants answered the Complaint on September 15, 2008. In their answer, Pfizer and the Individual Defendants denied Plaintiffs’ legal claims. In particular, Pfizer and the Individual Defendants denied that any of them made material misstatements relating to Celebrex or Bextra’s cardiovascular safety or omitted alleged material facts about those issues. They also denied that any of them acted recklessly or with intent to defraud Pfizer’s shareholders, as is required to find a violation of the federal securities provisions at issue. Pfizer and the Individual Defendants further denied that they caused Plaintiffs’ economic losses.

Thereafter, at Defendants’ request, the Court directed the parties to conduct discovery to determine whether reliable scientific evidence existed to show that Celebrex or Bextra was associated with increased cardiovascular risk. The parties exchanged expert reports on these scientific issues and, pursuant to Rule 702 of the Federal Rules of Evidence, the Court held a five-day Daubert hearing in October 2009. Each of the parties asked the Court to preclude the


8

other side from offering the opinion testimony of their experts. Following the Daubert hearing, the Court denied the parties’ respective motions, refusing to exclude any experts.

Thereafter, the parties commenced discovery on all aspects of the case. The parties conducted over 60 depositions of fact and expert witnesses and have exchanged tens of millions pages of documents.

On March 16, 2011, Lead Plaintiff filed a motion for class certification, which Pfizer and the Individual Defendants opposed on November 22, 2011.

While Lead Plaintiff’s motion for class certification was pending, Pfizer and the Individual Defendants again moved the Court for reconsideration of the Motion to Dismiss Opinion. By Order dated March 22, 2012, the Court denied this second motion for reconsideration.

During the same time, Lead Plaintiff moved the Court for leave to file an amended complaint. The Court granted Lead Plaintiff’s motion on March 22, 2012. Lead Plaintiff filed the Amended Consolidated Class Action Complaint on March 27, 2012 (the “Amended Complaint”).

On March 29, 2012, the Court issued its Opinion and Order granting Lead Plaintiff’s motion for class certification. On April 6, 2012, the Court issued its Amended Order Granting Motion for Class Certification. By Order dated July 3, 2012, the Court approved the form and manner of notifying the Class of the pendency of the Action as a class action, and thereafter, the Class Notice was mailed to potential members of the Class.

On May 10, 2012, Pfizer and the Individual Defendants answered the Amended Complaint.

On July 2, 2012, Pfizer and the Individual Defendants moved for summary judgment. On March 28, 2013, the Court granted in part and denied in part Defendants’ motion for summary judgment.

In 2013, as the parties were preparing for trial, they made numerous pre-trial motions, including motions to narrow the issues to be tried and to exclude the testimony of various witnesses. One such motion was a motion by Pfizer and the Individual Defendants to exclude the testimony of Plaintiffs’ loss causation and damages expert witness, Daniel R. Fischel. On May 22, 2014, the Court granted this motion. On July 8, 2014, the Court denied Plaintiffs’ leave to amend the expert report of Daniel R. Fischel and granted summary judgment to all Defendants. On July 9, 2014, the Court entered judgment in favor of Defendants and dismissed the Action.2

On August 7, 2014, Plaintiffs noticed their appeal to the United States Court of Appeals for the Second Circuit (“Second Circuit”) with respect to, inter alia, the Court’s grant of summary judgment to Defendants. On April 12, 2016, the Second Circuit issued a decision reversing the Court’s grant of summary judgment to Defendants. On May 10, 2016, Defendants filed in the Second Circuit a petition for rehearing and rehearing en banc (the “Rehearing Petition”). The

2 Individual Defendant, John L. LaMattina, was previously dismissed with prejudice under Fed. R. Civ. P. 41(a)(2) and 23(e) pursuant to the parties’ stipulation of voluntary dismissal which was approved by the Court on May 13, 2014.


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Second Circuit has not issued a decision on the Rehearing Petition.

Following extensive negotiations, the Parties reached an agreement-in-principle to resolve the Action on July 18, 2016, and thereafter, filed a joint motion for limited remand of the appeal, without prejudice pending approval of the Parties’ proposed Settlement and to hold the pending Rehearing Petition in abeyance.

On July 27, 2016, the Second Circuit issued an order for a limited remand of the case to the district court so that the district court may consider the proposed settlement, with the pending Rehearing Petition to be held in abeyance pending final approval of the proposed settlement.

On August 26, 2016, the Parties entered into the Settlement Agreement setting forth the terms and conditions of the Settlement. The Settlement Agreement can be viewed at www.pfizersecuritieslitigationsettlement.com.

On _______, 2016, the Court preliminarily approved the Settlement, authorized this Notice to be disseminated to potential Class Members, and scheduled the Final Approval Hearing to consider whether to grant final approval to the Settlement.

Defendants have denied and continue to deny all of the claims and contentions alleged by Plaintiffs in the Action. Defendants deny any improper conduct or violation of the federal securities laws or any other laws or regulations and assert that they are settling the Action solely to avoid the burden and expense of further litigation. Defendants also have denied and continue to deny that Plaintiffs or the Class have suffered any damage; that the price of Pfizer common stock was artificially inflated by reason of alleged misrepresentations, non-disclosures or otherwise; that Plaintiffs or the Class were harmed by the conduct alleged in the Action; or that Defendants knew or were reckless with respect to the alleged misconduct. Defendants maintain that they have meritorious defenses to all claims alleged in the Action and believe that the evidence developed supports their position that they acted properly at all times and that the Action is without merit.

4. WHY IS THERE A SETTLEMENT?

The Settlement is the result of extensive arm’s-length negotiations among Lead Counsel and counsel for Defendants following more than twelve years of vigorous and hard-fought litigation. Plaintiffs believe that the claims asserted in the Action have merit and that the evidence supports the claims. However, Plaintiffs and Lead Counsel recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Action against Defendants through trial and appeals. Plaintiffs and Lead Counsel have also taken into account the uncertain outcome and risk of any litigation, especially in complex cases such as this. Among other things, Plaintiffs and Lead Counsel have taken into account that Defendants’ Rehearing Petition remains pending in the Second Circuit, and that if Defendants were successful on that Petition, the Action could be dismissed and there could be no recovery for the Class whatsoever. Plaintiffs and Lead Counsel are also mindful of the inherent problems of proof and possible defenses to the securities law violations alleged in the Action. Plaintiffs and Lead Counsel believe that the Settlement confers substantial benefits upon the Class. Based on their evaluation, Plaintiffs and Lead Counsel have determined that the Settlement is in the best interests of the Class.


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5. HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?

If you are a Class Member, you are subject to the Settlement unless you are excluded from the Class as set forth below. The Class consists of:

(a) All persons or entities who purchased and/or otherwise acquired Pfizer common stock between and including October 31, 2000 and October 19, 2005, with the exception of:

(1) any persons or entities who both purchased and sold all of their shares of Pfizer common stock between and including October 31, 2000 and October 6, 2004; (2) Pfizer and the Individual Defendants; (3) members of the immediate family of each of the Individual Defendants; (4) subsidiaries or affiliates of Pfizer or any of the Individual Defendants; (5) any person or entity who is, or was during the Class Period, a partner, officer, director, employee or controlling person of Pfizer or any of the Individual Defendants; (6) any entity in which any of the Individual Defendants has a controlling interest; (7) the legal representatives, heirs, successors or assigns of any of the excluded persons or entities specified in this paragraph; and (8) the insurance carriers or their affiliates who insure the Defendants (the “Main Class”); and

(b) A subclass consisting of all persons or entities, not otherwise excluded, who purchased Pfizer common stock contemporaneously with the sale of Pfizer common stock by Individual Defendants Henry A. McKinnell, Karen L. Katen and John L. LaMattina on any of the following dates: October 26, 2000, November 6, 2000, October 19, 2001, October 23, 2001, February 21, 2002, February 25, 2002, February 27, 2003, November 18, 2003, February 24, 2005, May 6, 2005, May 10, 2005 or August 16, 2005 (the “20A Subclass”).

Also excluded from the Class are the persons and entities identified on Exhibit C to the Settlement Agreement which can be viewed on the Settlement website at www.pfizersecuritieslitigationsettlement.com. These are the investors who validly opted out of the Class in connection with the Class Notice disseminated in 2012 and were not previously accepted back into the Class

PLEASE NOTE: RECEIPT OF THIS NOTICE DOES NOT MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU ARE A CLASS MEMBER AND YOU WISH TO BE POTENTIALLY ELIGIBLE TO PARTICIPATE IN THE DISTRIBUTION OF PROCEEDS FROM THE SETTLEMENT, YOU ARE REQUIRED TO SUBMIT THE CLAIM FORM THAT IS BEING DISTRIBUTED WITH THIS NOTICE AND THE REQUIRED SUPPORTING DOCUMENTATION AS SET FORTH THEREIN POSTMARKED NO LATER THAN _____________, 2017.

6. I’M STILL NOT SURE IF I AM INCLUDED IN THE CLASS.

If you are still not sure whether you are included, you can ask for free help. You can call Lead


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Counsel, Grant & Eisenhofer P.A., at 302-622-7000 or the Settlement Administrator, at 888-236-0464 for more information. Or you can fill out and return the Claim Form described in Question No. 9, to see if you qualify.

7. WHAT DOES THE SETTLEMENT PROVIDE?

The full terms and provisions of the Settlement are set forth in the Settlement Agreement, which can be viewed at www.pfizersecuritieslitigationsettlement.com.

The Settlement will result in the creation of a cash settlement fund in the principal amount of $486,000,000, plus any interest that may accrue thereon.

The Settlement Fund, subject to deduction for, among other things, the expense of class notice and administration of the Settlement, taxes and tax-related expenses and for attorneys’ fees and expenses as approved by the Court, will be available for distribution to Class Members.

8. WHAT CLAIMS WILL BE RELEASED BY THE SETTLEMENT?

If you are a Class Member, you will be bound by any orders and judgments issued by the Court. If the Settlement is approved, the Court will enter the Judgment. The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Plaintiffs and all other Class Members, on behalf of themselves and their other Releasors (as defined below), for good and sufficient consideration, shall be deemed to have, and by operation of law and the Judgment shall have, fully, finally and forever released, relinquished, settled, and discharged all Released Plaintiffs’ Claims (as defined below) against each and every one of the Releasees (as defined below), except to the extent otherwise specified in the Settlement Agreement.

* “Claim” or “Claims” means any and all actions, causes of action, proceedings, adjustments, executions, offsets, contracts, judgments, obligations, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, variances, covenants, trespasses, damages, demands (whether written or oral), agreements, promises, liabilities, controversies, costs, expenses, attorneys’ fees and losses of any sort whatsoever, whether in law, in admiralty or in equity, and whether based on a United States federal, state or foreign statutory or common-law right of action or otherwise, foreseen or unforeseen, matured or unmatured, known, accrued or not accrued, existing now or to be created in the future, including “Unknown Claims” (as defined below).

* “Released Plaintiffs’ Claims” means any and all Claims arising from or related in any way to both (i) the purchase of Pfizer Inc. common stock during the Class Period and (ii) the acts, facts, statements or omissions that have been, could have been, or could be alleged by Plaintiffs in the Action, including any and all claims, demands, losses, rights, causes of action, liabilities, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, that have been or could have been asserted in the Action or in any court, tribunal, forum or proceeding (including, but not limited to, any claims arising under federal, state or foreign law, common law,statute, rule or regulation relating to alleged fraud, breach of any duty, negligence, violations of


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the federal securities laws, or otherwise and including all claims within the exclusive jurisdiction of the federal courts), whether individual or class, which Plaintiffs or any member of the Class, or their legal representatives, heirs, executors, administrators, predecessors, successors in interest, transferees and assignees, ever had, now have, or hereafter can, shall, or may have had, except claims to enforce the Settlement.

* “Releasee” means each and every one of, and “Releasees” means all of, Pfizer and the Individual Defendants, any of the Individual Defendants’ immediate family members, any of Defendants’ parent entities, business units, business divisions, associates, affiliates or subsidiaries and each and all of their past, present, or future officers, directors, stockholders, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, insurers, engineers, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates, administrators, and each of their respective predecessors, successors, and assigns.

* “Releasor” means each and every one of, and “Releasors” means all of, (i) Plaintiffs, (ii) all other Class Members, and (iii) their respective legal representatives, heirs, executors, administrators, predecessors, successors in interest, transferees and assignees, in their capacities as such.

* “Unknown Claims” means any and all (i) Released Plaintiffs’ Claims that any Releasor does not know or suspect exists with respect to one or more Releasees at the time of the release of the Releasees or (ii) Released Defendants’ Claims that any Releasee does not know or suspect exists with respect to one or more Releasors at the time of the release of the Releasors, which, if known by such Releasee or Releasor (as the case may be) might have affected his, her or its decision(s) concerning the Settlement. As to all Claims released by the Settlement Agreement, the Parties stipulate and agree that, upon the Effective Date of the Settlement, each of the Parties expressly waives, and each Class Member shall be deemed to have waived, and by operation of the Order Approving Settlement and Final Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or of any other country, or any principle of federal or common law, that is similar, comparable or equivalent to California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Parties acknowledge, and all other Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of Unknown Claims in the Claims released pursuant to the Settlement Agreement was separately bargained for and is a key element of the Settlement Agreement.

9. HOW MUCH WILL MY PAYMENT BE IN THE SETTLEMENT?

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement. If you are a Class Member, your share of the Net


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Cash Settlement Amount will depend on the number of valid Claim Forms that Class Members submit, and how many shares of Pfizer common stock you purchased, acquired, and sold during the Class Period, and when you purchased, acquired, and sold such shares.

Appendix A to this Notice sets forth the Plan of Allocation for allocating the Net Cash Settlement Amount among Authorized Claimants, as proposed by Plaintiffs and Lead Counsel. The Court may modify the Plan of Allocation, or approve a different plan of allocation, without further notice to the Class.

10. HOW CAN I RECEIVE A PAYMENT IN THE SETTLEMENT?

To be potentially eligible to receive a payment from the Settlement, you must be an eligible Class Member and you must timely complete and return a Claim Form with adequate supporting documentation. A Claim Form is enclosed with this Notice. You may also get a Claim Form on the Internet at www.pfizersecuritieslitigationsettlement.com, or by contacting the Settlement Administrator toll free at 1-888-236-0464 or by e-mail at [email protected]. Read the instructions in the Claim Form carefully, fill out the Claim Form, include the documents the Claim Form asks for, sign it, and mail it, postmarked no later than ________, 2017, to:

Pfizer Inc. Securities Litigation Settlement c/o Garden City Group, LLC P.O. Box 10305

Dublin, OH 43017-5905

If you are excluded from the Class by definition or you are listed on Exhibit C of the Settlement Agreement, or if you do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Cash Settlement Amount.

In addition, please note, in connection with Defendants’ summary judgment motion, the Court ruled that the full extent of the truth was in the public domain as of the end of the day on December 19, 2004 and that Plaintiffs identified no loss-causing risk information disclosure after December 19, 2004. In addition, based upon the Court’s ruling, it also became clear that any Pfizer common stock purchased or otherwise acquired on December 17, 2004 and December 18, 2004 did not incur a loss attributable to the allegedly misrepresented information. As a result, if you purchased or otherwise acquired shares of Pfizer common stock on any date after December 16, 2004, you will not receive any recovery resulting from such purchases or acquisitions.

11. WHEN WILL I RECEIVE MY PAYMENT IN THE SETTLEMENT?

The Court will hold a hearing on ____________, 2016 to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain when these appeals will be resolved, and resolving them can take time, perhaps more than a year. Even if no appeals are filed, it will take time for the Settlement Administrator to process all of the Claim Forms and determine the ultimate distribution amounts. Please be patient.

12. WHAT AM I GIVING UP TO RECEIVE A PAYMENT IN THE SETTLEMENT?


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All Class Members will be bound by the release of Claims against the Defendants. That means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants about the Released Plaintiffs’ Claims in this case. It also means that all of the Court’s orders will apply to you and legally bind you and you will release your Claims in this case against the Defendants. See Question No. 8 above. Note: If you object, but the Court approves the Settlement, you will be bound by the terms of the Settlement in the same way as members of the Class who do not object.

13. DO I HAVE A LAWYER IN THE ACTION?

The court appointed the law firm of Grant & Eisenhofer P.A. to represent you and other Class Members. These lawyers are called Lead Counsel. You will not be personally liable for the fees and expenses incurred by these lawyers. Any attorneys’ fees and expenses awarded to Lead Counsel, on behalf of Plaintiffs’ Counsel, will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

14. HOW WILL THE LAWYERS BE PAID?

Before final approval of the Settlement, Lead Counsel, on behalf of Plaintiffs’ Counsel, will formally move the Court for an award of attorneys’ fees in an amount not to exceed 30% of the Settlement Fund and for expenses paid or incurred in the Action in an amount not to exceed $25 million, plus interest. In addition, Plaintiffs may seek reimbursement of up to an aggregate amount not to exceed $100,000 for their reasonable costs and expenses incurred in representing the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

The attorneys’ fees and expenses requested will be the only payment to Plaintiffs’ Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. Plaintiffs’ Counsel have been litigating this case for over twelve years without any compensation while simultaneously being at risk of losing everything, including tens of millions of dollars in expenses incurred on behalf of the Class and a lodestar in excess of $100 million resulting from well over 200,000 hours spent prosecuting this Action. The attorneys’ fees requested will compensate Plaintiffs’ Counsel for their work in achieving the Settlement.

15. WHAT HAPPENS IF I DO NOTHING AT ALL?

If you fail to submit a valid Claim Form, you will receive no money from the Settlement. You will nevertheless be bound by the Releases in the Settlement, and you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants or the other Releasees for the Claims released by the Settlement ever again.

16. HOW DO I NOTIFY THE COURT THAT I DO NOT LIKE THE SETTLEMENT, THE PLAN OF ALLOCATION, OR THE REQUESTS FOR ATTORNEYS’ FEES AND EXPENSES?

If you are a Class Member you can object to the Settlement of the Action, the proposed Plan of Allocation, the request for attorneys’ fees and expenses to Plaintiffs’ Counsel and/or the request


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for reimbursement of Plaintiffs’ costs and expenses. To object, you must send a letter saying that you are a Class Member and that you object to the Settlement, and stating the reasons why you object, including any legal and evidentiary support you wish to bring to the Court’s attention. You should also include the name of the case: In re Pfizer Inc. Securities Litigation, Case No. 04-cv-9866 (LTS)(HBP) (S.D.N.Y.). Your objection must include: (i) your name, address, telephone number, and your signature and (ii) documents sufficient to prove your membership in the Class, including the number of shares of Pfizer common stock that you purchased, acquired and/or sold during the Class Period, as well as the dates and prices of each such purchase, acquisition and sale. You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the Southern District of New York at the address set forth below on or before ____________, 2016. You must also serve your objection on the designees for Lead Counsel and Defendants’ Counsel at the addresses listed below, so that it is received no later than __________, 2016.

Clerk’s Office: United States District Court Southern District of New York Clerk of the Court United States Courthouse 500 Pearl Street New York, NY 10007

Lead Counsel Designee:Mary S. Thomas, Esq. Grant & Eisenhofer P.A. 123 Justison Street Wilmington, DE 19801

Defendants’ Counsel Designee: Lynn K. Neuner, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017

17. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT AND THE REQUESTED ATTORNEYS’ FEES AND EXPENSES?

The Court will hold the Final Approval Hearing on _________, 2016 at ____ __.m., at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007, with the Honorable Laura Taylor Swain presiding. At this hearing the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable and adequate and in the best interests of the Class, and whether Lead Counsel’s request for an award for attorneys’ fees and expenses to Plaintiffs’ Counsel and the request for reimbursement of costs and expenses to Plaintiffs should be granted. If there are written objections to the Settlement, the Court will consider them at this hearing.


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The Court will also permit people to speak who have asked in writing by the appropriate deadline.

You should be aware that the Court may change the date and time of the Final Approval Hearing without another notice being sent to Class Members. If you want to attend the Final Approval Hearing, you should check with Lead Counsel or visit the Settlement website, www.pfizersecuritieslitigationsettlement.com, beforehand to be sure that the date and/or time of the hearing have not changed.

18. DO I HAVE TO COME TO THE HEARING?

No. Lead Counsel will answer any questions the Court may have, but you are welcome to come at your own expense. If you send an objection, you do not have to come to the Final Approval Hearing to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.

19. MAY I SPEAK AT THE HEARING IF I DON’T LIKE THE SETTLEMENT?

You may ask the Court for permission to speak at the Final Approval Hearing. To do so, you must send a letter stating that you are a Class Member, that it is your intention to appear in person at the Final Approval Hearing, that you object to some part of the Settlement in In re Pfizer Inc. Securities Litigation, Case No. 04-cv-9866 (LTS)(HBP) (S.D.N.Y.), and the reasons why you object. You must also follow all of the instructions set forth in Question No. 16 above regarding demonstrating Class membership.

Your notice of intention to appear must be filed with the Clerk’s office and served on the designees for Lead Counsel and Defendants’ Counsel, at the addresses listed in Question No. 16 above, so that it is received no later than __________, 2016.

You may file a written objection without having to appear at the Final Approval Hearing. You may not, however, appear at the Final Approval Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.

20. ARE THERE MORE DETAILS ABOUT THE SETTLEMENT?

This Notice provides only a summary of the Settlement. For more detailed information, you may contact Lead Counsel or the Settlement Administrator, or visit www.pfizersecuritieslitigationsettlement.com.

PLEASE DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK FOR INFORMATION OR ADVICE REGARDING THIS NOTICE.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

Please Note: If you previously provided names and addresses of persons and entities on whose behalf you purchased or otherwise acquired Pfizer common stock between and


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including October 31, 2000 and October 19, 2005, in connection with the Class Notice, and (i) those names and addresses remain valid and (ii) you have no additional names and addresses for potential Class Members to provide to the Settlement Administrator, you need do nothing further at this time. The Settlement Administrator will mail a copy of the Notice and Claim Form to the beneficial owners whose names and addresses were previously provided in connection with the Class Notice.

If you have not already provided a list of names and addresses for persons and entities on whose behalf you purchased or otherwise acquired Pfizer common stock between and including October 31, 2000 and October 19, 2005, in connection with the Class Notice, then, the Court has ordered that you must, WITHIN TEN (10) DAYS OF YOUR RECEIPT OF THIS NOTICE, either: (a) send the Notice and the Claim Form to all beneficial owners of such Pfizer common stock, or (b) send a list of the names and addresses of such beneficial owners to the Settlement Administrator, in which event the Settlement Administrator shall promptly mail the Notice and the Claim Form to such beneficial owners. AS STATED ABOVE, IF YOU HAVE ALREADY PROVIDED THIS INFORMATION IN CONNECTION WITH THE CLASS NOTICE, UNLESS THAT INFORMATION HAS CHANGED (E.G., BENEFICIAL OWNER HAS CHANGED ADDRESS), IT IS UNNECESSARY TO PROVIDE SUCH INFORMATION AGAIN.

If you select option (a) above, the Settlement Administrator shall forward the same number of copies of the Notice and the Claim Form to you to forward to your beneficial owners. If you request additional copies of the Notice and Claim Form, please contact the Settlement Administrator. The Settlement Administrator shall, if requested, reimburse Nominees solely for their reasonable out-of-pocket expenses incurred in providing the Notice and Claim Form to beneficial owners who are Class Members out of the Settlement Fund, which expenses would not have been incurred except for the sending of such Notice, subject to further order of this Court with respect to any dispute concerning such compensation. All communications concerning the foregoing should be addressed to the Settlement Administrator at:

Pfizer Inc. Securities Litigation Settlement c/o Garden City Group, LLC P.O. Box 10305 Dublin, OH 43017-5905

Dated: __________________, 2016 BY THE ORDER OF THE COURT: United States District Court for the Southern District of New York


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APPENDIX A

PROPOSED PLAN OF ALLOCATION OF NET CASH SETTLEMENT AMOUNT

The objective of the proposed Plan of Allocation is to equitably distribute the Net Cash Settlement Amount to those Class Members who suffered economic losses as a result of the alleged violations of the federal securities laws set forth in the Amended Consolidated Class Action Complaint dated March 27, 2012, as opposed to economic losses caused by market or industry factors or company-specific factors unrelated thereto. The Plan of Allocation reflects Plaintiffs’ damages expert’s analysis undertaken to that end, including a review of publicly available information regarding Pfizer and statistical analysis of the price movements of publicly traded Pfizer common stock (“Pfizer Common Stock”) and the performance of relevant market and peer indices during the Class Period. However, the calculations made pursuant to the Plan of Allocation do not represent a formal damages analysis that has been adjudicated in the Action. Defendants have had, and will have, no involvement or responsibility for the terms or application of the Plan of Allocation.

The calculations made pursuant to the Plan of Allocation also are not intended to measure the amounts that Class Members would recover after a trial. Nor are these calculations intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the Settlement. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Cash Settlement Amount.3

The Plan of Allocation generally measures the amount of loss that a Class Member can claim for purposes of making pro rata allocations of the Net Cash Settlement Amount to Authorized Claimants. For losses to be compensable damages under the federal securities laws, the disclosure of the allegedly misrepresented information must be the cause of the decline in the price of the security. Accordingly, to have a “Recognized Loss Amount” pursuant to the Plan of Allocation, Pfizer Common Stock must have been purchased or otherwise acquired during the Class Period and held through at least one of the alleged corrective disclosures that removed alleged artificial inflation related to that information. After the submission of expert reports in the Action, the Court found that there were five dates on which corrective disclosures removed artificial inflation from the price of Pfizer Common Stock: October 7, 2004, October 15, 2004, November 10, 2004, December 17, 2004, and December 20, 2004.4 Based upon the Court’s ruling, it also became clear that any Pfizer Common Stock purchased or otherwise acquired from December 17, 2004 through October 20, 2005 did not incur a loss attributable to the allegedly misrepresented information. Therefore, if a Class Member’s only transactions during the Class

3 Because any Recognized Claim for the 20A Sub-Class would be rendered insignificant relative to the costs to administer a separate and distinct plan of allocation for 20A claims, the Net Cash Settlement Amount will be allocated among all Class Members based solely upon the plan of allocation as it relates to Section 10(b) Claims. 4 Plaintiffs’ damages expert also identified six dates in which alleged artificial inflation in Pfizer Common Stock increased during the Class Period: April 16, 2003, August 26, 2004, September 30, 2004, December 21, 2004, December 22, 2004, and February 18, 2005.


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Period fall within this date range, it is not necessary to fill out and submit a Claim Form as purchases and acquisitions during this time will not be eligible for a recovery from the Settlement.

CALCULATION OF RECOGNIZED LOSS AMOUNTS

1. For purposes of determining whether a Claimant has a “Recognized Claim,” purchases, acquisitions, and sales of Pfizer Common Stock will first be matched on a First In/First Out (“FIFO”) basis as set forth in paragraph 6 below.

2. A “Recognized Loss Amount” will be calculated as set forth below for each share of Pfizer Common Stock purchased or otherwise acquired from October 31, 2000 through December 16, 2004 that is listed in the Claim Form and for which adequate documentation is provided.

3. For some shares, alleged inflation at the time of sale will be greater than the alleged inflation at the time of purchase resulting in a gain rather than a loss from the alleged fraud (“Recognized Gain Amount”), which will be used to offset the Claimant’s losses from other transactions in Pfizer Common Stock. The sum of a Claimant’s Recognized Loss Amounts and Recognized Gain Amounts will be the Claimant’s “Recognized Claim.” To the extent that the calculation of a Claimant’s Recognized Claim results in a negative number, that number shall be set to zero.

4. For each share of Pfizer Common Stock purchased or otherwise acquired from October 31, 2000 through December 16, 2004 and sold on or before March 16, 2005,5 an “Out of Pocket Loss” will be calculated. Out of Pocket Loss is defined as the purchase/acquisition price (excluding all fees, taxes, and commissions) minus the sale price (excluding all fees, taxes, and commissions).

5. For each share of Pfizer Common Stock purchased or otherwise acquired from October 31, 2000 through and including December 16, 2004 and

5 March 16, 2005 represents the last day of the 90-day period subsequent to December 16, 2004 (the “90-day look back period”), the last date on which the Court found that corrective information was revealed. The PSLRA imposes a statutory limitation on recoverable damages using the 90-day look back period. This limitation is incorporated into the calculation of a Class Member’s Recognized Loss Amount. Specifically, a Class Member’s Recognized Loss Amount cannot exceed the difference between the purchase price paid for the Pfizer Common Stock and the average price of Pfizer Common Stock during the 90-day look back period if the share was held through March 16, 2005, the end of this period. Losses on Pfizer Common Stock purchased/acquired during the period from October 31, 2000 through December 16, 2004 and sold during the 90-day look back period cannot exceed the difference between the purchase price paid for the Pfizer Common Stock and the average price of Pfizer Common Stock during the portion of the 90-day look back period elapsed as of the date of sale, as set forth in Table 2 below.


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A. Sold on or before October 6, 2004, the Recognized Loss Amount for each share shall be zero.6

B. Sold after October 6, 2004 and on or before December 16, 2004, the Recognized Loss Amount for each share shall be the lesser of:

(i) the dollar amount of alleged artificial inflation applicable to each such share on the date of purchase/acquisition as set forth in Table 1 belowminus the dollar amount of alleged artificial inflation applicable to each such share on the date of sale as set forth in Table 1 below; or

(ii) the Out of Pocket Loss.

C. Sold after December 16, 2004 and on or before March 16, 2005, the Recognized Loss Amount for each share shall be the least of:

(i) the dollar amount of alleged artificial inflation applicable to each such share on the date of purchase/acquisition as set forth in Table 1 below;

(ii) the purchase/acquisition price of each such share (excluding all fees, taxes, and commissions) minus the average closing price of Pfizer Common Stock on the date of sale as set forth in Table 2 below; or

(iii) the Out of Pocket Loss.

D. Held as of the close of trading on March 16, 2005, the Recognized Loss Amount for each share shall be the lesser of:

(i) the dollar amount of alleged artificial inflation applicable to each such share on the date of purchase/acquisition as set forth in Table 1 below; or

(ii) the purchase/acquisition price of each such share (excluding all fees, taxes, and commissions) minus $25.74 (the average closing price of Pfizer Common Stock between December 17, 2004 and March 16, 2005, as shown on the last line in Table 2 below).

6 As referenced above in Paragraph 3 and reflected on Table 1, alleged inflation is increasing from the beginning of the Class Period until October 7, 2004, when the first corrective disclosureis made. As a result, it is possible that shares of Pfizer Common Stock could be sold at an inflation level that is greater than the inflation level at the time of purchase/acquisition. In this instance, a Recognized Gain Amount shall be calculated based upon the difference between the inflation set forth on Table 1 at the time of purchase/acquisition and the inflation set forth on Table 1 at the time of sale, which Recognized Gain Amount shall be utilized to offset Recognized Loss Amounts from other transactions from October 31, 2000 through December 16, 2004.


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ADDITIONAL PROVISIONS

6. If a Class Member has more than one purchase/acquisition or sale of Pfizer Common Stock during the period from October 31, 2000 through December 16, 2004, all purchases/acquisitions and sales shall be matched on a FIFO basis. Sales during this period will be matched first against any holdings at the beginning of the Class Period, and then against purchases/acquisitions in chronological order, beginning with the earliest purchase/acquisition made during the period from October 31, 2000 through December 16, 2004.

7. Purchases/acquisitions and sales of Pfizer Common Stock shall be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or “payment” date. The receipt or grant by gift, inheritance or operation of law of Pfizer Common Stock during the period from October 31, 2000 through December 16, 2004 shall not be deemed a purchase, acquisition or sale of these shares of Pfizer Common Stock for the calculation of an Authorized Claimant’s Recognized Claim, nor shall the receipt or grant be deemed an assignment of any claim relating to the purchase/acquisition of such shares of Pfizer Common Stock unless (i) the donor or decedent purchased or otherwise acquired such shares of Pfizer Common Stock during the period from October 31, 2000 through December 16, 2004; (ii) no Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to such shares of Pfizer Common Stock; and (iii) it is specifically so provided in the instrument of gift or assignment.

8. The date of covering a “short sale” is deemed to be the date of purchase or acquisition of the Pfizer Common Stock. The date of a “short sale” is deemed to be the date of sale of Pfizer Common Stock. In accordance with the Plan of Allocation, however, the Recognized Loss Amount on “short sales” is zero. In the event that a Claimant has an opening short position in Pfizer Common Stock, the earliest purchases or acquisitions during the period from October 31, 2000 through December 16, 2004 shall be matched against such opening short position and not be entitled to a recovery until that short position is fully covered.

9. Pfizer Common Stock is the only security eligible for recovery under the Plan of Allocation. Option contracts to purchase or sell Pfizer Common Stock are not securities eligible to participate in the Settlement. With respect to Pfizer Common Stock purchased or sold through the exercise of an option, the purchase/sale date of the Pfizer Common Stock is the exercise date of the option and the purchase/sale price is the exercise price of the option.

10. An Authorized Claimant’s Recognized Claim shall be the amount used to calculate the Authorized Claimant’s pro rata share of the Net Cash Settlement Amount. If the sum total of Recognized Claims of all Authorized Claimants who are entitled to receive payment out of the Net Cash Settlement Amount is greater than the Net Cash Settlement Amount, each Authorized Claimant shall receive his, her, or its pro rata share of the Net Cash Settlement Amount. The pro rata share shall be the Authorized Claimant’s Recognized Claim divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Cash Settlement Amount.

11. If the Net Cash Settlement Amount exceeds the sum total amount of the Recognized Claims of all Authorized Claimants entitled to receive payment out of the Net Cash


22

Settlement Amount, the excess amount in the Net Cash Settlement Amount shall be distributed pro rata to all Authorized Claimants entitled to receive payment.

12. Receipt of monies by each Authorized Claimant pursuant to either paragraph 10 or 11 above will be deemed full and complete payment from the Settlement of his, her or its Recognized Claim.

13. The Net Cash Settlement Amount will be allocated among all Authorized Claimants whose prorated payment is $10.00 or greater. If the prorated payment to any Authorized Claimant calculates to less than $10.00, it will not be included in the calculation and no distribution will be made to that Authorized Claimant.

14. If there is any balance remaining in the Net Cash Settlement Amount after nine (9) months from the date of distribution of the Net Cash Settlement Amount (whether by reason of tax refunds, uncashed checks, or otherwise), Lead Counsel shall, if economically feasible, reallocate such balance among Authorized Claimants in an equitable and economic fashion. Lead Counsel shall conduct further re-distributions of the Net Cash Settlement Amount to Authorized Claimants until it is determined that further re-distributions are not economically feasible. Thereafter, any balance which still remains in the Net Cash Settlement Amount shall be donated to an appropriate non-profit organization to be agreed upon by counsel for Plaintiffs and Defendants.

15. Each Claimant is deemed to have submitted to the jurisdiction of the United States District Court of the Southern District of New York with respect to his, her or its claim.

16. The Plan of Allocation set forth herein is the plan that is being proposed to the Court for its approval by Plaintiffs after consultation with their damages expert. The Court may approve this plan as proposed or it may modify the Plan of Allocation without further notice to the Class. Any Orders regarding any modification of the Plan of Allocation will be posted on the website for this Action, www.pfizersecuritieslitigationsettlement.com.


23

TABLE 1

Pfizer Common Stock Estimated Artificial Inflation for Purposes of Calculating Purchase and Sale Inflation

Purchase or Sale Date Artificial Inflation

October 30, 2000 - April 15, 2003 $0.96

April 16, 2003 - August 25, 2004 $1.92

August 26, 2004 - September 29, 2004 $2.23

September 30, 2004 - October 6, 2004 $3.28

October 7, 2004 - October 14, 2004 $2.76

October 15, 2004 - November 9, 2004 $1.96

November 10, 2004 - December 16, 2004 $1.44

TABLE 2

Pfizer Common Stock Closing Price and Average Closing Price December 17, 2004 - March 16, 2005

Date Closing Price

Average Closing Price between December 17, 2004 and Date

Shown

Date Closing Price

Average Closing Price between December 17, 2004 and Date

Shown 12/17/2004 $25.75 $25.75 2/2/2005 $24.07 $25.52 12/20/2004 $24.29 $25.02 2/3/2005 $23.91 $25.48 12/21/2004 $24.97 $25.00 2/4/2005 $24.23 $25.44 12/22/2004 $25.95 $25.24 2/7/2005 $24.91 $25.42 12/23/2004 $26.07 $25.41 2/8/2005 $25.55 $25.43 12/27/2004 $26.50 $25.59 2/9/2005 $25.05 $25.42 12/28/2004 $26.94 $25.78 2/10/2005 $25.05 $25.41 12/29/2004 $27.26 $25.97 2/11/2005 $25.15 $25.40 12/30/2004 $27.01 $26.08 2/14/2005 $25.48 $25.40 12/31/2004 $26.89 $26.16 2/15/2005 $25.22 $25.40

1/3/2005 $26.45 $26.19 2/16/2005 $24.95 $25.39 1/4/2005 $26.45 $26.21 2/17/2005 $25.06 $25.38 1/5/2005 $26.27 $26.22 2/18/2005 $26.80 $25.41 1/6/2005 $26.29 $26.22 2/22/2005 $26.59 $25.44 1/7/2005 $26.30 $26.23 2/23/2005 $26.31 $25.46

1/10/2005 $26.44 $26.24 2/24/2005 $26.40 $25.48 1/11/2005 $26.15 $26.23 2/25/2005 $26.86 $25.51


24

1/12/2005 $26.03 $26.22 2/28/2005 $26.29 $25.52 1/13/2005 $25.33 $26.18 3/1/2005 $26.61 $25.54 1/14/2005 $25.25 $26.13 3/2/2005 $26.61 $25.57 1/18/2005 $25.30 $26.09 3/3/2005 $26.59 $25.58 1/19/2005 $24.88 $26.04 3/4/2005 $26.85 $25.61 1/20/2005 $24.98 $25.99 3/7/2005 $27.18 $25.64 1/21/2005 $24.48 $25.93 3/8/2005 $26.76 $25.66 1/24/2005 $24.26 $25.86 3/9/2005 $26.74 $25.68 1/25/2005 $24.59 $25.81 3/10/2005 $26.75 $25.70 1/26/2005 $24.59 $25.77 3/11/2005 $26.36 $25.71 1/27/2005 $24.68 $25.73 3/14/2005 $26.53 $25.72 1/28/2005 $24.35 $25.68 3/15/2005 $26.29 $25.73 1/31/2005 $24.16 $25.63 3/16/2005 $26.05 $25.74

2/1/2005 $23.86 $25.57


EXHIBIT A-2


*P-FIZ-POC/1*��

c/o Garden City Group, LLCP.O. Box 10305

Dublin, OH 43017-59051-888-236-0464

��

FIZ

�� - This form should be completed IN CAPITAL LETTERS using BLACK or DARK BLUE ballpoint/fountain pen. Characters and marks used should be similar in the style to the following:

AB CDE F GHI J K LMNO PQRSTUVWXYZ 1 2 3 4 5 6 7 0

��

No Later Than___________, 2017

PROOF OF CLAIM FORM

TO BE ELIGIBLE TO RECEIVE A SHARE OF THE NET CASH SETTLEMENT AMOUNT IN CONNECTION WITH THE SETTLEMENT OF THIS ACTION, YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND RELEASE FORM (“CLAIM FORM”) AND MAIL IT BY PREPAID, FIRST-CLASS MAIL, POSTMARKED NO LATER THAN ___________, 2017, ADDRESSED AS FOLLOWS:

�� c/o Garden City Group, LLC

P.O. Box 10305Dublin, OH 43017-5905

FAILURE TO SUBMIT YOUR CLAIM FORM BY THE DATE SPECIFIED ABOVE WILL SUBJECT YOUR CLAIM TO REJECTION AND MAY PRECLUDE YOU FROM BEING ELIGIBLE TO RECEIVE ANY MONEY IN CONNECTION WITH THE SETTLEMENT.

DO NOT MAIL OR DELIVER YOUR CLAIM FORM TO THE COURT, THE PARTIES TO THIS ACTION, OR THEIR COUNSEL. SUBMIT YOUR CLAIM FORM ONLY TO THE SETTLEMENT ADMINISTRATOR AT THE ADDRESS SET FORTH ABOVE.

TABLE OF CONTENTS PAGE #

PART I - CLAIMANT IDENTIFICATION .....................................................................................................2

PART II - GENERAL INSTRUCTIONS ....................................................................................................3-4

PART III - SCHEDULE OF TRANSACTIONS IN PFIZER COMMON STOCK ...........................................5

PART IV - RELEASE OF CLAIMS AND SIGNATURE ...............................................................................6

REMINDER CHECKLIST ............................................................................................................................8

Claim Number:

Control Number:


PART I - CLAIMANT IDENTIFICATION*P-FIZ-POC/2*

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PART II - GENERAL INSTRUCTIONS

*P-FIZ-POC/3*

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PART II - GENERAL INSTRUCTIONS (CONTINUED)

*P-FIZ-POC/4*

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IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS YOU MUSTPHOTOCOPY THIS PAGE AND CHECK THIS BOX

IF YOU DO NOT CHECK THIS BOX THESE ADDITIONAL PAGES WILL NOT BE REVIEWED

*P-FIZ-POC/5*

Shares

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PART III - SCHEDULE OF TRANSACTIONS IN PFIZER COMMON STOCK

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YOU MUST ALSO READ THE RELEASE AND CERTIFICATION BELOW AND SIGN ON PAGE 7 OF THIS CLAIM FORM.

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�� =5�8��#��$��>��(i) [��;��*�$��[�� 8��#�� #�� [�� [�� (ii) Released Defendants’ Claims that any [��8��#�� #�� [�� [�� #��8��#��[�� [�� the Settlement. As to all Claims released by the Settlement Agreement, the Parties stipulate and agree that, upon the !��`��;� �� #��$��4�� #�� X �� '�� 3��g�� #�� #�� 5�� #�� %��$�� $��$��9^v@��#�� 6

'�� #�� 8��#�� #��8��#�� #�� "

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CERTIFICATION

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| *P-FIZ-POC/6*PART IV - RELEASE OF CLAIMS AND SIGNATURE


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UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE INFORMATION PROVIDED BY ME (US) ON THIS CLAIM FORM IS TRUE, CORRECT, AND COMPLETE, AND THAT THE DOCUMENTS SUBMITTED HEREWITH ARE TRUE AND CORRECT COPIES OF WHAT THEY PURPORT TO BE.

______________________________________________________Signature of Claimant

______________________________________________________ ___________________________________________Print Name of Claimant Date

______________________________________________________Signature of Joint Claimant, if any

______________________________________________________ ___________________________________________Print Name of Joint Claimant, if any Date

��

______________________________________________________Signature of Person Completing Form

______________________________________________________ ___________________________________________Print Name of Person Completing Form Date

______________________________________________________$�� "�"�� "��4�� x��v��$��3� ��

7 *P-FIZ-POC/7*PART IV - RELEASE OF CLAIMS AND SIGNATURE (CONTINUED)


REMINDER CHECKLIST

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THIS CLAIM FORM MUST BE MAILED TO THE SETTLEMENT ADMINISTRATOR BY PREPAID, FIRSTCLASS MAIL, POSTMARKED NO LATER THAN _____________, 2017, ADDRESSED AS FOLLOWS:

�� !��"�!��

�#$#�%�&�'()(*+��$,�-)('./*0(*

'�$��3� �� Settlement �'�� #�� 8�� @j9z��3� ��$�� #�� "�� $��3� ��#�� Settlement Administrator.

Q��#� ��#��8�� $��Forms. Please be patient and notify the Settlement '�� "

*P-FIZ-POC/8*Case 1:04-cv-09866-LTS-HBP Document 700-1 Filed 08/26/16 Page 94 of 108

EXHIBIT A-3




::::

----------------------------------------------------------------X


ECF CASE

SUMMARY NOTICE OF PROPOSED SETTLEMENT OF SECURITIES CLASS ACTION, APPLICATION FOR ATTORNEYS’ FEES

AND EXPENSES, AND SETTLEMENT FAIRNESS HEARING

To: All persons and entities who purchased and/or otherwise acquired Pfizer Inc. (“Pfizer” or “PFE”) common stock between and including October 31, 2000 and October 19, 2005 (the “Class”).

Certain persons and entities are excluded from the definition of the Class as set forth in detail in the Stipulation and Agreement of Settlement dated August 26, 2016 (the “Settlement Agreement”) and the Notice described below.

Please read this notice carefully. If you are a member of the Class, your rights will be affected by a class action lawsuit pending in this Court, and you may be entitled to share in the Settlement described below.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Southern District of New York, that the parties in the above-captioned action (the “Action”) have reached a proposed settlement for $486,000,000 in cash (the “Settlement”), that, if approved, will resolve all claims in the Action. A hearing will be held on ______________, 2016, at ______ _.m., before the Honorable Laura Taylor Swain, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, Courtroom 12D, New York, NY 10007, for the purpose of determining (1) whether the Settlement should be approved by the Court as fair, reasonable, and adequate; (2) whether a Judgment should be entered by the Court dismissing the Action with prejudice; (3) whether the proposed Plan of Allocation is fair, reasonable, and adequate; and (4) whether the application of Plaintiffs’ Counsel for an award of attorneys’ fees and expenses and for reimbursement of Plaintiffs’ costs and expenses in connection with the Action should be approved.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE AFFECTED BY THE SETTLEMENT OF THIS ACTION, INCLUDING THE RELEASE AND EXTINGUISHMENT OF CLAIMS YOU MAY POSSESS RELATING TO YOUR PURCHASE OR ACQUISITION OF PFIZER COMMON STOCK DURING THE CLASS PERIOD. If you have not received the detailed Notice and Claim Form regarding the proposed Settlement, you may obtain copies of these documents by contacting the Settlement


-2-

Administrator, at Pfizer Securities Litigation Settlement, c/o Garden City Group, LLC, P.O. Box 10305, Dublin, OH 43017-5905, (888) 236-0464, or on the Internet at www.pfizersecuritieslitigationsettlement.com. Other inquiries may be directed to Court-appointed Lead Counsel, Mary S. Thomas, Esq., Grant & Eisenhofer P.A., 123 Justison Street, Wilmington, DE 19801, (302) 622-7000.

If you are a Class Member, in order to be eligible to share in the distribution of the net Settlement proceeds, you must submit a Claim Form postmarked no later than _______, 2017,establishing that you are entitled to a recovery. If you are a Class Member and do not submit a proper Claim Form, you will not be eligible to share in the distribution of the net Settlement proceeds, but you will nevertheless be bound by any judgments or orders entered by the Court in the Action.

If you are a Class Member, you have the right to object to the proposed Settlement, the proposed Plan of Allocation, and/or the application of Plaintiffs’ Counsel for an award of attorneys’ fees and expenses and for reimbursement of Plaintiffs’ costs and expenses. Any objections must be filed with the Court and delivered to Lead Counsel and Defendants’ Counsel such that they are received no later than ________, 2016, in accordance with the instructions set forth in the Notice.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to Lead Counsel or the Settlement Administrator as listed above.

Dated: _________, 2016 BY THE ORDER OF THE COURT: United States District Court for the Southern District of New York


EXHIBIT B




::::

----------------------------------------------------------------X


ECF CASE

ORDER APPROVING SETTLEMENT AND FINAL JUDGMENT

WHEREAS, on __________, 2016, a hearing was held before this Court to determine:

(1) whether the terms and conditions of the proposed settlement (the “Settlement”) of the above-

captioned action (the “Action”) as set forth in the Stipulation and Agreement of Settlement dated

August 26, 2016 (the “Settlement Agreement”) are fair, reasonable and adequate for the

settlement of all claims asserted by Plaintiffs, on behalf of themselves and the Court-certified

Class, against the Defendants in this Action and in the best interests of the Class, including the

release of the Defendants and the other Releasees as defined in the Settlement Agreement, and

should be approved; and (2) whether a judgment should be entered dismissing the Action with

prejudice in favor of the Defendants;

WHEREAS, it appearing that a Notice of the Settlement and the hearing substantially in

the form approved by the Court was mailed to all persons and entities reasonably identifiable

who purchased or otherwise acquired the common stock of Pfizer Inc. between and including

October 31, 2000 and October 19, 2005, and that a Publication Notice of the Settlement and the

hearing substantially in the form approved by the Court was published in The Wall Street

Journal and The New York Times and transmitted over PR Newswire pursuant to the

specifications of the Court; and


2

WHEREAS, the Court has reviewed and considered the Settlement Agreement, all papers

filed in connection with the Settlement and all matters submitted to it at the hearing, all oral and

written comments received regarding the Settlement, and the record in the Action, and good

cause appearing therefor;

NOW, THEREFORE, IT IS HEREBY ORDERED, as follows:

1. For purposes of this Judgment, all capitalized terms used herein have the

meanings as set forth and defined in the Settlement Agreement.

2. The Court has jurisdiction over the subject matter of the Action and over all

Parties to the Action, including all members of the Class.

3. Pursuant to and in accordance with the requirements of Rule 23 of the Federal

Rules of Civil Procedure, the Settlement as set forth in the Settlement Agreement is fully and

finally approved and the Court finds the Settlement to be, in all respects, fair, reasonable and

adequate, and in the best interests of the Class, and the Class Members. The Court further finds

that the Settlement as set forth in the Settlement Agreement is the result of arm’s-length

negotiations between experienced counsel representing the interests of the Parties. The Parties

are directed to consummate the Settlement Agreement in accordance with its terms and

provisions.

4. The distribution of the Notice and the publication of the Publication Notice (i)

were implemented in accordance with the Court’s Preliminary Approval Order, (ii) constituted

the best notice practicable under the circumstances and due and sufficient notice to all Class

Members, and (iii) fully met the requirements of Rule 23 of the Federal Rules of Civil Procedure,

due process, the United States Constitution, § 21D(a)(7) of the Securities Exchange Act of 1934,


3

15 U.S.C. § 78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995,

and all other applicable law and rules.

5. This Action and all claims contained therein, as well as all of the Released

Plaintiffs’ Claims, are hereby dismissed with prejudice. The Parties are to bear their own costs,

except as otherwise provided in the Settlement Agreement.

6. The terms of the Settlement and of this Judgment shall be forever binding on

Defendants, Plaintiffs and all Class Members (regardless of whether or not any individual Class

Member submits a Claim Form or seeks or obtains a distribution from the Net Cash Settlement

Amount). The persons and entities listed on Exhibit 1 hereto are excluded from the Class

pursuant to request in connection with the previously disseminated Notice of Pendency of Class

Action and are not bound by the terms of the Settlement Agreement or this Judgment.

7. Upon the Effective Date, Plaintiffs and all other Class Members, on behalf of

themselves and their other Releasors, and anyone claiming through or on behalf of any of them,

for good and sufficient consideration, shall be deemed to have, and by operation of law and of

this Judgment shall have, fully, finally, and forever released, relinquished, settled, and

discharged all Released Plaintiffs’ Claims (including Unknown Claims) against each and every

one of the Releasees.

8. Upon the Effective Date, Plaintiffs and each member of the Class and anyone

claiming through or on behalf of any of them, are forever barred and enjoined from filing,

pursuing, commencing, instituting, maintaining or continuing to prosecute any action or

proceeding in any court of law or equity, arbitration tribunal, administrative forum, or other

forum of any kind (whether within the United States or not) asserting any of the Released

Plaintiffs’ Claims (including Unknown Claims) against any of the Releasees.


4

9. Upon the Effective Date, each and all of the Defendants, on behalf of themselves

and their respective legal representatives, heirs, executors, administrators, predecesors,

successors in interest, transferees and assigns, in their capacities as such, for good and sufficient

consideration, shall be deemed to have, and by operation of law and of this Judgment shall have,

fully, finally, and forever released, relinquished, settled, and discharged all Released Defendants’

Claims against each and every one of the Plaintiffs’ Releasees.

10. Notwithstanding paragraphs 7-9 above, nothing in this Judgment shall bar any

action by any of the Parties to enforce the terms of the Settlement Agreement or this Judgment.

11. Only those Class Members who submit valid and timely Claim Forms shall be

entitled to participate in the Settlement and to be eligible to receive a distribution from the Net

Cash Settlement Amount. All Class Members shall, as of the Effective Date, be bound by the

Releases set forth herein whether or not they submit a valid and timely Claim Form.

12. Except as otherwise expressly provided herein, neither the Settlement Agreement,

nor any of its terms and provisions, nor any of the negotiations or proceedings connected with it,

nor any of the documents or statements referred to therein shall be:

a. offered or received against Defendants for any purpose, including without

limitation as evidence of, or construed as or deemed to be evidence of, any presumption,

concession or admission by any of Defendants with respect to the truth of any fact alleged by

Plaintiffs or the validity of any Claim that had been or could have been asserted against

Defendants in the Action or in any litigation, or of any liability, negligence, fault, or

wrongdoing of the Defendants;

b. offered or received against Defendants for any purpose, including without

limitation as evidence of a presumption, concession or admission of any fault,


5

misrepresentation or omission with respect to any statement or written document approved or

made by any Defendant, or against Plaintiffs or any other Class Member as evidence of any

infirmity in the claims of Plaintiffs or the other Class Members;

c. offered or received against Defendants or against Plaintiffs or any other

Class Members for any purpose, including without limitation as evidence of a presumption,

concession or admission with respect to any liability, negligence, fault or wrongdoing, or in

any way referred to for any other reason as against any of the Parties to the Settlement

Agreement, in any other civil, criminal or administrative action or proceeding, other than

such proceedings as may be necessary to effectuate the provisions of the Settlement

Agreement; provided, however, that Defendants may refer to them to effectuate the liability

protection granted them thereunder;

d. construed against Defendants, Plaintiffs or any other Class Members for

any purpose, including without limitation as an admission or concession that the

consideration to be given hereunder represents the amount that could be or would have been

recovered after trial; and/or

e. construed as or received in evidence as an admission, concession or

presumption against Plaintiffs or other Class Members or any of them that any of their

Claims are without merit or that damages recoverable under the Amended Complaint would

not have exceeded the Settlement Amount.

13. The Court finds that during the course of this Action, no Party or its respective

counsel has been found to have violated Federal Rule of Civil Procedure 11.

14. Exclusive jurisdiction is hereby retained over the Parties and the Class Members

for all matters relating to this litigation, including (i) the administration, interpretation,


6

effectuation or enforcement of the Settlement Agreement and this Judgment, (ii) the disposition

of the Settlement Fund, (iii) any award of attorneys’ fees and expenses by Plaintiffs’ Counsel in

the Action or of reimbursement of Plaintiffs’ costs and expenses, (iv) review and approval of the

Plan of Allocation, and (v) the administration and distribution of the Net Cash Settlement

Amount to the members of the Class.

15. Separate orders shall be entered regarding approval of a plan of allocation and the

motion of Lead Counsel for an award of attorneys’ fees and expenses and reimbursement of

Plaintiffs’ costs and expenses. Such orders shall in no way affect or delay the finality of this

Judgment and shall not affect or delay the Effective Date of the Settlement.

16. If the Settlement is terminated as provided in the Settlement Agreement, the

Settlement is not approved, or the Effective Date of the Settlement otherwise fails to occur, this

Judgment shall be vacated, rendered null and void and be of no further force and effect, except as

otherwise provided by the Settlement Agreement, and this Judgment shall be without prejudice

to the rights of Plaintiffs, the Class Members and Defendants, and the Parties shall revert to their

respective positions in the Action as of July 18, 2016, as provided in the Settlement Agreement.

17. There is no just reason to delay the entry of this Judgment as a final judgment in

this Action. Accordingly, the Clerk of the Court is expressly directed to immediately enter this

Judgment in this Action.

ENTERED at New York, NY this __________ day of ____________, 2016.

______________________________Hon. Laura Taylor Swain United States District Judge


EXHIBIT C


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