Pfizer (PFE) 8-KOther Events

BACKGROUND

DEFINITIONS

DOCUMENTSEXAMINEDANDENQUIRIESMADE

ASSUMPTIONSANDQUALIFICATIONS

OPINION

Status of Company: the Company has been duly incorporated as a private company limited by shares under the laws of Singapore;

Power and authority: the Company has the requisite corporate capacity to enter into the Note Certificates; and

Execution: the execution of the Note Certificates and the performance of the Company’s obligations thereunder have been duly authorized by all necessary corporate action on the part of the Company and each Note Certificate has been duly executed by the Company.

SCOPEOFOPINION

it should be understood that we have not been responsible for investigating or verifying the accuracy or completeness of the facts, statements of foreign law, or the reasonableness of any statement of opinion or intention, contained in or relevant to the Transaction Agreements, or that no material facts have been omitted therefrom. Except for the documents listed in Schedule 1, we have not examined any contracts or other documents entered into by or affecting the Company or any corporate records of the Company. We have also not made any other enquiries or searches concerning the Company (whether within our law corporation or otherwise) except as mentioned in Schedule 2;

we have not considered the particular circumstances of any party (save for the Company to the extent expressly stated in this letter) nor the effect of any such particular circumstances on the Transaction Agreements or the effect of the transaction contemplated by any document referred to herein on any such particular circumstances and we express no opinion as to the correctness of any factual matters, or, any representation or warranty given by the Company (expressly or impliedly) under or by virtue of the Transaction Agreements, save if and insofar as the matters warranted are the subject matter of specific opinions in this letter; and

we have not been involved in the detailed preparation of the Transaction Agreements and have reviewed such documents only for the limited purpose of giving this opinion in relation to the Company. Accordingly, we express no view as to the suitability of the Transaction Agreements or of its provisions or its general compliance with market practice or any commercial aspects of such documents.

BENEFITOFOPINION

CONSENT

a copy of the Registration Statement;

executed copies of the global certificates in respect of each of the:

$3,000,000,000 aggregate principal amount of 4.650% Notes due 2025;

$3,000,000,000 aggregate principal amount of 4.450% Notes due 2026;

$4,000,000,000 aggregate principal amount of 4.450% Notes due 2028;

$3,000,000,000 aggregate principal amount of 4.650% Notes due 2030;

$5,000,000,000 aggregate principal amount of 4.750% Notes due 2033;

$3,000,000,000 aggregate principal amount of 5.110% Notes due 2043;

$6,000,000,000 aggregate principal amount of 5.300% Notes due 2053; and

$4,000,000,000 aggregate principal amount of 5.340% Notes due 2063,

a copy of the director’s certificate signed by a director of the Company dated 19 May 2023 (Director’s Certificate), together with the following documents attached thereto:

the Certificate of Incorporation of the Company;

the Constitution of the Company; and

the directors’ resolutions in writing of the Company dated 15 May 2023 (Resolutions).

a Bizfile instant information search against the name “Pfizer Investment Enterprises Pte. Ltd.” via the electronic search service on 19 May 2023; and

electronic company winding up and composite litigation searches against the Company based on the databases of the Singapore Supreme Court and the State Court registries for the period from 1 January 2023 to 19 May 2023 on 19 May 2023.

the genuineness of all signatures and seals on, and the authenticity and completeness of, all documents submitted to us whether as originals or copies and that no amendments or variations have been made to such documents and, in the case of any document which is a deed, that the signatures and seals pertaining to such deed were made or affixed on a single, complete, physical version of that deed which has remained intact since those signatures or seals were made or affixed;

the conformity to originals of all documents supplied to us as copies, electronic copies (including PDFs) or facsimile copies;

that, where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;

that each party to the Transaction Agreements (other than the Company) has been duly incorporated in its jurisdiction of incorporation;

that the Company has not breached and is not in breach of, and following the execution of the Note Certificates, will not as a consequence thereof be in breach of its Constitution or any of its other obligations;

that no steps have been taken for the striking off winding-up, liquidation, receivership, judicial management or analogous circumstances of the Company;

that the Constitution referred to in paragraph (c)(ii) of Schedule 1 is a true, complete and up-to-date copy of the Constitution of the Company as in force as at the date hereof;

that each of the names of the authorised signatories as set out in the Director’s Certificate is a duly appointed director and/or authorized signatories of the Company and the persons who executed the Note Certificates on behalf of the Company are the people authorised to do so by the Resolutions;

the Resolutions were duly passed at properly convened meetings of the directors of the Company and have not been amended, modified or revoked and are in full force and effect and such minutes are true, complete and correct records of the proceedings described therein;

each of the directors of the Company having any interest in the transactions contemplated by the Registration Statement or the Note Certificates has duly disclosed his interest therein and was entitled to be counted in the quorum for such meeting and to vote on the resolutions proposed thereat;

the capacity, power and authority of each of the parties (other than the Company) to execute the Note Certificates to which it is a party and the due, proper and effective execution and unconditional delivery of the Note Certificates by such parties;

the capacity, power and authority of each of the parties (other than the Company) to exercise its rights and perform its obligations under the Note Certificates to which it is a party;

that all consents, licences, permits, approvals, authorizations, exemptions or orders necessary under any applicable laws whether in or outside Singapore and all other requirements whether in or outside Singapore for the execution, delivery and performance of the Note Certificates by

that all registration, recording, lodging or filing requirements of any governmental or other authority or agency for the legality, validity and enforceability of the Note Certificates have been fulfilled;

with respect to any Debt Securities, that:

the Registration Statement in the form examined by us, and any amendments thereto, will have become effective (and will remain effective) at the time of issuance of any Debt Securities in connection therewith;

the Prospectus Supplement, which will describe each class or series of Debt Securities offered in connection with the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Commission, has been timely filed with the Commission;

each Transaction Agreement relating to such Debt Securities shall have been duly authorized pursuant to, and executed and delivered on behalf of the Company in accordance with, the terms and subject to the conditions set out in relevant resolutions duly passed by the directors of the Company and, where applicable, resolutions duly passed by the shareholders of the Company;

if the issuance of any Debt Securities constitutes financial assistance for the purposes of Section 76 of the Companies Act 1967, all required approvals from the directors and/or the shareholders of the Company for such financial assistance have been obtained in accordance with Section 76 of the Companies Act 1967;

the definitive terms of each class or series of Debt Securities shall have been or will be established in accordance with resolutions duly passed by the directors of the Company and, where applicable, resolutions duly adopted by the shareholders of the Company, and in accordance with the provisions of the relevant Transaction Agreement under which the Debt Securities are created, issued and delivered;

such Debt Securities (including any Debt Security issuable upon conversion, exchange or exercise of any other Debt Security) shall have been duly authorised, executed, authenticated (where applicable), issued and delivered in accordance with the terms and subject to the conditions set out in relevant resolutions duly passed by the directors of the Company and, where applicable, resolutions duly passed by the shareholders of the Company, the Registration Statement, the Constitution and the provisions of the relevant Transaction Agreement under which the Debt Securities are created, issued and delivered;

such Debt Securities, and each Transaction Agreement relating to such Debt Securities, as executed and delivered, do not or will not, at the relevant time, violate any law applicable to the Company or result in a default under or breach of any agreement or instrument binding upon the Company; and

such Debt Securities, as executed and delivered, comply with all requirements and restrictions, if any, applicable to the Company, in any case whether imposed by any court or governmental or regulatory body having jurisdiction over the Company;

that none of the Debt Securities has been or will be offered for subscription in Singapore and no invitation to subscribe for or purchase any of the Debt Securities shall be issued, circulated or distributed in Singapore unless all relevant laws in Singapore (including but not limited to the provisions of the Securities and Futures Act 2001 of Singapore (SFA)) have been complied with and such offer or (as the case may be) invitation will not be in breach of any rules, regulations or directives issued by any regulatory body or agency or supervisory authority in Singapore;

that any offer and sale of any Debt Securities in Singapore will be made only in accordance with the applicable provisions of the SFA (i) to an institutional investor under Section 274 of the SFA; (ii) to a relevant person (as defined in Section 275(2) of the SFA), or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA;

we express no opinion on disclosure or other applicable requirements in the context of an offer of securities under Singapore law;

that, where the Note Certificates were executed outside Singapore, formalities for such execution required by the laws of the place of execution have been complied with;

that the Note Certificates constitutes legal, valid and binding obligations of each of the parties thereto enforceable under all applicable laws;

that all documents relevant to this transaction other than the Note Certificates, as executed or to be executed by the respective parties thereto, constitute or (as the case may be) will constitute legal, valid, binding and enforceable obligations of all parties thereto under all applicable laws;

that the choice of New York law to govern each Note Certificate and the submission by the parties to each Note Certificates to the competent courts in New York with regard to any disputes under the Note Certificates, is valid and binding under the laws of any applicable jurisdiction and that such choice and submission would be recognised and given effect by the courts of any such jurisdiction and that such choice is bona fide and legal and there are no reasons for avoiding the choice on grounds of public policy;

that there are no provisions of law of any jurisdiction which will be contravened by the execution or delivery of the Note Certificates;

that each Note Certificate has been unconditionally delivered by the Company and is not subject to any escrow or other similar arrangement;

that each Note Certificate has been entered into for bona fide commercial reasons and on arms length terms by each of the parties thereto;

that the directors of the Company have acted and will act in good faith and in the best interests and to the benefit of the Company in approving the preparation, execution and filing of the Registration Statement with the Commission, the entry into each Note Certificate and the transactions contemplated thereby, and without intention to defraud any of the creditors of the Company;

that the directors of the Company in authorizing execution of the Note Certificates have exercised their powers in accordance with their duties under all applicable laws and the Constitution of the Company and that no regulation or resolution has been passed at any

that all parties have complied with all laws and regulations relating to their respective businesses which are relevant to the Note Certificates;

that in so far as any of the obligations under the Notes Certificates are to be performed in any jurisdiction outside Singapore, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

that no party is, or will be, engaging in misleading or unconscionable conduct or seeking to conduct any relevant transaction or associated activity in a manner or for a purpose not evident on the face of the Note Certificates which might render any of the Note Certificates or any relevant transaction or associated activity illegal, void or voidable;

that the information disclosed by our searches on the Company is accurate, complete and up-to-date in all respects and since the time of such searches to the date of this Opinion there has been no alteration to such information or to the state or condition of the Company and that such searches did not fail to disclose any information which had been submitted for filing or registration but was not disclosed or, as the case may be, did not appear on the public file at the time of the searches;

that all documents, forms and notices which should have been delivered to, filed and/or registered with ACRA on behalf of or relating to the Company have been so delivered, filed or registered within the time limits prescribed for such delivery, filing or registration;

that there is no prohibition or restriction, whether contractual or otherwise, binding on the Company which may in any way prohibit or restrict it from entering into and performing its obligations under the Note Certificates;

that the Company was solvent and able to pay its debts (including contingent and prospective liabilities) at the time of, and immediately after, the execution and delivery of the Note Certificates and that the Company will not be rendered insolvent or unable to pay its debts within the meaning of Section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) as a result of its execution and delivery of the Note Certificates or the transactions contemplated thereby, and further that;

the Company’s execution and delivery of the Notes Certificates or its performance of any of the transactions contemplated thereby will not constitute:

a transaction at an undervalue (within the meaning of Section 224 of the IRDA or any analogous provision);

an unfair preference (within the meaning of Section 225 of the IRDA or any analogous provision);

an extortionate transaction (within the meaning of Section 228 of the IRDA or any analogous provision);

a transaction at an undervalue (within the meaning of Section 438 of the IRDA or any analogous provision);

a breach of the anti-deprivation principle at common law; or

a breach of the rule in British Eagle International Airlines Limited v Compagnie National Air France [1975] 1 WLR 758;

the Notes Certificates or any transaction contemplated thereby will not be disclaimed by a liquidator under Section 230 of the IRDA or any analogous provision;

any exercise of rights under the Notes Certificates or any transaction contemplated thereby will not be affected by Section 440 of the IRDA;

that the Company has received valuable and valid consideration under the Notes Certificates;

that none of the parties to the Note Certificates and none of their assets, has any immunity from suit, execution, attachment prior to award or on award or any other proceedings or the enforcement of any judgement (whether on the grounds of sovereign immunity or otherwise) under the laws of any jurisdiction;

that the Note Certificates have not been varied, amended or modified in any way, whether by any other document, by parole agreement or by any course of conduct of the parties inconsistent with the terms of the Note Certificates, and that no party has waived, whether expressly or by implication, compliance by any other party of all or any part of its respective obligations under the Note Certificates;

the parties have complied (and will continue to comply) with all applicable anti-terrorism, anti-corruption and anti-money laundering laws and regulations, and that there is nothing in any transaction or associated activity connected with the Note Certificates that is inconsistent with all such laws and regulations;

that there has been no bad faith or fraud, coercion, duress or undue influence on the part of any of the parties to the Note Certificates and/or their respective directors, employees, agents and advisers;

the transactions contemplated under the Note Certificates have not been rescinded or terminated and the relevant parties thereto have not breached and are not in default of any provisions of the Note Certificates;

the correctness of all facts stated in each Note Certificate and the Registration Statement; and

there are no provisions of the laws of any jurisdiction outside Singapore which would have any implication for the opinions we express and, insofar as the laws of any jurisdiction outside Singapore may be relevant, such laws have been or will be complied with.

the term enforceable as used in this opinion means that the obligations assumed by the relevant party under the relevant document are of a type which the Singapore courts generally enforce. This opinion is not to be taken to imply that any obligation would necessarily be capable of enforcement in all circumstances in accordance with its terms. In particular:

a Singapore court will not necessarily grant any remedy the availability of which is subject to equitable considerations or which is otherwise in the discretion of the court. In particular, orders for specific performance and injunctions are, in general, discretionary remedies under Singapore law and specific performance is not available where damages are considered by the court to be an adequate alternative remedy;

claims may become barred under the Limitation Act 1959 or may be or become subject to the defence of set-off or to counterclaim;

enforcement of the obligations of the Company under the Note Certificates may be affected by bankruptcy, insolvency, liquidation, judicial management, reorganisation, reconstruction or similar laws generally relating to or affecting creditors’ rights;

where obligations are to be performed in a jurisdiction outside Singapore, they may not be enforceable in Singapore to the extent that performance would be illegal under the laws, or contrary to the exchange control regulations, of the other jurisdiction;

no opinion is expressed as to the enforceability of a waiver in the Note Certificates in which the Company purports to waive any and all of its defences or rights or terms;

the enforcement of obligations may be limited by the provisions of Singapore law applicable to agreements held to have been frustrated by events happening after their execution;

enforcement of obligations may be subject to the availability of defences such as, without limitation, fraud, misrepresentation, unforeseen circumstances, undue influence, duress, mistake and counter-claim, and failure to exercise any right may constitute a waiver thereof, notwithstanding any contrary provisions in the Note Certificates; and

where a judgment is obtained against a State, the State may, even where it has submitted to the jurisdiction of the Singapore courts in relation to the substantive dispute, be able to resist the enforcement of the judgment on grounds of State immunity;

The searches referred to in paragraph (a) of Schedule 2 may not contain accurate information with respect to a company as of the date of the Bizfile instant information search as Singapore company law allows for a statutorily prescribed period within which companies are to update such information with the Accounting and Corporate Regulatory Authority. In addition, the onus is on the company to update such information and a company may not have done so within the statutorily prescribed period;

The searches referred to in paragraph (b) of Schedule 2 are not capable of conclusively revealing whether or not:

a winding-up order has been made or a resolution passed for the winding up of a company; or

a judicial manager, receiver or liquidator has been appointed or a resolution passed for such appointment,

a certificate, determination, notification or opinion as to any matter provided for in the Note Certificates might be held by the Singapore courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error and will not necessarily prevent judicial enquiry into the merits of any claim by an aggrieved party;

a judgment debt may carry interest at a rate fixed by the court, notwithstanding any contractual stipulation to the contrary;

any term of an agreement may be varied orally by the parties notwithstanding any contrary provisions in the Note Certificates;

where, under the Note Certificates, any party is vested with a discretion or may determine a matter in its opinion, the laws of Singapore may require that such discretion is exercised reasonably, in good faith and for a proper purpose, or that such opinion is based upon reasonable grounds;

it is possible that a Singapore court would hold that a judgment on the Note Certificate, whether given in a Singapore court or elsewhere, would supersede such Note Certificates to all intents and purposes, so that any obligations which would, by their terms, survive such a judgment might not in fact be held to do so;

the effectiveness of provisions excusing a party from, or limiting a person’s liability in respect of, a liability or duty otherwise owed may be limited by law;

any provision in the Note Certificates purporting to sever any provision of the Note Certificates that is illegal, invalid or unenforceable in any jurisdiction without affecting or impairing the validity, legality or enforceability of the remaining provisions thereof, would be enforced only to the extent that a court determined that such illegal, invalid or unenforceable provision could be severed without impairing the interpretation and application of the remainder of the Note Certificates and a court would have discretion on whether to allow the severance of an invalid or unenforceable provision in a Note Certificate;

any clause in the Note Certificates providing for legality, validity or enforceability in the event that the Note Certificates or any of the provisions therein are illegal, invalid or unenforceable for any reason, may not be effective as it depends on the nature of the illegality, invalidity or unenforceability in question;

any clause in the Note Certificates would be unenforceable if the provisions of that clause were held to constitute a penalty and not a genuine and reasonable pre-estimate of the loss likely to be suffered as a result of the default in payment of the amount in question. We express no opinion on whether any such provision does constitute such a genuine and reasonable pre-estimate;

in some circumstances a Singapore court would not give effect to clauses providing for severability of any provisions held to be invalid or unenforceable, in particular if to do so would not accord with public policy or would involve the court in making a new contract for the parties;

a Singapore court may refuse to give effect to any provision in an agreement (i) for the payment of expenses in respect of the costs of enforcement (actual or contemplated) or of unsuccessful litigation brought before a Singapore court or where the court has itself made an order for costs or (ii) which would involve the enforcement of foreign revenue or penal laws;

the scope of public policy has not been conclusively established or settled by the courts of Singapore and is uncertain;

the severability of provisions of the Note Certificates which are illegal, invalid or unenforceable is, as a matter of Singapore law, at the discretion of the Singapore court; accordingly, we express no opinion as to the enforceability or validity of such a provision;

notwithstanding that the Note Certificates are expressed to be governed by the laws of New York, Singapore law may prevail in respect of certain matters including the following:

the law of New York will be disregarded if its application will be illegal or contrary to the public policy of Singapore; and

in relation to proceedings in the Singapore courts, matters of procedure, including questions of set-off and counter-claim, interest chargeable on judgment debts, priorities, measure of damages, time bar on actions and submission to the jurisdiction of foreign courts are as a general rule governed by Singapore law;

notwithstanding that the parties to the Note Certificates have agreed to submit to the jurisdiction of the courts of New York, a Singapore court may, in exceptional circumstances where there is strong cause, assume jurisdiction or proceedings in a Singapore court may be stayed or struck out on grounds of:

forum non conveniens (where there is some other forum with competent jurisdiction which is more appropriate for the trial) or there are other exceptional circumstances for choosing another forum;

lis alibi pendens (where proceedings are pending in another jurisdiction); or

res judicata (where the merits of the issues in dispute have already been judicially determined or should have been raised in previous proceedings between the parties;

where the Note Certificates do not provide for submission by the parties thereto to the jurisdiction of the Singapore courts, in order for the Singapore courts to assume jurisdiction, originating process of a legal proceeding commenced in Singapore relating thereto may have to be served personally, that is, by leaving a copy of the document with an officer of the relevant company or by leaving it at, or sending it by registered post to, the registered office of such company;

that none of the Debt Securities have been or will be offered for subscription in Singapore and no invitation to subscribe for or purchase any of the bonds shall be issued, circulated or distributed in Singapore unless all relevant laws of Singapore (including but not limited to the provisions of the SFA) have been complied with and such offer or (as the case may be) invitation will not be in breach of any rules, regulations or directives issued by any regulatory body or agency or supervisory authority in Singapore;

any indemnity provision in the Note Certificate may not be enforceable in the Singapore courts in relation to any judgment delivered by any court and expressed in a currency other than that in which the relevant sum is payable;

a Singapore court may give judgement in currencies other than Singapore Dollars if, subject to the terms of the Note Certificates, it is the currency which most fairly expresses the claimant’s loss, but such judgements may be required to be converted into Singapore Dollars for enforcement purposes;

any provision in the Note Certificates stating that any rights and obligations thereunder shall bind successors and assigns of any party thereto may not be enforceable in Singapore in the absence of any further agreements to that effect with such successors or assigns;

we express no opinion on tax matters and in particular, express no opinion on tax matters affecting the Note Certificates or any related document or the parties thereto or the tax consequences of any of the transactions contemplated thereby;

regulations in Singapore restrict or prohibit payments, transactions and dealings with assets having a prescribed connection with certain countries or named individuals or entities subject to international sanctions or associated with terrorism;

any provision in the Note Certificates purporting to restrict the exercise of any statutory power by any person may be void;

a provision requiring payments to be made without deduction or withholding will not be enforced if a deduction or withholding is made pursuant to a legal obligation;

despite a provision in any Note Certificate to the effect that the written terms of that Note Certificate constitute the entire agreement between the parties to it, a court may hold that oral or other assurances given in the course of negotiations may be binding

the enforcement in Singapore of the Note Certificates and of foreign judgements will be subject to Singapore rules of civil procedure and laws in relation to the recognition and enforcement of foreign judgments, including, without limitation, the Choice of Court Agreements Act 2016 of Singapore;

under the rules of procedure, a Singapore court may, in certain circumstances, order a claimant in an action, to provide security for costs; and

an agreement between the parties to the Note Certificates to discuss, negotiate or agree on a certain matter or thing may not be enforced by the Singapore courts.