Item 1.02 Termination of a Material Definitive Agreement

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated in this Item 1.02 by reference.



On October 3, 2022 (the "Payoff Date"), the Financing Agreement, dated as of
August 7, 2020 (as amended, restated, supplemented or otherwise modified from
time to time, the "Financing Agreement"), by and among the Company, Biohaven
Pharmaceuticals, Inc., the guarantors party thereto from time to time, the
lenders party thereto from time to time (the "Lenders") and Sixth Street
Specialty Lending, Inc., was terminated. On the Payoff Date, an affiliate of
Pfizer, on behalf of the Company, repaid in full all of the indebtedness and
other obligations and liabilities owed by the Company to the Lenders in an
amount equal to approximately $863 million, which included prepayment penalties.
In connection with the termination and repayment in full of the indebtedness and
other obligations and liabilities under the Financing Agreement, all related
liens and security interests granted by or arising under the Financing Agreement
were automatically released and discharged.

A copy of the Financing Agreement was filed as Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed by the Company with
the SEC on November 9, 2020 and is incorporated herein by reference. The
foregoing description of the Financing Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Financing Agreement.

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-K is incorporated in this Item 2.01 by reference.

At the Effective Time, each:



(i)Company Share that was issued and outstanding immediately prior to the
Effective Time (other than (A) Company Shares owned by the Company as treasury
shares, (B) Company Shares owned by Parent or Merger Sub and (C) any dissenting
shares) was automatically be cancelled, extinguished and converted into the
right to receive an amount in cash equal to $148.50, without interest thereon
(the "Merger Consideration");
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(ii)option to purchase Company Shares (each, a "Company Option") granted by the
Company under the Company's 2017 Equity Incentive Plan or 2014 Equity Incentive
Plan (collectively, the "Company Share Plans") that was outstanding as of
immediately prior to the Effective Time (after giving effect to the Spin-Off and
the provisions of the Separation Agreement), whether or not then vested, was
cancelled and immediately ceased to be outstanding and was converted into the
right to receive an amount in cash equal to the product of (1) the excess, if
any, of the Merger Consideration over the per-share exercise price of such
Company Option, multiplied by (2) the number of Shares then subject to such
Company Option; and

(iii)Company restricted stock unit (each, a "Company RSU") granted by the
Company under the Company Share Plans that was outstanding as of immediately
prior to the Effective Time (after giving effect to the Spin-Off and the
provisions of the Separation Agreement), whether or not vested, was cancelled
and immediately ceased to be outstanding and was converted into the right to
receive an amount in cash equal to the product of (1) the Merger Consideration,
multiplied by (2) the number of Company Shares then subject to such Company RSU,
with any performance conditions applicable to Company RSUs that are subject to
performance-based vesting conditions deemed achieved at 100%.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.



In connection with the consummation of the Merger, the Company requested that
the New York Stock Exchange suspend trading of the Company Shares as of October
3, 2022, and file with the SEC a Notification of Removal from Listing and/or
Registration on Form 25 to delist and deregister the Shares under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company intends to file with the SEC a certification on Form 15 requesting that
the Company's reporting obligations under Sections 13 and 15(d) of the Exchange
Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.



The information set forth in the Introductory Note, Item 2.01, Item 3.01 and
Item 5.01 of this Current Report on Form 8-K is incorporated in this Item 3.03
by reference.

In connection with the completion of the Merger, at the Effective Time, holders
of Company Shares, Company Options and Company RSUs ceased to have any rights in
connection with their holding of such securities (other than their right to
receive the Merger Consideration, or the applicable amount thereof, as described
in Item 2.01 above) and accordingly, no longer have any interest in the
Company's future earnings or growth.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.

As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Pfizer. The aggregate Merger Consideration was approximately $10.35 billion. Pfizer financed the Merger with existing cash on hand.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



In accordance with the Merger Agreement, at the Effective Time, each of Irina A.
Antonijevic, Gregory Bailey, Matthew Buten, John W. Childs, George Clark,
Charles Conway, Vlad Coric, Kimberley Gentile, Douglas Gray, Julia P. Gregory,
Michael T. Heffernan, Robert J. Hugin, Kishen Mehta, Elyse Stock and John Tilton
resigned from the board of directors of the Company.
At the Effective Time, each of Matthew Buten, George Clark, Vlad Coric,
Kimberley Gentile, William Jones, Jr. and Elyse Stock resigned as officers of
the Company.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Paloma
Fernández-Montes Moraleda and Gastón Araya Ortega, as directors of Merger Sub as
of immediately prior to the effective time of the Merger, became the directors
of the Company. Additionally, Ms. Fernández-Montes Moraleda was appointed
President of the Company, and Mr. Araya Ortega was appointed Vice President of
the Company.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.

Pursuant to the Merger Agreement, at the Effective Time, the memorandum and articles of association of the Company were amended and restated in their entirety (the "M&AA"). The M&AA is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

      Exhibit Number                                         Exhibit Description

           2.1                     Agreement and Plan of Merger, dated as

of May 9, 2022, by and among

Biohaven Pharmaceutical Holding Company

Ltd., Pfizer Inc. and Bulldog (BVI)


                                 Ltd. (filed as Exhibit 2.1 to the

Company's Current Report on Form 8-K,


                                 filed on May 11, 2022, and incorporated

herein by reference).


           2.2                     Separation and Distribution Agreement,

dated as of May 9, 2022, by and


                                 between Biohaven Pharmaceutical Holding

Company Ltd. and Biohaven Research


                                 Ltd (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K,
                                 filed on May 11, 2022, and incorporated herein by reference    )    .
           3.1                     Amended and Restated Memorandum and

Articles of Association of Biohaven

Pharmaceutical Holding Company Ltd.
           104                   The cover page of this Current Report on

Form 8-K formatted as Inline XBRL.


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