VTRSViatris

You disclose that the decrease in total revenues and net sales was primarily driven by a decrease of approximately $169.7 million in net sales from existing products as a result of lower pricing and volumes. Please provide us with proposed disclosure to be included in future periodic reports that quantifies the impact of price and volume separately.

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Alternatively, we note in your first quarter 2022 earnings presentation that you quantify the decrease in net sales due to competition on key US products and other base business erosion separately. Please refer to Item 303(a)(3)(iii) of Regulation S-K.

In response to the Staff’s comment, in future filings beginning with our Quarterly

Report on Form 10-Q for the period ended June 30, 2022, the Company will revise its disclosure to further quantify material changes in total revenues and net sales.

As an example of how we plan to address the Staff’s comment in future filings and for illustrative purposes only, we have revised our year-over-year comparative discussion for total revenues and net sales from the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Quarterly Report on Form 10-Q for the

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period ended March 31, 2022. The illustrative additions are denoted as underlined text and deleted text is denoted as struck through text.

For the current quarter, Viatris reported total revenues of $4.19 billion, compared to $4.43 billion for the comparable prior year period, representing a decrease of $238.6 million, or 5%. Total revenues include both net sales and other revenues from third parties. Net sales for the current quarter were $4.18 billion, compared to

$4.40 billion for the comparable prior year period, representing a decrease of $221.9 million, or 5%. Other revenues for the current quarter were $13.5 million, compared to $30.2 million for the comparable prior year period.

The decrease in total revenues and net sales was primarily driven by a decrease of approximately $169.7 million in net sales from existing products as a result of lower pricing and volumes, due to competition on certain key U.S. products, representing a decline of approximately $69 million, and approximately

$100 million as a result of other base business erosion. The decrease in net sales from existing products was partially offset by approximately $120 million of new product sales. New product sales include new products launched in 2022 and the carryover impact of new products, including business development, launched within the last twelve months. The Company’s net sales were unfavorably impacted by the effect of foreign currency translation, primarily reflecting changes in the U.S. Dollar as compared to the currencies of subsidiaries in countries within the EU, Turkey, and Japan. The net unfavorable impact of foreign currency translation on net sales was approximately $170.3 million, or

4%. On a constant currency basis, the decrease in net sales was approximately $51.6 million, or 1% for the three months ended March 31, 2022.

* * *

We hope that this response adequately addresses the Staff’s comment. If you have any questions concerning this response letter or require further information, please do not hesitate to contact Paul Campbell, Chief Accounting Officer and Corporate Controller (724-514-1883).

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Please revise to add a question and answer to explain the significance of the parties structuring the transaction as a reverse merger with NewCo domiciled in Delaware as opposed to the Netherlands where Mylan has been domiciled since 2015. In particular, please discuss the role that corporate governance and taxation played in this decision. In this regard: • We refer to Mylan’s July 29, 2019 investor call and Mr.

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Coury’s statements highlighting the role that “governance” and building the company “without interference” played in the decision to leave the United States in 2015 and his current readiness to “turn this company back over to shareholders.” Accordingly, the disclosure should explain the governance concerns that led Mylan to conduct the 2015 inversion and the reasons why Mylan is now ready to change its approach to corporate governance and seeking shareholder approval to come back to the United States. • We note that the combined company’s historical financial statements will be those of Mylan N.V. Accordingly, please revise to discuss the tax implications of domiciling the combined company in the United States as opposed to the Netherlands and indicate whether taxation factored into this decision. In addition, please revise other sections of the document including, without limitation, the “Background of the Combination” section and “Mylan Board’s Reasons for the Combination,” to discuss the negotiations and decision to domicile the combined company in the United States.

In accordance with the Staff’s comment, the sections entitled “Questions and Answers About the Transactions”, “The Transactions—Recommendation of the Mylan Board of Directors; The Mylan Board’s Reasons for the Combination” and “The Transactions—Background of the

Combination” on pages 5, 104 and 98, respectively, of Amendment No.

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1, has been revised to include an additional question and answer and additional disclosure, as applicable, to explain why the parties determined to structure the transaction such that Newco will be organized in Delaware as opposed to the Netherlands.

With respect to the Staff’s comment regarding Mylan’s decision to leave the United States in 2015, Mylan respectfully notes that Mylan Inc.’s definitive proxy statement filed with the SEC on December 24, 2014 regarding the 2015 transaction (the “2015 transaction”) involving Mylan and Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business (the “Abbott Business”) (such proxy statement, the “Mylan 2015

Proxy”) set forth reasons for Mylan being organized in the Netherlands (see the question “Why will the place of organization of New Mylan be the Netherlands?” on page vii of the Mylan 2015 Proxy).

Mylan entered into the 2015 transaction because the Mylan Board at the time concluded that such transaction was likely to result in significant strategic and financial benefits to Mylan, which benefits are discussed in the Mylan 2015 Proxy under the section entitled “The Transaction—Reasons for the Transaction and Recommendation of the Mylan Board”. In addition to the strategic and financial benefits, the 2015 transaction provided an opportunity to create a more competitive global tax structure by forming a new global holding company domiciled outside of the United States to acquire and hold Mylan Inc. and the

Abbott Business, resulting in significant additional financial flexibility for future strategic opportunities.

Having decided to structure the 2015 transaction with a global holding company domiciled outside of the United States, the Netherlands was selected as the jurisdiction in which to re-domicile Mylan. The reasons for organizing in the

Netherlands, as set forth under the question “Why will the place of organization of New Mylan be in the Netherlands?” on page vii of the Mylan 2015 Proxy, included the Netherlands having stable and well-developed corporate and intellectual property laws and jurisprudence. Since the 2015 transaction, the Netherlands has provided an effective platform on which Mylan could execute its strategy for the benefit of all stakeholders, including shareholders, creditors, employees, customers, suppliers, relevant patient populations and communities in which Mylan operates.

Notwithstanding the benefits of leaving the United States as part of the 2015 transaction, it was determined that there was a strong strategic rationale to returning to the United States in connection with the Combination. Mylan and Pfizer concluded that organizing the combined company in the United

States, and specifically in Delaware, which is well recognized for stable and balanced corporate laws and jurisprudence that are familiar to many U.S. investors, would provide Newco with an effective platform from which to operate and provide value to Newco’s stockholders and other stakeholders. In addition, the Mylan Board believes that having Newco organized in Delaware and subject to a U.S.-style, stockholder centric governance model is consistent with views expressed to Mylan by a number of Mylan shareholders. Domiciling Newco in the United States also allows for more certainty with respect to the tax treatment of the transaction to Pfizer and its stockholders, and the inefficiencies of being tax resident in the United States, relative to other jurisdictions, have been reduced as a result of recent U.S. tax reform legislation.

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Revise to explain briefly the reason(s) why Pfizer may opt to effect the Distribution by way of a split-off. Indicate whether there is a material impact to the post-combination business or to Mylan shareholders if Pfizer opts for the split-off. If there are no impact, please revise to clarify this point.

In response to the Staff’s comment, the

Company has revised the disclosures on page 3 of Amendment No. 1. Read in the reply ↗

Revise the second paragraph to clarify, if true, that you are describing the “Alternative Transaction” structure. Explain, if true, that Mylan holders could receive fewer shares in the Combination if this structure were adopted. With reference to the 15% rate referenced on page 138, revise to quantify the potential impact to the 43% Mylan shareholder stake referenced throughout the joint proxy statement/prospectus.

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Also, explain whether there would be a material impact to the post-combination business if the Alternative Transaction structure were utilized.

In accordance with the Staff’s comment, the disclosure has been revised to clarify that the steps set forth in the second paragraph on page 4 of Amendment No. 1 to describe the Alternative Transaction Structure.

The Company and Mylan respectfully advise the Staff that the 15% Dutch dividend withholding tax could apply irrespective of whether the

Combination is structured to involve the Mylan Merger or the Alternative Transaction Structure.

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The disclosure in the sections noted below has been revised to clarify that the Dutch dividend withholding tax could apply in either structure.

Mylan does not currently expect that the Dutch dividend withholding tax will apply to the transaction (irrespective of whether the Combination is structured to involve the Mylan Merger or the Alternative Transaction Structure). The Dutch dividend withholding tax will apply if, as of closing of the transaction, the Mylan Newco Liquidation Distribution (where the Combination is structured to involve the Mylan Merger) or the Mylan Liquidation Distribution (in the Alternative Transaction Structure), as applicable, exceeds the average paid up capital recognized for Dutch dividend withholding tax purposes of the Mylan Newco ordinary shares or the Mylan ordinary shares, as applicable. In such case, the 15% Dutch dividend withholding tax is due in respect of the difference, as of closing of the transactions, between (i) the value, in EUR of the Mylan Newco Liquidation Distribution or the Mylan Liquidation Distribution, as applicable (i.e., the value of the Newco common stock to be received by the Mylan shareholders in the Combination), and (ii) the paid up capital in EUR recognized for Dutch dividend withholding tax purposes of Mylan Newco or Mylan, as applicable, as of the Mylan Newco

Liquidation Distribution or the Mylan Liquidation Distribution.

Mylan currently does not expect the Mylan Newco Liquidation Distribution or the Mylan Liquidation Distribution, as applicable, to exceed the paid up capital of Mylan Newco or Mylan, as applicable, that is recognized for Dutch dividend withholding tax purposes and thus does not expect any Dutch dividend withholding tax to apply. Mylan is seeking confirmation from the Dutch tax authorities in this respect.

In the unlikely event the Dutch dividend withholding tax is to be withheld in respect of the Mylan Liquidation Distribution or the Mylan Newco Liquidation Distribution, as applicable, the exchange agent shall sell in one or more transactions for the benefit of holders of Mylan Newco or Mylan shareholders, as applicable, such number of shares of Newco common stock to which such holder would otherwise be entitled as is necessary to obtain net cash proceeds to pay the Dutch dividend withholding tax due. Consequently, the relevant Mylan shareholder would receive fewer shares of Newco common stock than such holder would otherwise receive in the Combination.

The Company and

Mylan respectfully advise the Staff that it is not possible at this time to quantify the potential impact to the 43% Mylan shareholder stake because the applicability of the Dutch dividend withholding tax is based on certain factors that will not be known until closing of the Combination, specifically (i) the trading price of the Mylan ordinary shares at closing, (ii) the value of the EUR to USD exchange rate at closing and (iii) the amount of paid up capital recognized for Dutch dividend withholding tax purposes of Mylan or Mylan Newco as applicable, as of closing, as well as how such amount will be calculated by the Dutch tax authorities.

In accordance with the Staff’s comment and to clarify the foregoing, the disclosure in the question and answer under “What will happen in the Combination?”, the question and answer under “What are the material Dutch consequences to Mylan shareholders from the Combination?” and the section entitled “Material Tax Consequences—Material Dutch Tax

Consequences—Dutch Dividend Withholding Tax Consequences of the Combination to Holders of Mylan Ordinary Shares” beginning on pages 3, 7 and 145, respectively, of Amendment No. 1 has been revised accordingly.

With respect to the Staff’s comment regarding potential impacts to the post-combination business if the Alternative Transaction structure were utilized, the Company and Mylan are aware of the possibility that U.K. stamp duty could become payable in connection with the Combination and respectfully directs the Staff to the risk factor entitled “The Combination could result in U.K. stamp duty becoming payable by Acquisition Sub” on page 57 of Amendment No. 1, which describes the risk that the Alternative Transaction Structure could give rise to U.K. stamp duty.

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We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.

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In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

In response to the Staff´s comment, the Company has revised the disclosures on pages 80, 286 and 294 of

Amendment No. 1. Read in the reply ↗

Please revise the Background section to provide disclosure concerning material issues discussed and key terms negotiated during the May 2 to June 13 timeframe. In this regard, we note that the disclosures concerning the first six weeks of the discussions/negotiations do not address any material transaction terms beyond that the parties were considering a Reverse Morris Trust transaction.

In response to the Staff´s comment, the Company has revised the disclosures on pages 95, 96 and 97 of Amendment No. 1 to provide additional detail regarding the materials matters discussed by the parties during the May 2 to June 13 timeframe and to clarify that prior to June 14, 2019, the parties did not negotiate any material transaction terms beyond that the parties were considering a Reverse Morris Trust transaction. Read in the reply ↗

Further to the comment above, please revise the disclosure concerning the initial May 2, 2019 meeting between Messrs. Boula and Coury regarding a potential combination transaction. In this regard, we note that the disclosure is limited to a single sentence.

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Similarly, please revise to explain the contents of the “informational materials regarding the Upjohn Business and a potential combination of Mylan and the Upjohn Business” which Pfizer provided to Mylan on May 7, 2019.

In response to the Staff´s comment, the Company has revised the disclosures on pages 95 and 96 of Read in the reply ↗

Please revise the Background section so that it is clear where each party stood with respect to material transaction terms during the course of the three-month negotiations. For instance, when discussing meetings between the parties or their advisers, identify the party that proposed a material transaction term and indicate whether the other party agreed and/or proffered a counter proposal.

In response to the Staff´s comment, the Company has revised the disclosures on pages 95 to 102 of Amendment No. 1. Read in the reply ↗

We note that the Background section discusses the meetings and deliberations of the Mylan Board and Mylan’s Strategic Review Committee from May 2 through June 26; however, the disclosure does not similarly discuss any meetings or deliberations conducted by Pfizer’s Board or its executives. Please revise or advise.

In response to the Staff´s comment, the Company respectfully advises the Staff that the meetings of Pfizer’s Board described on pages 95, 98, 100 and 101 of Amendment No. 1 are all of the meetings of Pfizer’s Board between April 25, 2019 and July 29, 2019 in which Pfizer’s Board and its executives discussed and deliberated the potential transaction with Mylan. Read in the reply ↗

With reference to the mid-July 2019 entries, please discuss the magnitude of the pre- Distribution liabilities of the UpJohn Business at issue and the reason(s) why the parties changed course on whether the combined company would assume these liabilities.

In response to the Staff´s comment, the Company has revised the disclosures on pages 99 to 102 of Amendment No. 1. Read in the reply ↗

With reference to the July 12, 2019 entry, we note disclosure referencing the “treatment of certain potential Mylan liabilities.” Please revise to clarify what liabilities were at issue and how the parties negotiated the treatment of these liabilities.

In response to the Staff´s comment, the Company has revised the disclosures on pages 99 to 101 of Read in the reply ↗

Revise the July 24-26 and July 26-28 entries to identify the unresolved transaction terms.

In response to the Staff´s comment, the Company has revised the disclosures on pages 101 and 102 of Read in the reply ↗

With reference to Mylan’s July 29, 2019 investor call, please discuss the decision and any negotiations concerning establishment of NewCo’s dividend policy. Your discussion should also cover any negotiations concerning the initial size of the dividend.

In response to the Staff´s comment, the Company has revised the disclosures on pages 96 and 98 of

Amendment No. 1 to include references to the discussions and negotiations around the decision to establish Newco’s dividend policy. Read in the reply ↗

Please provide us with all materials, including any board books provided by Centerview and PJT Partners to the Mylan board.

The Company has been advised that Centerview and PJT Partners will provide directly to the Staff under separate cover on a confidential and supplemental basis pursuant to Rule 418 of the Securities Act, and Rule 12b-4 under the Exchange Act, the materials prepared jointly by

Centerview and PJT Partners and presented to the Mylan Strategic Review Committee and the Mylan Board in connection with the delivery of their respective opinions on July 26, 2019.

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In accordance with such rules, such materials are being provided together with a request that these materials be returned promptly following completion of the Staff’s review thereof. Such materials are not, and will not be, filed with or deemed to be part of the registration statement. In connection therewith, a request has been made by Centerview and PJT Partners for confidential treatment of these materials pursuant to the provisions of 17 C.F.R. §200.83 by separate letter.

A copy of the written opinion of each of Centerview and PJT Partners, each dated July 26, 2019, is attached as Annex C and Annex D, respectively, to the registration statement.

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Please revise your disclosure here and elsewhere as applicable to discuss Section 8.26 of the agreement and clarify material risks to the NewCo entity, particularly in light of the Legal Proceedings disclosure from Mylan’s Form 10-Q for the period ended September 30, 2019.

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In this regard, the Section 8.26 provision would appear to magnify the impact of any future legal Losses by requiring NewCo to pay an additional cash amount to Pfizer equal to 57% of the Loss resulting from the third-party action. Also, please re-file Annex A to include Section 8.26 of Mylan’s Disclosure Schedule or explain why this information is not material to investors.

In accordance with the Staff’s comment, the disclosure under the heading “Business Combination

Agreement—Certain Litigation Matters” has been revised to provide a reference to Mylan’s disclosure of its opioid matters in its Legal Proceedings section in its Form 10-Q for the fiscal quarter ended September 30, 2019.

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As disclosed in its Form 10-Q for the fiscal quarter ended September 30, 2019, Mylan believes that the opioid-related lawsuits described therein are without merit and intends to defend against them vigorously.

The Company respectfully advises the Staff that the existing disclosure regarding

Section 8.26 of Mylan’s Disclosure Schedule under the heading “Business Combination Agreement—Certain Litigation Matters” describes the entire content of such section of Mylan’s Disclosure Schedule.

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We refer to Mylan’s June 21, 2019 Form 8-K filing concerning the Mylan Board’s ongoing consideration of the views and perspectives expressed by shareholders to extend the scope of the company’s clawback policy. Please revise the joint proxy/prospectus to indicate whether Newco has a clawback policy and, if applicable, discuss the key features of this policy and any differences with Mylan’s existing policy.

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Given the determination that Mylan is the accounting acquirer and that the historical financial statements of the combined company will be those of Mylan, please revise here and elsewhere, as applicable, to discuss whether consummation of the Combination Transaction would prevent the ability to clawback compensation from Mylan executives in the future.

The Company respectfully notes for the Staff that Newco is currently a recently formed corporation which is a wholly owned subsidiary of Pfizer. Accordingly, Newco does not currently have a clawback policy and any such policy to be adopted by Newco will be determined following the closing of the Combination by the Newco Board.

In accordance with the Staff’s comment, the Company has included additional disclosure with respect to a Newco clawback policy under “The Transactions—Director and Executive Compensation” on page 129 of Amendment No.

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1.

For the Staff’s information, Mylan notes that, after considering the views expressed by its shareholders on this topic at the 2019 annual general meeting of shareholders that was held in Amsterdam on June 21, 2019, Mylan’s compensation committee and the Mylan Board recently approved amendments to Mylan’s clawback policy to provide for recoupment in the event of misconduct by an executive (separate from recoupment in the event of specified misconduct that causes Mylan to materially restate its financial statements, which the policy provided for prior to the amendments). Mylan expects to implement these amendments, which will apply prospectively from the effective date, in the first quarter of 2020.

Mylan also notes that the Combination would not prevent the ability to clawback compensation from Mylan executives in the future. Mylan’s clawback policy will continue to apply with respect to any determination of misconduct made under the policy prior to the date of a “Change in Control” (as defined in Mylan’s Amended and Restated 2003 Long-Term Incentive Plan), but the policy will otherwise terminate following any such Change in Control. In addition, nothing in Mylan’s clawback policy would prevent Newco from taking any other action with respect to a Mylan executive in response to any misconduct by such executive prior to the Change in Control. In accordance with the Staff’s comment, the Company has included additional disclosure with respect to whether the consummation of the Combination would prevent the ability to clawback compensation from

Mylan executives in the future under “The Transactions—Director and Executive Compensation” on page 129 of Amendment No. 1.

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Please revise to discuss Meridian Medical Technologies, including its business focus and size, and also clarify the status of negotiations concerning the potential consideration to be paid. In this regard, please clarify your disclosure that "(t)he terms of the Specified Purchase Agreement (if executed) would reflect substantially similar terms as the

In response to the Staff´s comment, the Company has revised the disclosures on page 191 of Amendment

No. 1. Read in the reply ↗

Please address the following regarding your presentation of the $12 billion distribution payment to Pfizer and the reimbursement feature for certain Mylan liabilities as described in Section 8.26 of Business Combination Agreement: • Revise the narrative introduction section to the Pro Formas as well as the relevant Pro Forma footnotes to clearly disclose that you are excluding the $12 billion distribution payment to

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Pfizer from your computation of the merger consideration, and explain to the reader the reasons for such treatment here. Clearly identify for the reader how the $12 billion is being reflected in the Pro Forma adjustments. • Revise the narrative introduction as well as the relevant Pro Forma footnotes to discuss the terms and impact of the reimbursement feature in Section 8.26 to confirm, if true, that this feature is not reflected in the historical financial statements or the Pro Forma adjustments. Identify the nature of the liabilities covered by this section. To the extent you determined that such adjustments would be prohibited by Regulation S-X, disclose that fact. • Similarly, revise your Calculation of the Combination Consideration on page 89 and your Accounting Treatment section on page 125 to disclose both the treatment of the $12 billion cash distribution as well as the reimbursement provisions of Section 8.26. Clearly identify how each of these provisions affects the purchase price and the exchange ratio, and identify the nature of the liabilities covered by this section.

In accordance with the Staff’s comment, the Company has revised its disclosure in the narrative introduction to the Pro Formas, the relevant Pro Forma footnotes, the section entitled “The Transactions—Calculation of the Combination

Consideration” and the section entitled “The Transactions—Accounting Treatment” on pages 264, 272, 93 and 132, respectively, of Amendment No. 1.

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In addition, the Company has updated the sections entitled “Summary

Unaudited Pro Forma Condensed Combined Financial Information” and “Unaudited Pro Forma Condensed Combined Financial Statements” on pages 46 and 264, respectively, of Amendment No. 1 to reflect the historical unaudited financial information for the nine months ended September 30, 2019 of the Upjohn Business and Mylan.

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Please address the following regarding your pro forma presentation: • Provide us a complete analysis of your accounting treatment of the Reverse Morris Trust transaction including the determination of the accounting acquirer and consideration exchanged. Refer us to the technical guidance upon which you relied including your consideration of ASC 805-10-55-11 through 55-15 and ASC 805-4045.

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• Demonstrate your restatement of the equity structure of Mylan using the exchange ratio established in the merger agreement. • Provide us with your calculation of the weighted-average number of shares outstanding as multiplied by the exchange ratio in the merger agreement. • As discussed on page 3, at Pfizer’s option, shares of Newco stock will be distributed to its shareholders by way of either a spin-off or a split-off. You disclose that currently a spin-off structure is expected. Revise the introduction section on page 256 as well as your Accounting Treatment section on page 125 to explain the planned accounting treatment for a hypothetical split-off, and revise page 256 to disclose its potential impact on your pro forma presentation. • Similarly, you disclose on page 3 that if the Mylan Merger is not consummated within the identified parameters, the combination will occur through an alternative structure. Revise the Accounting Treatment section and Pro Forma introductory narrative to explain how the accounting for that alternative structure would be different from your current structure.

to bullet 1: In response to the Staff’s comment, the Company respectfully advises the Staff that in making its determination of the accounting acquirer, it concluded that the composition of Newco Board and the composition of the senior management of Newco outweigh the relative voting rights of Pfizer stockholders and former Mylan shareholders in Newco, and that no other factors were significant to the accounting determination.

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Set forth below is a summary of the analysis of the considerations for determining that Mylan is the accounting acquirer in accordance with ASC 805.

ASC 805-10-11 states, in part:

The entity that transfers cash, or other assets, or incurs liabilities to effect a business combination is generally identified as the acquirer.

Since the Combination will be effected through an all-stock transaction, the Company believes the above criteria is not applicable in this situation.

ASC 805-10-55-12 states, in part:

In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree.

ASC 805-10-55-12 further indicates: Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following additional factors:

ASC

805-10-55-12(a) states, in part:

The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities.

Under the terms of the Business Combination Agreement, Pfizer stockholders will receive 57% of the shares of Newco common stock and former

Mylan shareholders will receive 43% of the shares of Newco common stock. There are no unusual or special voting arrangements or options, warrants, or convertible securities included in the Combination. Existing options and restricted stock issued to employees of Mylan will be included in the exchange ratio calculation such that the ownership on a fully diluted basis will be 57% to Pfizer stockholders and 43% to former Mylan shareholders. The Reverse Morris Trust structure of the transaction required that a majority voting interest go to Pfizer stockholders. In order to maintain the tax-free nature of the structure to Pfizer and its stockholders, Pfizer stockholders needed to own more than 50% of the Newco common shares for U.S. federal income tax purposes upon closing of the Combination. As a result, the Company believes the additional considerations listed below are critical in determining the accounting acquirer.

ASC 805-10-55-12(b) states, in part:

The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity.

Pfizer and Mylan expect that no single shareholder (or organized group of shareholders) of Mylan or Pfizer will own a significant minority interest in each respective company immediately prior to the closing of the Combination. Based upon Mylan’s definitive proxy statement filed with the SEC on May 24, 2019, Mylan’s largest shareholders include various Vanguard funds (7.2%), Vanguard Specialized Funds – Vanguard Heath Care Fund (6.8%), Wellington (10.5%) and Blackrock (7.7%). Based upon Pfizer’s definitive proxy statement filed with the SEC on March 14,

2019, Pfizer’s largest shareholders include Blackrock (8.0%), Vanguard (7.8%) and State Street (5.1%). While there is significant overlap in public shareholders prior to the closing of the Combination, there is no evidence that Mylan shareholders or Pfizer stockholders, respectively, are formally organized to vote in concert on any matters. Accordingly, this consideration does not impact the determination of the accounting acquirer.

ASC 805-10-55-12(c) states, in part:

The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity.

As of the closing date of the Combination, the Newco Board will consist of 13 members, including the Executive Chairman of Newco, who will be Robert J. Coury (current Chairman of the Mylan Board); the Chief Executive Officer of Newco, who will be Michael

Goettler (current Global President of the Upjohn Business); eight persons designated by Mylan prior to the closing date; and three persons designated by Pfizer prior to the closing date (after consultation in good faith with Mylan). The Executive

Chairman of Newco will be in the class of directors whose term expires at the 2023 annual meeting of Newco stockholders, and each of the three persons designated by Pfizer will serve in a different class of directors. In addition, the Newco Board will, upon the closing of the Combination, be classified into three classes substantially equal in size until the 2023 annual meeting of Newco stockholders. As a result, any significant change in composition of the Newco Board would likely take at least two years. Based on these facts, the Company concluded that Mylan controls the composition of the Newco Board and such control is considered substantive and is not temporary. This is a strong indication that Mylan is the accounting acquirer.

805-10-55-12(d) states, in part:

The acquirer usually is the combining entity whose former management dominates the management of the combined entity.

In accordance with the terms of the Business Combination Agreement, the senior management of Newco at the Effective Time will include

(i) the current Chairman of Mylan, Robert J. Coury, who shall be Executive Chairman, (ii) the current Group President of the Upjohn Business, Michael Goettler, who shall be Chief Executive Officer, (iii) the current President of

Mylan, Rajiv Malik, who shall be President, and (iv) a person selected jointly by Mylan and Pfizer following a search initiated by Mylan, who shall be Chief Financial Officer. In addition, it is expected that other key senior leaders of Mylan will serve in the same capacity for Newco. This is a strong indication that Mylan is the accounting acquirer.

ASC 805-10-55-12(e) states, in part:

The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities.

Since a relative fair value was used to determine the ownership split between Pfizer stockholders and Mylan shareholders, this criteria does not indicate either party is the accounting acquirer.

ASC 805-10-55-13 states:

The acquirer usually is the combining entity whose relative size

(measured in, for example, assets, revenues, or earnings), is significantly larger than that of the other combining entity or entities.

The following summarizes the total assets, total revenue, total revenue (adjusted for Lyrica loss of exclusivity (“LOE”)), operating income, EBITDA, Adjusted EBITDA and operating cash flow of Mylan and the Upjohn Business, in each case as of and for the year ended December 31, 2018. As disclosed in the Registration Statement, revenue from Lyrica sales in the United States was approximately $3.6 billion, representing 29% of the Upjohn Business’s worldwide revenues, as of and for the year ended December 31, 2018. In June 2019, Lyrica’s pediatric exclusivity in the United States expired, and multi-source generic competition commenced in the United States on July 19, 2019. The amount indicated for revenue, adjusted for Lyrica LOE in the table below, represents an estimated full year impact of the Lyrica LOE on total revenues for the

Upjohn Business as of and for the year ended December 31, 2018.

in billions

Mylan

The Upjohn Business

Assets

$

32.7

$17.0

Revenue

11.4

$12.4

Revenue, adjusted for Lyrica LOE

$8.8

Operating Income

0.91

$7.3

EBITDA

3.0

$7.7 (estimated 4.5 after Lyrica LOE)

Adjusted EBITDA

3.6

$7.9 (estimated 4.5 after Lyrica LOE)

Operating Cash Flow

2.3

$5.7

Based on this summary, neither entity is significantly larger than the other entity. Accordingly, the relative size of the entities does not indicate either party is the accounting acquirer.

ASC 805-10-11-14 states:

In a business combination involving more than two entities, determining the acquirer shall include a consideration of, among other things, which of the combining entities initiated the combination, as well as the relative size of the combining entities, as discussed in the preceding paragraph.

The chronology of discussions between Mylan and Pfizer is outlined in the section titled “Background of the

Combination” of Amendment No. 1. As noted in this section, Mylan and Pfizer continually review their respective company’s results operations and competitive positions in the industries in which they operate as well as strategic alternatives. In connection with these reviews, each of Mylan and Pfizer from time to time evaluates potential transactions that would further its strategic objectives, including opportunities that would enhance shareholder value. As part of this evaluation of potential transactions, representatives of Pfizer and representatives of Mylan have from time to time engaged in discussions regarding existing commercial arrangements between Pfizer and Mylan, but not relating to a potential transaction involving Mylan and the Upjohn Business, and none of these discussions progressed beyond preliminary stages. Although Pfizer reached out to Mylan most recently, the continuous discussions between Mylan and Pfizer, consistent with each party’s evaluation of strategic alternatives regarding Mylan and the Upjohn Business, respectively, as described in the section entitled “Background of the Combination”, indicate that this criteria does not indicate either party is the accounting acquirer.

ASC 805-10-55-15 states:

A new entity formed to effect a business combination is not necessarily the acquirer. If a new entity is formed to issue equity interests to effect a business combination, one of the combining entities that existed before the business combination shall be identified as the acquirer by applying the guidance in paragraphs 805-10-55-10 through 55-14. In contrast, a new entity that transfers cash or other assets or incurs liabilities as consideration may be the acquirer.

Since Newco was created to effect the Combination, the Company believes this criteria allows it to identify one of the combining entities, which is Mylan in this case, to be the accounting acquirer.

The following table summarizes the conclusion for each criteria in determining that Mylan is the accounting acquirer.

Criteria

Upjohn

Neutral

805-10-55-11

- transfer of assets

N/A

805-10-55-12 introduction

X

805-10-55-12a

- ownership

805-10-55-12b

– significant shareholders

805-10-55-12c

- board

805-10-55-12d

- management

805-10-55-12e

- premium

805-10-55-13

- size

805-10-55-14

- transaction initiation

805-10-55-15

- NEWCO impact

Response to bullets 2: In response to the Staff’s comment, the Company respectfully refers the Staff to paragraph 1 of ASC 805-40-45, which provides that the “condensed consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree”. In this case, the accounting acquiree is Newco and the accounting acquirer is Mylan. In the case of this reverse merger, because the conversion ratio is 1:1 for Mylan’s ordinary shares, the capital structure of the accounting acquirer remains the same as it was pre-merger and the Company believes that its compliance is in accordance with ASC 805-40-45.

Response to bullet 3: In accordance with the

Staff’s comment, footnote 7d included within the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been revised to expand the tabular disclosures of the calculation related to the share exchange.

Response to bullet 4 and 5: In accordance with the Staff’s comment, the disclosure included within the section entitled “The

Transactions—Accounting Treatment” and the introductory section for the section entitled “Unaudited Pro Forma Condensed Combined Financial Information of Mylan and the Upjohn Business” on pages 132 and 264, respectively, of

Amendment No. 1 has been revised to address (i) the impact of a distribution of shares to Pfizer stockholders through a split-off as well as a spin-off and

(ii) the potential impacts of the Combination being consummated through the Alternative Transaction Structure.

Read in the reply ↗

Please revise to more clearly describe the business purpose of transactions included in the caption, “net transfers to Pfizer”, and provide a breakdown quantifying and describing material components of this caption for each period presented, including the impact of your adoptions of new accounting guidance as referred to in Note (a). Exhibits

In response to the Staff’s comment, the Company has revised the disclosures in

Amendment No. 1 to the Registration Statement on Form S-4 to provide the requested information, as follows: (i) revised the Condensed Combined Statements of Equity footnotes on page F-6 to add a cross reference to the accompanying Note 15. Related Party Transactions and add a quantification of the net impact of adopting new accounting guidance at the beginning of 2018 ($3 million net decrease); (ii) revised Note 15.

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Related Party Transactions on page F-38 to add a new subsection titled Net Transfers – Pfizer where we included the requested information for the nine month interim periods; and (iii) revised the disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Upjohn Business – Analysis of the Combined Balance Sheets” on page 251 to add the requested information for all financial statement periods included in Amendment No. 1, which include the years ended December 31, 2018, 2017 and 2016.

Read in the reply ↗

With reference to page 141, please file the bridge loan facility as an exhibit.

In response to the Staff´s comment, the Company will file the Bridge Loan Facility Commitment Letter as

Exhibit 10.1. Read in the reply ↗

According to your disclosure, you omitted schedules from exhibits 2.1 and 2.2. Please file a list briefly identifying the contents of all omitted schedules or similar supplements as required by Item 601(b)(2) of Regulation S-K.

In response to the Staff´s comment, the Company has revised the disclosures on page A-101 of Amendment No. 1 and page B-62 of Amendment No. 1. Read in the reply ↗

We note your disclosures on pages 277-284 comparing of the existing rights of Mylan shareholders against the prospective rights of NewCo stockholders. For each provision highlighted in this section, please provide us an analysis explaining why Mylan is not presenting the applicable NewCo provision as a separate proposal to its shareholders.

Rest of the question

For example, and without limitation, we note that the reverse merger transaction would: change voting thresholds necessary to amend governing documents; alter the board structure; adopt a stockholder rights plan; indemnify directors and officers; and change the forum where claims may be brought. For guidance, please refer to Rule 14a-4(a)(3) and Compliance and Disclosure Interpretations Regarding Unbundling under Rule 14a-4(a)(3) in the M&A Context (Updated October 27, 2015).

The Company and Mylan acknowledge the Staff’s comments and have reviewed Exchange Act Rule 14a-4(a)(3) and the Staff’s guidance relating thereto, including Compliance and Disclosure Interpretation Section 201 (the “2015 C&DI”), regarding the “unbundling” of separate matters that are submitted to a shareholder vote under Rule 14a-4(a)(3).

In response to the Staff’s comments, Mylan has included the Governance Proposal on page 301 of Amendment No. 1 as a separate non-binding, advisory proposal subject to a Mylan shareholder vote.

Rest of the answer

The advisory

Governance Proposal provides Mylan shareholders with the opportunity to vote on the following features of Newco’s governance relating to the rights of Newco stockholders (each as described in the section of Amendment No. 1 entitled “Comparison of the Rights of Mylan Shareholders and Newco

Stockholders”): “Number, Term and Classification of the Board of Directors”, “Nomination of Directors”, “Removal of Directors”, “Special Shareholder/Stockholder Meeting” and “Advance Notice

Procedures for a Shareholder/Stockholder Proposal”.

For the reasons set forth below, with respect to the additional Newco governance features described in the section “Comparison of the Rights of Mylan Shareholders and Newco Stockholders” that are not subject to the Governance Proposal (the “Additional Governance Provisions”), the Company and Mylan respectfully submit that none of the Additional Governance Provisions is required to be subject to a separate shareholder vote pursuant to Rule 14a-4(a)(3).

The Company and Mylan understand that the 2015 C&DI is intended to prevent companies, in connection with a merger or acquisition transaction, from imposing restrictions on stockholders that are materially less favorable than those in place immediately prior to the transaction. For the reasons set forth below, the Company and Mylan respectfully submit that in respect of each of the Additional Governance Provisions, the rights of Newco stockholders following the closing of the transactions will be more favorable than or not materially different to the rights of Mylan shareholders.

Therefore, although adoption of the Additional Governance Provisions may be deemed to represent “material” changes to the rights of

Mylan shareholders, because such changes are overall comparatively favorable to Mylan shareholders in the exercise of their prospective rights as Newco stockholders, Mylan believes the Additional Governance Provisions are, for purposes of Rule 14a-4(a)(3) and the 2015 C&DI, “immaterial” to Mylan shareholders.

In addition, given that the Additional Governance Provisions (a) overall allocate more rights to Mylan shareholders in the exercise of their prospective rights as Newco stockholders and (b) are both in line with applicable Delaware law and consistent with market practice for public Delaware corporations, Mylan does not know of, nor has any reason to believe that, any Mylan shareholders could reasonably be expected to wish to express a view separate from their views on the approval of the Proposals.

The Company and Mylan respectfully submit below an explanation for each Additional Governance Provision:

With respect to the Newco stockholder rights described in “Amendment of Governing Documents”, Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because such rights are more favorable to Newco stockholders than Mylan shareholders in that there is no supermajority requirement for any amendment to Newco’s governing documents and Mylan shareholders can amend the Newco Bylaws without approval of the Newco Board. In contrast, pursuant to the Mylan Articles, resolutions of the Mylan General Meeting to amend certain enumerated provisions of the Mylan Articles may only be adopted by the Mylan General Meeting with a majority of at least 75 percent of the votes cast, representing more than half of the issued share capital.

With respect to the Newco stockholder rights described in “Preferred Stock” and “Stockholder

Rights Plan”, Mylan believes that separate shareholder votes pursuant to Rule 14a-4(a)(3) are not required for the following reasons: first, the Foundation structure is a function of Dutch law and is not a feature of Delaware law and therefore, elimination of the Foundation structure is necessary; second, the ability of a board to issue preferred stock and to adopt a stockholder rights plan are well-recognized features of Delaware law; and third, such rights are more favorable to Newco stockholders than the Foundation is to Mylan shareholders because Mylan shareholders currently have no legal authority to affect the governance of the Foundation, whereas Newco stockholders can affect the composition of the Newco Board, which has the authority to issue preferred shares and to adopt a stockholder rights plan.

With respect to the Newco stockholder rights described in “Vacancies on the Board of Directors”, Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because there is not a substantive change in shareholder rights in that in the event of a vacancy, only the remaining directors may appoint the replacement director under both the Mylan and Newco governance frameworks.

With respect to the Newco stockholder rights described in “Notice of Shareholder/Stockholder Meeting”,

Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because shareholder rights are not substantively affected by the change in the meeting notice period. Furthermore, the Newco stockholder meeting notice window of not less than 10 and not more than 60 days prior to a meeting is set forth in the DGCL.

With respect to the Newco stockholder rights described in “Action by Written Consent”, Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because there is not a substantive change in shareholder rights in that unanimous written consent of shareholders and stockholders is required under both the Mylan and Newco governance frameworks, respectively.

With respect to the Newco stockholder rights described in “Dividends”, Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because: (a) there is not a substantive change in shareholder rights in that each of the Mylan Board and Newco Board has authority to declare a dividend under both the Mylan and Newco governance frameworks, respectively, and (b) the relevant Newco provisions are consistent with the requirements and default law of the DGCL, which provides that the power and authority to declare dividends resides with the board of directors.

With respect to the Newco stockholder rights described in “State Antitakeover Statute”, Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because: (a) there is not a substantive change in shareholder rights because the Mylan Articles requires a supermajority vote to approve, under certain circumstances, transactions with certain interested stockholders and (b) such rights are substantially consistent with the requirements of Section 203 of the DGCL.

With respect to the Newco stockholder rights described in “Limitation on Liability and

Indemnification”, Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because: (a) Mylan shareholder rights are not substantively affected by the governance changes, which primarily concern director rights, (b) the limitation on liability and indemnification features of Mylan and Newco are substantively consistent with one another and (c) the governance changes are consistent with the default law of the DGCL.

With respect to the Newco stockholder rights described in “Exclusive Forum”, Mylan believes that a separate shareholder vote pursuant to Rule 14a-4(a)(3) is not required because the exclusive forum for certain shareholder claims, in the case of shareholders of Mylan (a company organized in the Netherlands), are Dutch courts and, in the case of stockholders of Newco (a company organized in Delaware), are Delaware courts. The change from the Netherlands to Delaware being the exclusive forum for certain shareholder claims is both (a) necessary due to the change in the jurisdiction of organization of the respective registrants and (b) consistent in that Mylan shareholders and Newco stockholders each are being directed to bring such claims in the forum that is the expert with respect to the applicable company law.

Read in the reply ↗

We note that “Proposal 1: Approval of the Combination Proposal” contains five separate resolutions. Please provide us an analysis explaining why Mylan does not present the fourth resolution concerning approval of the “Alternative Transaction Structure” as a separate voting matter.

Rest of the question

In this regard, the disclosure on page 138 and 145 suggests that Mylan shareholders could receive materially less merger consideration in the form of NewCo stock in the event that the merger parties were to utilize this “Alternative Transaction Structure” as opposed to the preferred “Mylan Newco Liquidation Distribution” structure.

In response to the Staff’s comment, Mylan notes that it does not anticipate Mylan shareholders would receive less merger consideration if the Combination were to involve the Alternative Transaction rather than the Mylan Merger even if the Dutch dividend withholding tax were to apply. As noted in the response to the Staff’s comment #1 above, if the Dutch dividend withholding tax were to apply to the Combination, then the Dutch dividend withholding tax would apply to both the Mylan Liquidation Distribution (in the case where the Combination involves the Mylan Merger) and the Mylan Newco

Rest of the answer

Liquidation Distribution (in the case where the Combination involves the Alternative Transaction Structure). Therefore, if the Dutch dividend withholding tax is applicable, then both structures for the

Combination would result in the exchange agent in the Combination selling, in one or more transactions for the benefit of holders of Mylan Newco or Mylan shareholders, as applicable, such number of shares of Newco common stock to which such holder would otherwise be entitled as is necessary to obtain net cash proceeds to pay the Dutch dividend withholding tax due. Consequently, in either scenario, the relevant Mylan shareholder would receive fewer shares of Newco common stock than such holder would otherwise receive in the Combination.

Furthermore, as noted in the response to the Staff’s comment #3 above, the Company and

Mylan are aware of the possibility that U.K. stamp duty could become payable in connection with the Combination if the Alternative Transaction structure were utilized. Nonetheless, any such U.K. stamp duty would ultimately be a transaction-related liability that would be borne by all Newco stockholders (which would include both Pfizer stockholders and former Mylan shareholders) rather than solely by Mylan shareholders.

Based on the foregoing, Mylan respectfully advise the Staff that it does not expect Mylan shareholders could receive materially less merger consideration if the parties were to utilize the Alternative Transaction Structure rather than the Mylan Merger. Since Mylan shareholders will receive essentially the same consideration regardless of structure, shareholders are effectively voting to approve the Combination and, accordingly, Mylan does not believe it is necessary to present the approval of the Alternative Transaction Structure as a separate voting matter for Mylan shareholders.

Read in the reply ↗

We note your revised disclosures in response to prior comments 5 and 7. Please further revise the final paragraph on page 97 to describe the June 14 discussions/negotiations concerning the relative equity split and the payment of cash to Pfizer.

Rest of the question

In this regard, it should be clear which party made the initial proposal and whether that initial proposal differed materially from the 59% to 41% split and $12 billion cash payment amount that the parties agreed would serve as the basis to continue negotiations.

In response to the Staff’s comment, the Company has revised the disclosures on pages 98 and 99 of Amendment

No. 2. Read in the reply ↗

We note your revised disclosures in response to prior comment 9. Please revise the disclosures in this section to quantify the magnitude of the pre-Distribution liabilities related to the Upjohn business.

In response to the Staff’s comment, the Company has revised the disclosures on pages 100 and 104 of

Amendment No. 2. Read in the reply ↗

Please revise to detail the negotiations concerning the decision to implement a classified board structure.

In response to the Staff’s comment, the Company has revised the disclosures on pages 99 and 100 of Amendment No. 2. Read in the reply ↗

Based on your revised disclosures, we note that the parties and their representatives extensively negotiated the scope of exclusions to the material adverse effect definition. Discuss briefly why the scope of the exclusions was important to both parties and clarify how Pfizer’s set of exclusions was broader than Mylan’s narrower set.

In response to the Staff’s comment, the Company has revised the disclosures on pages 101 and 104 of Amendment No. 2.

As stated in the revised disclosures, the scope of exclusions was important for each party because the parties’ respective obligations to complete the transaction is conditioned on the accuracy of the other party’s representations and warranties generally tested using a “material adverse effect” standard.

Rest of the answer

The Company respectfully notes for the Staff that a relatively broader scope of exclusions would mean that the definition of “material adverse effect” (and the events that constitute a “material adverse effect”) is relatively narrower, and therefore that there could be a greater likelihood such condition to completion of the transaction would be satisfied. By comparison, a relatively narrower scope of exclusions would mean that the definition of “material adverse effect” (and the events that constitute a “material adverse effect”) is relatively broader, and therefore that there could be a lower likelihood such condition to completion of the transaction would be satisfied.

Read in the reply ↗

Please revise the chronology on page 102 to clarify (i) when the parties agreed that the combined company would assume specified pre-Distribution liabilities of the Upjohn business and (ii) whether Mylan’s financial advisors considered these liabilities in rendering their fairness opinions.

In response to the Staff’s comment, the Company has revised the disclosures on pages 103 and 104 of Amendment No. 2. Read in the reply ↗

We note your response to prior comment 13. Please provide us the materials from the June 13 session.

The Company has been advised that Centerview and PJT Partners will provide directly to the Staff under separate cover on a confidential and supplemental basis pursuant to Rule 418 of the Securities Act, and Rule 12b-4 under the Exchange Act, the materials prepared jointly by Centerview and

PJT Partners and presented to the Mylan Strategic Review Committee on June 13, 2019. In accordance with such rules, such materials are being provided together with a request that these materials be returned promptly following completion of the

Staff’s review thereof.

Rest of the answer

Such materials are not, and will not be, filed with or deemed to be part of Amendment No. 2. In connection therewith, a request has been made by Centerview and PJT Partners for confidential treatment of these materials pursuant to the provisions of 17 C.F.R. §200.83 by separate letter.

A copy of the written opinion of each of Centerview and PJT Partners, each dated

July 26, 2019, is attached as Annex C and Annex D, respectively, to Amendment No. 2.

Read in the reply ↗

We note your response to prior comment 22 and your disclosure on page 301, and elsewhere, concerning "Proposal 3: Adoption of the Advisory Governance Proposal." With reference to Rule 14a-4(a)(3), please present the following four governance matters as separate proposals: (i) director terms (ii) stockholder removal of directors, (iii) the right of stockholders to nominate directors and make other stockholder

Rest of the question

proposals at stockholder meetings and (iv) the right of stockholders to call special meetings of stockholders.

In response to the Staff’s comments, the disclosures on pages 304 through 306 of

Amendment No. 2 have been revised in order to separate the “Governance Proposal” previously set forth in the Registration Statement into the following two non-binding advisory proposals:

(i) the “Proposal Regarding Procedures for Determining Board Composition” (the “Board Composition Proposal”), which presents for a Mylan shareholder vote changes between Mylan’s and Newco’s governance related to the right of stockholders to nominate directors and make other stockholder proposals, director terms and the right of

Rest of the answer

stockholders to remove directors and (ii) the “Stockholder Special Meetings Proposal”, which presents for a Mylan shareholder vote changes between Mylan’s and Newco’s governance related to the right of stockholders to call special meetings of stockholders.

The Company and Mylan respectfully submit that (i) the three items set forth in the Board Composition Proposal should not be further separated because such items are so “inextricably intertwined” as to constitute a single matter and (ii) the implementation for Newco of a transitional classified board does not represent a material change in the allocation of rights between Newco stockholder and Newco in the context of Rule 14a-4(a)(3) which is required to be separated from the proposal’s sole material change pertaining to the right of stockholder to nominate directors.

Each of the three items set forth in the Board Composition Proposal is fundamental to the expansion in the power of Newco stockholders to influence the composition of the Newco Board, as compared to the power of Mylan shareholders to influence the composition of the Mylan Board. Specifically, the change from Mylan’s binding director nomination procedure for determining the composition of the Mylan Board, which largely limits the right of shareholders to nominate directors, to Newco’s procedure where Newco stockholders will have the right to annually nominate Newco’s directors, subject to the limitations of a classified board for a three year transition period, is one of the cornerstones of a single fundamental decision regarding the extent and manner in which this stockholder governance power is expanded. Similarly, the change from

Mylan’s limitation on the right of shareholders to remove Mylan directors without cause, in the form of a supermajority voting requirement, to a regime where Newco stockholders will have the power to remove directors without cause (except during the three year transition period while the Newco Board is classified), also is a cornerstone of the stockholder franchise to influence board composition. Without the limitation on the right of

Mylan shareholders to remove Mylan directors without cause, Mylan’s binding director nomination procedure would be nearly meaningless, and elimination of Mylan’s binding director nomination procedure and then of Newco’s transitional classified board necessitates elimination of the related limitations on removal of directors without cause. In fact, under the Delaware General Corporation Law, binding director nominations are not permitted, and a classified board and the removal of directors without cause are so closely intertwined that whether or not directors may be removed without cause is expressly tied to whether or not the corporation’s board is classified. In addition, the implementation for Newco of a transitional classified board that sunsets after three years does not materially change the governance applicable to Director terms, as Mylan could have similarly classified its Board for a three year period since Dutch law and the Dutch Corporate

Governance Code permit Mylan to adopt for each Director a term of up to four years at the time of his or her appointment.

Read in the reply ↗

We note your revised disclosure on page 100 in response to prior comment 2. Please further revise the disclosure on page 100 to present a numerical value.

In response to the Staff’s comment, the Company has revised the disclosures on pages 100 and 101 in Amendment No. 3. As set forth on page 101 of Amendment No. 3, the Pre-Distribution Upjohn Liabilities as of September 29, 2019 reflected on the Upjohn Business’s financial statements were $3,978 million, excluding the total Pre-Distribution Tax Liabilities of $5,090 million as of such date, which Pfizer agreed to retain at the outset of the negotiations. Read in the reply ↗

With reference to prior comment 5, please revise the disclosure on page 104 and elsewhere in the Background section, as applicable, to clarify when the parties agreed that Pfizer would retain the pre-Distribution taxes attributable to the Upjohn business.

Rest of the question

In this regard, the disclosure on page 104 suggests that Newco would assume the $4.9 billion in tax payments attributable to Upjohn (as reflected in the pro forma presentation on page 270). To the extent that the parties agreed prior to July 26-28 that Pfizer would retain these tax obligations, please revise the July 26-28 entry to quantify the magnitude of the pre-Distribution liabilities related to the Upjohn Business that were at issue during the final three days of negotiation. Also, revise the disclosure on page 103 to clarify whether Mylan’s financial advisors in rendering the joint opinion assumed that Pfizer would retain the pre-Distribution taxes attributable to the Upjohn business and Newco would assume the other pre-Distribution liabilities related to the Upjohn Business (exclusive of the contingent liabilities referenced on page 103).

In response to the Staff’s comment, the Company has revised the disclosures on pages 100, 101, 102, 103 and 105 of Amendment No. 3. As set forth on pages 100 and 101, the initial draft of the Tax Matters Agreement set forth the parties’ agreement in principle that

Pfizer would generally be responsible for tax liabilities attributable to periods on or prior to the date of the Distribution, and that Pfizer would generally retain the tax benefits attributable to the Upjohn Business attributable to periods on or prior to the date of the Distribution.

As set forth on page 102 and 103, on July

Rest of the answer

15, 2019, the parties discussed an approach whereby

Newco would assume all Pre-Distribution Upjohn Liabilities, other than the Pre-Distribution Tax Liabilities and certain specified antitrust matters related to the Upjohn products.

Accordingly, as set forth on page 103 and 105, the focus of the parties’ discussion regarding Pre-Distribution Upjohn Liabilities was the scope of the antitrust litigations and investigations related to the Upjohn Business that would be retained by Pfizer. As set forth on page 105, the parties resolved that Pfizer would retain antitrust litigations or investigations relating to the

Greenstone generics business to the extent arising from conduct during the period prior to the Distribution and certain specified antitrust litigations or investigations relating to the Upjohn Business set forth on a schedule, and that, as of

September 29, 2019, Pfizer had accrued approximately $66 million in connection with these antitrust litigation or investigation matters.

Read in the reply ↗

With reference to your disclosures on pages 126 and 127, please provide us an analysis explaining why the $10 million award is not presented as Golden Parachute Compensation pursuant to Regulation S-K, Item 402(t). Also, revise the Background of the Combination section to include the discussions/negotiations concerning Mr. Coury's future compensation with Newco.

In response to the

Staff’s comment, the Company has revised the disclosures on pages 96, 100, 103 and 104 of Amendment No. 3.

With respect to the

Staff’s comment regarding an analysis of the Golden Parachute Compensation pursuant to Item 402(t) of Regulation S-K, the Company and Mylan respectfully advise the Staff that Item 402(t) of Regulation S-K requires disclosure and quantification of compensation that is based on or otherwise relates to an applicable transaction with any “named executive officer” of the target or acquiring company.

Rest of the answer

Pursuant to Instruction 1 of Item 402(t) of Regulation S-K, the relevant group of named executive officers for this purpose are those individuals that appeared as named executive officers in the issuer’s last filing that contained information required by Item 402(c) of Regulation S-K. The last filing of Mylan that included this information was the 2019 Proxy Statement for the 2019 Annual General Meeting.

Mr. Coury ceased serving as an executive officer and employee of Mylan on June 24, 2016. Since that time, he has served as non-executive Chairman of the Mylan Board and remains non-executive Chairman today. As a result, Mr. Coury did not qualify as a named executive officer for fiscal year

2017 (as reported in the 2018 Proxy Statement for the 2018 Annual General Meeting) or fiscal year 2018 (as reported in the 2019 Proxy Statement for the 2019 Annual Meeting). Mr. Coury will also not qualify as a named executive officer for any

Item 402(c) disclosures in any filings for fiscal year 2019 (such as a 2020 Form 10-K or 2020 Proxy Statement for a 2020 Annual General Meeting, if applicable). As a result of not being a named executive officer, Mr. Coury is not an individual covered by the requirements of Item 402(t) of Regulation S-K. The Golden Parachute Compensation disclosure has been provided with respect to Mylan’s five named executive officers included in the 2019 Proxy Statement for the 2019 Annual General Meeting (Ms. Bresch and Messrs. Parks, Malik, Mauro and Gallagher), as required by Item 402(t) of Regulation S-K.

In addition, as noted in the disclosures on pages 126 and 127 of Amendment No. 2 to the Registration Statement, the potential arrangements for Mr. Coury were not adopted and are not currently in effect, as the Mylan Board determined to defer further consideration of the employment agreement to the Compensation Committee and independent directors of the Newco Board.

Therefore, any final compensation terms for Mr. Coury’s service as Executive Chairman will be determined by the Compensation Committee and independent directors of the Newco Board following the closing.

Read in the reply ↗

Pursuant to Section 12(g)(1) of the Exchange Act, the Form 10 becomes effective automatically 60 days after the initial filing date. At that time, you will be subject to the reporting requirements of the Exchange Act. In addition, we will continue to review your filing until all of our comments have been addressed.

Rest of the question

If the review process has not been completed before the effectiveness date you should consider withdrawing the Form 10 registration statement to prevent it from becoming effective and, as applicable, file a new Form 10 registration at such time as you are able to respond to any remaining issues or comments.

No reply letter found.

Please amend the Form 10 registration statement, as applicable, to address any relevant comments issued to you concerning your Form S-4 filed on October 25, 2019. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

No reply letter found.