Seagen : Acquisition/Asset Disposal - Form 8-K

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-Kis incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time:

•

Each option to purchase Common Shares (each a "Company Option") that was outstanding as of immediately prior to the Effective Time, whether or not then vested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per-shareexercise price of such Company Option, multiplied by (ii) the number of Common Shares then subject to such Company Option (which number, in the case of Company Options subject to performance goals based on stock price hurdles, was determined based on actual performance in accordance with the terms of such Company Options, with any Company Options that do not vest being forfeited for no consideration), net of applicable taxes and without interest.

•

Each restricted stock unit (each a "Company RSU"), other than any Post-Signing Company RSU (as defined below), that was outstanding as of immediately prior to the Effective Time, whether or not then vested, was cancelled and converted into the right to receive an amount in cash in respect thereof equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of Common Shares then subject to such Company RSU, net of applicable taxes and without interest.

•

Each Company RSU granted after the date of the Merger Agreement that was unvested and outstanding as of the Effective Time (a "Post-Signing Company RSU") was substituted automatically with a Pfizer cash-based award (each, a "Pfizer Cash Award") with respect to an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of Common Shares then subject to such Post-Signing Company RSU. Each Pfizer Cash Award is otherwise subject to substantially the same terms and conditions applicable to such Post-Signing Company RSU as of immediately prior to the Effective Time.

•

Each Company Non-ProductsPSU (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time, whether or not then vested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of Common Shares then subject to such Company Non-ProductsPSU based on (A) for performance periods

that were completed as of the Effective Time, actual performance and (B) for performance periods that were incomplete as of the Effective Time, the greater of the target and actual performance, net of applicable taxes and without interest.

•

Each Company Products PSU (as defined in the Merger Agreement) that was unvested and outstanding immediately prior to the Effective Time was substituted automatically with a Pfizer Cash Award subject to the same performance-based vesting requirements (a "Pfizer Performance Cash Award") with respect to that number of shares of Pfizer Common Stock that is equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of Common Shares subject to such Company Products PSU. Each Pfizer Performance Cash Award is otherwise subject to the same terms and conditions applicable to such Company Products PSU; provided, that upon any termination without "cause" (as defined in the Company's Amended and Restated 2007 Equity Incentive Plan), due to death or disability, or for good reason, such Pfizer Performance Cash Award will vest in full (subject to the satisfaction of applicable performance goals).

The foregoing description of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.