Viatris (VTRS) 10-K risk factor changes: FY2023 vs FY2022

This summary is not exhaustive and is qualified by reference to the full set of risk factors set forth in [added: this] Part I, Item 1A.

◦The integration of acquired [removed: businesses,] [added: businesses] as well as [removed: our global] restructuring [removed: program] [added: programs] have presented and may in the future present significant challenges.

◦There are [added: ongoing] risks and uncertainties associated with the [removed: sale of our biosimilars business,] [added: Biocon Biologics Transaction,] one or more of which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or stock price.

◦We are increasingly dependent on IT and [added: information systems and] our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

[removed: We] [added: ◦We] have significant indebtedness, which could lead to adverse consequences or adversely affect our financial position and prevent us from fulfilling our obligations under such indebtedness, and any refinancing of this debt could be at significantly higher interest rates.

In Phase 1 of this strategy, we have [removed: been] focused on [added: stabilizing the base business, delivering on our pipeline,] reducing debt, maintaining an investment grade credit rating and returning capital to shareholders.

[removed: The] [added: During Phase 2, the] Company anticipates a period of renewed growth and leadership [removed: in this second phase] as it intends to move up the value chain by focusing on more complex and innovative products to build a more durable higher margin [removed: portfolio.][added: portfolio, while continuing to explore opportunities to unlock shareholder value.]

Implementing these and other strategic initiatives has included and may in the future include [removed: divestitures,] [added: divestitures (including the Biocon Biologics Transaction and the Announced Divestitures),] acquisitions, asset purchases, partnerships, collaborations, joint ventures, product rationalization and other investments.

[removed: These] [added: Certain of these] transactions and arrangements have been and may in the future be material both from a strategic and financial [removed: perspective.][added: perspective (including but not limited to divestitures that have resulted or will in the future result in reductions to our results of operations (including but not limited to total revenues) and cash flows).]

[removed: Divestitures,] [added: Divestitures (including the Biocon Biologics Transaction and the Announced Divestitures),] product rationalizations or asset sales have [added: also] resulted and could continue to result in asset [removed: impairments or decreased revenues and cash flows,] [added: impairments,] or [removed: reduce] [added: reductions to] the size or scope of our business, our market share in particular markets or our opportunities and ability to compete with respect to certain markets, [removed: therapeutic areas or products.]

We may not be successful in separating [removed: underperforming] [added: divested businesses] or [removed: non-core] assets, which could negatively impact our ongoing operations, future earnings and future goals and outlooks.

Certain divestitures also have resulted and may in the future result in continued financial [added: and operational] exposure to the divested assets or businesses, such as through [removed: guarantees,] [added: guarantees] or other financial arrangements, [added: indemnification,] continued supply and [added: transition] services [removed: arrangements, continued provision of corporate functions] [added: obligations] to the divested [removed: business,] [added: businesses,] stranded costs, or potential litigation.

We may also not be able to realize the [added: intended or] anticipated benefits from such transactions, such as realizing the anticipated proceeds, deploying the proceeds to pay down our outstanding indebtedness and/or fund other important initiatives, [removed: and] maintaining employee morale and retaining key management and other employees to provide the transition services and to operate our retained [removed: business.][added: business, or may be unable to realize the intended or expected goals, outlooks, synergies or operating efficiencies with respect to such transactions.]

We commit substantial [removed: effort, funds] [added: efforts] and other resources to these various alliances and collaborations.

There is a risk that the investments made by us in these alliances [added: and collaborative arrangements will not generate financial returns.]

The integration of acquired [removed: businesses,] [added: businesses] as well as [removed: our global] restructuring [removed: program,] [added: programs] have presented and may in the future present significant challenges.

- the challenge and cost of integrating manufacturing, logistics, [removed: information technology,] [added: IT,] communications and other systems;

Viatris has [removed: also] [added: in the past] undertaken [removed: a significant global] [added: and may in the future undertake] restructuring [removed: program] [added: programs] in order to achieve [removed: specified] synergies and ensure the Company is optimally structured and efficiently [removed: resourced to deliver sustainable value to patients, shareholders, customers, and other stakeholders.][added: resourced.]

These integration and restructuring processes [removed: are ongoing] [added: have in the past] and [removed: members of] [added: may in the future require] Viatris’ senior management [removed: are required] to devote considerable amounts of time to these processes, which could decrease the time they have to manage and service Viatris’ businesses, and develop new products or strategies.

Even if [removed: the] integration [added: activities] and [removed: global] restructuring [removed: program] [added: programs] are successful, we may not achieve anticipated synergies, growth opportunities and other financial and operating benefits within the timeline we anticipate, or at all.

If integration activities or [removed: our global] restructuring [removed: program] [added: programs] are unsuccessful, if the estimated costs are higher than anticipated, or if we are unable to realize the anticipated synergies and other benefits, there could be a material adverse effect on Viatris’ business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.

There are [added: ongoing] risks and uncertainties associated with the [removed: sale of our biosimilars business,] [added: Biocon Biologics Transaction,] one or more of which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or stock price.

[removed: Our] [added: Once in effect, our] obligations under [removed: the transition services agreement] [added: these agreements] may result in additional expenses that are borne by us [removed: during] and [removed: after the exit from the transition services agreement,] may [removed: create stranded costs, or may] divert our focus and resources that would otherwise be invested into maintaining or growing our retained business.

[removed: Furthermore, a] [added: A] significant portion of the consideration that we received in the Biocon Biologics Transaction is in the form of equity in Biocon Biologics, which is currently a privately held Indian company.

In addition, we believe the success of the Biocon Biologics business will be highly dependent upon the successful transition of the business [removed: to Biocon Biologics, including no major disruption in services provided under] [added: to, and ongoing operation of] the [removed: transition services agreement.][added: business by, Biocon Biologics.]

[removed: If this] [added: While the] transition [added: services that we agreed to provide Biocon Biologics were substantially completed by the end of 2023, we continue to provide certain limited services to Biocon Biologics and, if the remaining transition and ongoing operation of the business] is not successful, it [removed: would] [added: could] have a significant impact on the value of the equity we will own in Biocon Biologics and could negatively impact our business or financial condition.

Because [added: the businesses or assets we divest, including] our [removed: former biosimilars business was] [added: Biosimilars Business and the Announced Divestitures, were or are] commingled with Viatris’ other businesses, [removed: the] [added: their] financial information [removed: for the biosimilars business is being] [added: must be] carved-out of Viatris’ financial and other systems, and [added: this process has impacted or] will impact the reporting of our results of operations, financial condition, and cash flows.

We face numerous cost-containment measures by governments and other payors, including certain government-imposed industry-wide price reductions, [added: caps on price increases,] mandatory rebates or pricing, international reference pricing (i.e., the practice of a country linking its regulated medicine prices to those of other countries), VBP, tender systems, shifting of the payment burden to patients through higher co-payments, and requirements for increased transparency on pricing, all of which may have an adverse impact on the pricing of our products.

In addition, rising rates of inflation have [removed: increase] [added: increased] and may continue to increase pressure on governments, insurers and other payors to implement additional cost containment measures.

In addition to the impacts of these government-sponsored healthcare systems, in the EU, U.K. and other international markets, certain governmental agencies have [added: enacted,] or are considering [removed: enacting] [added: enacting,] further measures to decrease the costs of providing healthcare, including government mandated price reductions and/or other forms of price controls, including retrospective “clawback” price reductions.

For example, in 2013, China began to implement a QCE process for post-LOE products to improve the quality of domestically manufactured generic drugs, primarily by requiring such [added: drugs to pass a test to assess their bioequivalence to a qualified reference drug (typically the originator drug).]

[removed: drugs to pass a test to assess their bioequivalence to a qualified reference drug (typically the originator drug).In] [added: In] addition, since 2018, China's National Healthcare Security Administration, in conjunction with relevant departments, has been promoting a centralized VBP policy for drugs, which has become standard practice and subjects many drugs to a competitive bidding process.

Further, any payment, price or reimbursement may be reduced in the future to the point that market demand for our products and/or our profitability [removed: declines.]

There has also been increasing U.S. federal and state legislative and enforcement interest with respect to drug pricing, as well as from international organizations like the United Nations, WHO and [removed: Organization for Economic Cooperation and Development,] [added: OECD,] in addition to intense publicity and scrutiny regarding such matters, including publicity and pressure resulting from prices charged by competitors and peer companies for new products as well as price increases by competitors and peer companies on older products that some have deemed excessive.

Significant additional reforms to the U.S. healthcare system, including changes to the ACA, Medicare and Medicaid, or changes to other laws or regulatory frameworks in other markets in which we operate, [added: that reduce our revenues or increase our costs could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.]

[removed: that reduce our revenues or increase our costs] [added: Any of the risks described above] could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.

- compliance with the national and local laws, regulations and customs of countries in which we do business, including, but not limited to, data privacy and protection, environmental and social regulations, import/export and enforcement of intellectual property [removed: protections;][added: rights;]

- that governments in certain jurisdictions may favor local businesses and make it more difficult for foreign businesses to operate on an equal [removed: footing;][added: footing, including but not limited to by promoting or requiring the local manufacture of pharmaceutical products and API or the establishment of local sites and offices;]

- sanctions and our interpretation of those sanctions, trade controls, supply chain and staffing challenges as a result of the ongoing conflict between Russia and Ukraine that have impacted and may continue to impact our ability to market or sell pharmaceuticals in either country or subject us to increased government [removed: scrutiny.][added: scrutiny, and a significant escalation or expansion of the conflict’s current scope may have a negative impact on our operations and financial results in future periods;]

[removed: In addition, a] [added: A] significant escalation or expansion of the conflict’s current scope may have a negative impact on our operations and financial results in future periods;

◦There are risks and uncertainties associated with the Announced Divestitures, including the OTC Transaction, one or more of which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or stock price.

The Company also entered into certain transactions in order to simplify its business, accelerate paydown of debt and unlock shareholder value, including the Biocon Biologics Transaction and the Announced Divestitures.

therapeutic areas or products.

Please also refer to “*There are risks and uncertainties associated with the Announced Divestitures, including the OTC Transaction, one or more of which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or stock price.”*

In addition, as we intend to move up the value chain during Phase 2 of our two-phased strategic vision, we expect to use more capital resources and may enter into more financial commitments in connection with these alliances and collaborations.

There are risks and uncertainties associated with the Announced Divestitures, including the OTC Transaction, one or more of which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or stock price.

On October 1, 2023, we announced we had received an offer for the divestiture of substantially all of our OTC Business (the “OTC Transaction”) and entered into definitive agreements to divest our women’s healthcare business and, separately, in another transaction, our rights to two women’s healthcare products in certain countries, our API business in India and commercialization rights in the Upjohn Distributor Markets (all such transactions, including the OTC Transaction, referred to as the Announced Divestitures).

As of February 28, 2024, we have consummated certain of the Announced Divestitures, including our rights to two women’s healthcare products in certain countries (other than in the U.K., which remains subject to regulatory approval) and commercialization rights in certain of the Upjohn Distributor Markets.

Additionally, we expect to consummate the divestiture of our women’s healthcare business and our API business in India by the end of the first quarter of 2024, in each case subject to satisfaction of certain closing conditions, and in January 2024, we exercised our option to accept the offer in the OTC Transaction and entered into a definitive transaction agreement with respect to such OTC Transaction.

However, there remain a number of risks and uncertainties associated with the Announced Divestitures, including the remaining Announced Divestitures that have not been consummated (all such remaining Announced Divestitures referred to as the Pending Announced Divestitures), including, among other things:

- the Pending Announced Divestitures not being completed on the expected timelines or at all, including but not limited to the inefficiencies and lack of control that may result if the Pending Announced Divestitures are delayed or not implemented effectively, and unforeseen difficulties and expenditures that may arise as a result;

- the risk that the conditions set forth in the definitive agreements with respect to the Pending Announced Divestitures will not be satisfied or waived (including that, with respect to the OTC Transaction, the potential failure of the conditions in that transaction agreement related to obtaining required regulatory and other consents and approvals, which could give rise to the termination of that transaction agreement);

- failure to realize the total transaction values for the Announced Divestitures and/or the expected proceeds for any or all of the Announced Divestitures, including as a result of any purchase price adjustment or a failure to achieve any

conditions to the payment of any contingent consideration (including, with respect to the OTC Transaction, that transaction agreement’s net indebtedness and working capital adjustments as well as the up to €100.0 million in contingent additional cash consideration);

- the possibility that the Company may be unable to realize the intended or expected benefits of, or achieve the intended or expected goals, outlooks, synergies or operating efficiencies with respect to, the Announced Divestitures, including but not limited to as a result of carrying stranded costs;

- the risk that we will incur additional losses related to the Pending Announced Divestitures (with respect to the OTC Transaction, for instance, we recorded an estimated pre-tax loss of $735 million in the fourth quarter of 2023 for the difference between the estimated consideration to be received, less estimated costs to sell the business, and the carrying value of the business to be divested, including an allocation of goodwill (see Note 5 *Divestitures* in Part II, Item 8 of this Form 10-K for more information);

- the cost of continued post-closing activities related to the divestiture of the commercialization rights in the Upjohn Distributor Markets and the risk that if the divestiture of the commercialization rights in the remaining Upjohn Distributor Markets are not completed, the distribution arrangements will expire in accordance with our agreement with Pfizer and the Company will wind down operations in these markets, which may result in significant additional asset write-offs and other costs being incurred; and

- the risk that we may incur losses related to unhedged foreign exchange exposure related to receiving proceeds from the OTC Transaction in Euros.

To the extent that the current market price of our common stock reflects an assumption that the Pending Announced Divestitures will be consummated in the timeframe and manner currently anticipated, and that the Company will prioritize use of net proceeds from the Pending Announced Divestitures for debt paydown, any delay in closing or failure to close the Pending Announced Divestitures could result in a decline in the market price of our common stock.

Similarly, any delay in closing or failure to close the Pending Announced Divestitures could result in damage to our relationships with customers, suppliers and employees and have an adverse effect on our business.

Regarding all of the Announced Divestitures, the attention of our management may be directed toward closing or post-closing matters, and their focus may be diverted from the day-to-day business operations of our company, including from other opportunities that might otherwise be beneficial to us.

Also, we have agreed to indemnify the respective purchasers in the Announced Divestitures and certain of their respective representatives against certain losses suffered as a result of certain breaches of our representations, warranties, covenants and agreements in the applicable transaction agreements and related documents.

Any event that results in a right for the purchaser in any of the Announced Divestitures to seek indemnity from us could result in substantial liability to us and could adversely affect our financial position and results of operations.

In connection with the Announced Divestitures, we have also agreed, at the closing of the respective transactions, to enter into transition services and manufacturing and supply agreements pursuant to which we will provide services to the respective purchasers, including manufacturing, quality, supply chain, pricing and procurement, regulatory, product safety and risk management, medical affairs, IT, finance, human resources, real estate, commercial development and local commercial operations services, substantially the same as we currently provide to the related businesses, generally for a period of up to 12 months, subject to potential extensions in certain circumstances.

In addition, in connection with the OTC Transaction and the divestiture of our women’s healthcare business, we have agreed, at the closing of the respective transactions, to enter into distribution agreements.

In connection with our API business divestiture, we have agreed, at the closing of the transaction, to enter into a manufacturing and supply agreement pursuant to which we will purchase a significant amount of API from the purchaser in that transaction.

Please also refer to “*We have a limited number of manufacturing facilities and certain third-party suppliers produce a substantial portion of our API and products, some of which require a highly exacting and complex manufacturing process.”*

Whether the Pending Announced Divestitures are ultimately consummated or not, their pendency could have a number of negative effects on our current business, including potentially disrupting our regular operations, diverting the attention of our workforce and management team, and increasing workforce turnover.

It could also disrupt existing business relationships, make it harder to develop new business relationships, or otherwise negatively impact the way that we operate the business, which could negatively impact Viatris’ results of operations and cash flows during the pendency of the transactions.

Upon the closing of any or all of the Announced Divestitures, our results of operations (including but not limited to total revenues) and cash flows will be reduced.

In addition, we have expended significant time and resources, and expect to continue to expend significant time and resources, on these transactions, including management time and focus, costs and expenses related to the separation of the businesses from Viatris, the provision of the transition services and other transaction costs.

Many of these expenses must be paid regardless of whether the transactions close, and even if the expected benefits are

not achieved.

These costs may be significant and we currently do not expect to be reimbursed for all such costs.

We may also face other challenges as a result of the Announced Divestitures, including that we may not be able to realize the anticipated benefits from such transactions, such as prioritizing use of net proceeds from these divestitures for debt paydown, maintaining employee morale and retaining key management and other employees to provide the transition services and to operate our retained business, and the inability to effectively minimize liabilities and stranded costs associated with the Pending Announced Divestitures.

Refer to Note 5 *Divestitures* in Part II, Item 8 of this Form 10-K for more information about the Announced Divestitures.

There is no guarantee that these cost containment measures will be rolled back in the event that inflation rates decrease in the future.

Effective January 1, 2024, China implemented measures that aim to further improve quality management of drugs, including, among other things, stipulating additional responsibilities of marketing authorization holders and medical institutions to have a robust quality management system with respect to drug purchase, storage and use.

declines.

The implementation of the Inflation Reduction Act, including rulemaking regarding the application of the Medicare Part B and Part D inflation penalties, is still underway and could negatively affect certain Viatris portfolio products based on future pricing decisions and changes in the Consumer Price Index for All Urban Consumers (CPI-U).

In preparation for the second phase, the Company has completed certain transactions, including the Biocon Biologics Transaction, and has announced plans for certain other strategic actions, such as its intent to divest certain businesses no longer considered to be core to its future strategy, including OTC, women’s health care (primarily related to our oral and injectable contraceptives), API (while retaining some selective API capabilities) and Upjohn Distributor Markets.

and collaborative arrangements will not generate financial returns.

Any quantification of synergies expected to result from a transaction or restructuring activities is based on significant estimates and assumptions that are subjective in nature and inherently uncertain.

Realization of any benefits and synergies from acquired businesses or our global restructuring program could be affected by a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs, regulatory developments, and the other risks described in these risk factors.

In addition, our ability to achieve our synergy targets depends in large part on the successful implementation of the initiatives under our global restructuring program, which may not achieve their intended goals.

The amount of synergies actually realized, if any, and the time periods in which any such synergies are realized, could differ materially from our current expectations and estimates.

In addition, if key personnel and other employees depart because of issues relating to the uncertainty and difficulty of integration or restructuring activities, Viatris may not realize the anticipated benefits of these activities.

In connection with the closing of the transaction with Biocon Biologics, we entered into a transition services agreement pursuant to which we will provide services to Biocon Biologics, including commercialization services substantially

the same as we historically provided to our biosimilar business.

If Biocon Biologics is not prepared to operate the business independently at the end of the negotiated transition period, we may need to provide transition services for a longer than anticipated period of time, which would increase these risks.

- the continued impact of the COVID-19 pandemic;

- increased EU and U.S. scrutiny of overseas pharmaceutical manufacturing, including executive orders, agency rule making and policy proposals related to increasing domestic production of pharmaceutical products and API;

- changes resulting from the formal withdrawal of the U.K. from the EU, commonly referred to as Brexit, including those related to additional trade agreements, tariffs and customs regulations and currency fluctuations, which could materially impact the way we conduct our operations in those markets;

In addition, several companies have filed ANDAs seeking regulatory approval in the United States to market a generic version of our Yupelri product prior to the expiration of certain patents.

While inflationary and other macroeconomic pressures may ease, we continue to experience higher costs and we expect that this will likely continue throughout 2023, thereby negatively impacting our results of operations.

These requirements include regulation of the handling,

For example, the FDA issued warning letters relating to valsartan API and nitrosamine impurities to our API manufacturer Mylan Laboratories Limited Unit 8 in 2019.

We provided thorough responses to the FDA regarding the issues identified and remediation is ongoing.

We and our partners have in the past and may in the future receive similar observations and correspondence.

A regulatory approval

In

Public health outbreaks, epidemics and pandemics, including the COVID-19 pandemic, have had and could continue to have a material adverse effect on our business, including our workforce, suppliers, vendors, business partners, distribution channels, customers and patients.

Both the outbreak, and continued spread of COVID-19 and actions to slow its spread have created and continue to create significant uncertainty, economic volatility and disruption, supply chain disruption, and increased unemployment, which have impacted and may continue to impact our business operations and workforce.

In addition, recovery from the pandemic may not proceed as anticipated, and may have unpredictable impacts on demand for our products, our workforce and our business operations.

COVID-19 and related responsive measures have also made, and may continue to make, it difficult for us, our partners or suppliers to source and manufacture products in, and to export our products from, certain affected areas.

If there is an increase in reported illnesses or quarantining at any of our or our partners’ facilities, including critical manufacturing sites, it is possible that such facilities may need to close for an extended period of time.

In addition, we have faced, and may continue to face, delays or difficulty sourcing certain products or raw materials, including APIs.

Even if we are able to find alternate sources for such products or raw materials, they may cost more.

In addition, we have experienced and may continue to experience increased shipping and freight costs, as well as delays in shipping.

These factors have materially adversely affected and could continue to materially adversely affect our ability to produce, ship, and supply products, which could negatively impact our customer relationships, business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price, or result in negative publicity and reputational harm.

Health regulatory agencies globally have in the past, with respect to the COVID-19 pandemic, and may in the future also experience disruptions in their operations and greater regulatory uncertainty as a result of public health outbreaks.

The FDA and comparable foreign regulatory agencies have experienced and may in the future experience slower response times or reduced resources and, as a result, review of regulatory submissions, inspections, approval of new products and other timelines important to our business may be materially impacted, which could delay our new product launches and have a material adverse effect on our business.

In addition, as a result of changes in the provision of healthcare, we have experienced, and could continue to experience, unpredictable fluctuations in demand for certain of our products.

The continuing impact of the COVID-19 pandemic could lead to our customers or suppliers having liquidity problems that could negatively impact our ability to collect cash on our receivables and/or negatively impact our ability to get inventory and materials.

If there are further disruptions or turmoil in the financial markets or customer or supplier liquidity issues, or if rating agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds, and other terms for new debt, which could negatively impact our results of operations and financial position.

The extent to which the COVID-19 pandemic or other public health outbreaks will continue to impact us depends on numerous evolving factors and future developments that we are not currently able to predict and may also exacerbate other risks discussed in these risk factors, any of which could have a material adverse effect on us, our business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.

If we are unsuccessful in retaining our key employees or enforcing certain post-employment contractual provisions such as confidentiality or non-competition provisions, it may have a material adverse impact on our business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price.

In 2022, we completed the transition of certain support services from Pfizer, as well as certain subsidiaries, to a new ERP system.

While we believe that this new system and the related changes to internal controls will ultimately strengthen our internal control over financial reporting, there are inherent risks in implementing any new ERP system.

If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting.

Such forward-looking statements may include, without limitation, statements about the goals or outlooks with respect to the Company’s strategic initiatives, including but not limited to the Company’s two-phased strategic vision and potential [removed: divestitures] and [removed: acquisitions;] [added: announced divestitures, acquisitions or other transactions;] the benefits and synergies of [added: such divestitures,] acquisitions, [removed: divestitures] or [removed: our global] [added: other transactions, or] restructuring [removed: program,] [added: programs;] future opportunities for the Company and its [removed: products] [added: products;] and any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend policy and payments, stock repurchases, debt ratio and covenants, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, commitments, confidence in future results, efforts to create, enhance or otherwise unlock the value of our unique global platform, and other expectations and targets for future periods.

- the possibility that the Company may [removed: be unable to] [added: not] realize the intended benefits of, or achieve the intended goals or outlooks with respect to, its strategic [removed: initiatives;][added: initiatives (including divestitures, acquisitions, or other potential transactions) or move up the value chain by focusing on more complex and innovative products to build a more durable higher margin portfolio;]

- the possibility that the Company may be unable to achieve [added: intended or] expected benefits, [removed: synergies] [added: goals, outlooks, synergies, growth opportunities] and operating efficiencies in connection with [removed: acquisitions,] divestitures, [added: acquisitions, other transactions,] or [removed: its global] restructuring [removed: program,] [added: programs,] within the expected [removed: timeframe] [added: timeframes] or at all;

- [added: goodwill or] impairment charges or other losses related to the divestiture or sale of businesses or [removed: assets;][added: assets (including but not limited to announced divestitures that have not yet been consummated);]

- the potential impact of public health outbreaks, epidemics and [removed: pandemics, including the ongoing challenges and uncertainties posed by the COVID-19 pandemic;][added: pandemics;]

- changes in relevant [removed: laws] [added: laws, regulations] and [removed: regulations,] [added: policies and/or the application or implementation thereof,] including but not limited to [removed: changes in] tax, healthcare and pharmaceutical [removed: laws and] [added: laws,] regulations [added: and policies] globally (including the impact of recent and potential tax reform in the [removed: U.S.);][added: U.S. and pharmaceutical product pricing policies in China);]

- the ability to [removed: attract] [added: attract, motivate] and retain key personnel;

- any significant breach of data security or data privacy or disruptions to our [removed: information technology] [added: IT] systems;

Viatris’ [removed: seasoned] [added: executive] management team is focused on ensuring that the Company is optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers and other key stakeholders.

With a global workforce of approximately [removed: 37,000,] [added: 38,000,] the Company has industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise complemented by a strong commitment to quality and an unparalleled geographic footprint to deliver high-quality medicines to patients in more than 165 countries and territories.

[added: As of December 31, 2023,] Viatris’ portfolio [removed: comprises] [added: comprised] more than 1,400 approved molecules across a wide range of key therapeutic areas, including globally recognized iconic and key [removed: brands, generics,] [added: brands] and [removed: complex] generics, including [removed: biosimilars prior to] [added: complex products, and] the [removed: Biocon Biologics Transaction.][added: Company operated approximately 40 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and APIs.]

The Company reports segment information on the basis of markets and geography, which reflects its focus on bringing its broad and diversified portfolio of [removed: branded, complex generics, including biosimilars prior to the Biocon Biologics Transaction,] [added: branded] and generic [removed: products] [added: products, including complex products,] to people in markets everywhere.

[removed: As such,] the timing of new product introductions can have a significant impact on the Company’s financial results.

During the first quarter of 2023, the Company completed the acquisition of Oyster Point for approximately [removed: $425] [added: $427.4] million in cash, which [removed: includes] [added: included] $11 per share paid to Oyster Point stockholders through a tender [removed: offer] [added: offer, payment for vested share-based awards,] and the repayment of the [removed: principal amount of certain debt of] Oyster [removed: Point.][added: Point debt.]

Oyster Point is [removed: a commercial-stage biopharmaceutical company] focused on the discovery, development, and commercialization of first-in-class pharmaceutical therapies to treat ophthalmic diseases.

On November 7, 2022, the Company entered into a definitive agreement to acquire the remaining equity shares of Famy Life Sciences, a [removed: private-owned] [added: privately-owned] research company with a complementary portfolio of ophthalmology therapies under development, for [removed: a] consideration of $281 million.

Refer to Note 4 *Acquisitions and Other Transactions* [removed: included] in Part [removed: II.][added: II, Item 8 of this Form 10-K for more information.]

[added: Refer to Note 5 *Divestitures* in Part II,] Item 8 of this Form 10-K for more information.

[removed: During 2022, the] [added: The] Company did not repurchase any shares of common stock under the share repurchase [removed: program.][added: program in 2022.]

In [removed: January and] February [removed: 2023,] [added: 2024,] the Company repurchased approximately [removed: 21.2] [added: 19.2] million shares of common stock at a cost of approximately $250 million.

[added: At the time of closing of the Biocon Biologics Transaction,] Viatris and Biocon Biologics also entered an agreement pursuant to which Viatris [removed: is] [added: was] providing commercialization and certain other transition services on behalf of Biocon Biologics, including billings, collections and the remittance of rebates, to ensure business continuity for patients, customers and colleagues.

During [removed: the fourth quarter of] 2020, Viatris announced a significant global restructuring program in order to achieve synergies and ensure that the organization [removed: is] [added: was] optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers, and other stakeholders.

As part of the restructuring, the Company [removed: is optimizing] [added: optimized] its commercial capabilities and enabling functions, and [removed: closing, downsizing] [added: closed, downsized] or [removed: divesting] [added: divested] certain manufacturing facilities globally that [removed: are] [added: were] deemed to be no longer viable either due to surplus capacity, challenging market dynamics or a shift in its product portfolio toward more complex products.

Such charges [removed: are expected to include up to] [added: included] approximately $450 million of non-cash charges mainly related to accelerated depreciation and asset impairment charges, including inventory [removed: write-offs.][added: write-offs, and cash costs of approximately $950 million, primarily related to severance and employee benefits expense, as well as other costs, including those related to contract terminations and other plant disposal costs.]

The table below is a summary of the Company’s financial results for the year ended December 31, [removed: 2022] [added: 2023] compared to the prior year period:

| (In millions, except per share amounts) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | | | | | | | |

| Total revenues | | | $ | [removed: 16,262.7] [added: 15,426.9] | | | | | $ | [removed: 17,886.3] [added: 16,262.7] | | | | | $ | [removed: (1,623.6)] [added: (835.8)] | | | | | | | |

| Gross profit | | | [removed: 6,497.0] [added: 6,438.6] | | | | | | [removed: 5,575.5] [added: 6,497.0] | | | | | | [removed: 921.5] [added: (58.4)] | | | | | | | | |

| Earnings [removed: (loss)] from operations | | | [removed: 1,614.9] [added: 766.2] | | | | | | [removed: (34.0)] [added: 1,614.9] | | | | | | [removed: 1,648.9] [added: (848.7)] | | | | | | | | |

| [removed: Net] [added: U.S. GAAP net] earnings (loss) | | | [removed: 2,078.6] [added: $] | [added: 54.7] | | | | | [removed: (1,269.1)] | | | | | | [removed: 3,347.7] [added: $] | [added: 2,078.6] | | | | | | | | [added: | | | $ | (1,269.1) | | | | | | | |]

| Diluted earnings [removed: (loss)] per share | | | $ | [removed: 1.71] [added: 0.05] | | | | | $ | [removed: (1.05)] [added: 1.71] | | | | | $ | [removed: 2.76] [added: (1.66)] | | | | | | | |

More information about non-GAAP measures used by the Company as part of this discussion, including adjusted cost of sales, adjusted gross margins, adjusted net earnings, and adjusted EBITDA (all of which are defined below) are discussed further in this Part [removed: II.][added: II, Item 7 under *Results of Operations* and *Results of Operations — Use of Non-GAAP Financial Measures*.]

| (In millions, except %s) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | % Change | | | | | | [removed: 2022] [added: 2023] Currency Impact (1) | | | | | | [removed: 2022] [added: 2023] Constant Currency Revenues | | | | | | Constant Currency % Change (2) | | |

| Total net sales | | | [removed: 16,218.1] [added: 15,388.4] | | | | | | [removed: 17,813.6] [added: 16,218.1] | | | | | | [removed: (9)] [added: (5)] | | % | | | | [removed: 1,235.9] [added: 258.9] | | | | | | [removed: 17,454.0] [added: 15,647.2] | | | | | | [removed: (2)] [added: (4)] | | % |

| Consolidated total revenues (4) | | | $ | [removed: 16,262.7] [added: 15,426.9] | | | | | $ | [removed: 17,886.3] [added: 16,262.7] | | | | | [removed: (9)] [added: (5)] | | % | | | | $ | [removed: 1,238.8] [added: 258.8] | | | | | $ | [removed: 17,501.5] [added: 15,685.6] | | | | | [removed: (2)] [added: (4)] | | % |

(2)The constant currency percentage change is derived by translating net sales or revenues for the current period at prior year comparative period exchange rates, and in doing so shows the percentage change from [removed: 2022] [added: 2023] constant currency net sales or revenues to the corresponding amount in the prior year.

(3)For the year ended December 31, [removed: 2022,] [added: 2023,] other revenues in Developed Markets, JANZ, and Emerging Markets were approximately [removed: $21.8] [added: $26.1] million, [removed: $1.4] [added: $1.1] million, and [removed: $21.4] [added: $11.3] million, respectively.

For the year ended December 31, [removed: 2022,] [added: 2023,] the Company reported total revenues of [removed: $16.26] [added: $15.43] billion, compared to [removed: $17.89] [added: $16.26] billion for the comparable prior year period, representing a decrease of [removed: $1.62 billion,] [added: $835.8 million,] or [removed: 9%.][added: 5%.]

Net sales for the year ended December 31, [removed: 2022] [added: 2023] were [removed: $16.22] [added: $15.39] billion, compared to [removed: $17.81] [added: $16.22] billion for the comparable prior year period, representing a decrease of [removed: $1.60 billion,] [added: $829.7 million,] or [removed: 9%.][added: 5%.]

Other revenues for the year ended December 31, [removed: 2022] [added: 2023] were [removed: $44.6] [added: $38.5] million, compared to [removed: $72.7] [added: $44.6] million for the comparable prior year [removed: period, a decrease of $28.1 million.][added: period.]

- with respect to previously announced divestitures that have not been consummated, including the divestiture of substantially all of our OTC Business, such divestitures not being completed on the expected timelines or at all and the risk that the conditions set forth in the definitive agreements with respect to such divestitures will not be satisfied or waived;

- with respect to previously announced divestitures, failure to realize the total transaction values for the divestitures and/or the expected proceeds for any or all such divestitures, including as a result of any purchase price adjustment or a failure to achieve any conditions to the payment of any contingent consideration;

Viatris is a global healthcare company which we believe is uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally.

With a mission to empower people worldwide to live healthier at every stage of life, Viatris provides access at scale, currently supplying high-quality medicines to approximately 1 billion patients around the world annually and touching all of life’s moments, from birth to the end of life, acute conditions to chronic diseases.

With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges, access takes on deep meaning at Viatris.

As discussed below, Viatris has entered into certain transactions, including the Pending Announced Divestitures.

As such,

For example, depending on certain factors – including decisions by Japanese regulatory and/or patent authorities – generic entry may occur for Amitiza® 24 μg in Japan prior to one of the patents relevant to Amitiza® expiring in April 2025.

In addition to the impact of competition, government pricing actions and other measures designed to reduce healthcare costs, our results of operations, cash flows and financial condition could also be affected by other risks of doing business internationally, including the impact of inflation, elections, geopolitical events, including the ongoing conflicts in the Middle East and between Russia and Ukraine and related trade controls, sanctions, supply chain and staffing challenges and other economic considerations, supply chain disruptions, foreign currency exchange fluctuations, public health epidemics, changes in intellectual property legal protections and other regulatory changes.

*Idorsia Acquisition*

On February 28, 2024, the Company announced that it will acquire the development programs and certain personnel related to selatogrel and cenerimod from Idorsia in exchange for an upfront payment to Idorsia of $350 million, potential development and regulatory milestone payments, and certain contingent payments of additional sales milestone payments and tiered sales royalties.

Viatris and Idorsia will both contribute to the development costs for both programs.

Viatris will have worldwide commercialization rights for both selatogrel and cenerimod (excluding, for cenerimod only, Japan, South Korea and certain countries in the Asia-Pacific region).

The agreements also provide Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline.

The closing of the transaction is subject to certain closing conditions.

*Divestitures*

On October 1, 2023, the Company announced it received an offer for the divestiture of its OTC Business, and entered into definitive agreements to divest its women’s healthcare business and, separately, in another transaction, its rights to two women’s healthcare products in certain countries, its API business in India and commercialization rights in the Upjohn Distributor Markets.

The transaction to divest the Company’s rights to two women’s healthcare products in certain countries (other than in the U.K., which remains subject to regulatory approval) closed in December 2023.

The divestitures of the commercialization rights in certain of the Upjohn Distributor Markets closed during 2023.

Additionally, we expect to consummate the divestiture of our women’s healthcare business and our API business in India by the end of the first quarter of 2024, and in January 2024, we exercised our option to accept the offer in the OTC Transaction and entered into a definitive transaction agreement with respect to such OTC Transaction.

We currently expect the OTC Transaction to close by mid-year 2024.

The transactions that have not yet closed remain subject to regulatory approvals, receipt of required consents and other

closing conditions, including, in the case of the API business divestiture, a financing condition.

During the year ended December 31, 2023, the Company repurchased approximately 21.2 million shares of common stock at a cost of approximately $250 million.

The Company announced that on February 26, 2024, its Board of Directors authorized a $1.0 billion increase to the Company’s previously announced $1.0 billion share repurchase program.

As a result, the Company’s share repurchase program now authorizes the repurchase of up to $2.0 billion of the Company’s shares of common stock.

The Company had repurchased a total of $500 million in shares through February 28, 2024 under the program.

The actions under the 2020 restructuring program were substantially completed during 2023.

Since the initiation of the 2020 restructuring program, the Company has incurred total pre-tax charges of approximately $1.4 billion through December 31, 2023.

| Net earnings | | | 54.7 | | | | | | 2,078.6 | | | | | | (2,023.9) | | | | | | | | |

2023 Compared to 2022

| Developed Markets | | | $ | 9,251.9 | | | | | $ | 9,768.9 | | | | | (5) | | % | | | | $ | (85.2) | | | | | $ | 9,166.6 | | | | | (6) | | % |

| Greater China | | | 2,160.4 | | | | | | 2,201.2 | | | | | | (2) | | % | | | | 87.1 | | | | | | 2,247.6 | | | | | | 2 | | % |

| JANZ | | | 1,424.5 | | | | | | 1,632.4 | | | | | | (13) | | % | | | | 96.2 | | | | | | 1,520.6 | | | | | | (7) | | % |

| Emerging Markets | | | 2,551.6 | | | | | | 2,615.6 | | | | | | (2) | | % | | | | 160.8 | | | | | | 2,712.4 | | | | | | 4 | | % |

| Other revenues (3) | | | 38.5 | | | | | | 44.6 | | | | | | NM | | | | | | (0.1) | | | | | | 38.4 | | | | | | NM | | |

Additionally, net sales decreased by approximately $629.5 million, or 4%, due to the inclusion of net sales in the prior year period related to divestitures that have closed during 2022 and 2023.

The most significant such impact related to the biosimilars business that was divested on November 29, 2022.

On a constant currency basis, net sales from the remaining business increased by approximately $17.0 million, or less than 1%, for the year ended December 31, 2023 compared to the prior year period as new product sales of approximately $451.3 million, primarily in the U.S. and Europe, offset the impact of base business erosion of approximately $434.3 million.

Net sales from Tyrvaya® totaled $41.7 million during the year ended December 31, 2023.

Explanatory Note

In accordance with *ASC 805, Business Combinations*, Mylan is considered the accounting acquirer of the Upjohn Business and all historical financial information of the Company prior to November 16, 2020 represents Mylan’s historical results and the Company’s thereafter.

Viatris is a global healthcare company formed in November 2020 whose mission is to empower people worldwide to live healthier at every stage of life, regardless of geography or circumstance.

Improving the ability of patients to gain access to sustainable and high-quality healthcare is our relentless pursuit.

One that rests on visionary thinking, determination and best-in-class capabilities that were strategically built to remove barriers across the health spectrum and advance access globally.

The Company operates approximately 40 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and APIs.

The loss of a tender by a third party to whom we supply API can also have a negative impact on our sales and profitability.

In addition to the upfront cash consideration, each Oyster Point stockholder received one non-tradeable contingent value right representing up to an additional $2 per share, or approximately $60 million in the aggregate, contingent upon Oyster Point achieving certain metrics based upon full year 2022 performance, which are expected to be determined by the end of the first quarter of 2023.

The Company had previously entered into a Master Development Agreement with Famy Life Sciences on December 20, 2019 to grant the Company rights with respect to acquiring certain pharmaceutical products and had additionally acquired shares representing approximately 13.5% equity interest in Famy Life Sciences for $25.0 million during the year ended December 31, 2020.

The accounting impact of the Oyster Point and Famy Life Sciences acquisitions and the results of the operations for Oyster Point and Famy Life Sciences will be included in our consolidated financial statements beginning in the first quarter of 2023.

*International Operations*

The ongoing conflict between Russia and Ukraine did not have a material impact on our business as the combined total revenues for both countries were approximately 1% of consolidated total revenues during the years ended December 31, 2022 and 2021.

However, trade controls, sanctions, supply chain and staffing challenges and other economic considerations related to the conflict have impacted our operations in these markets and may negatively impact our financial results in future periods.

In addition, a significant escalation or expansion of the conflict’s current scope may have a negative impact on our operations and financial results in future periods.

For a further discussion of the risks we encounter in our business, including the risks of conducting our business internationally, please refer to *Risk Factors in* Part I, Item 1A of this Form 10-K.

Under ASC 830, Foreign Currency Matters (“ASC 830”), a highly inflationary economy is one that has cumulative inflation of approximately 100% or more over a three-year period.

Effective April 1, 2022, we classified Turkey as highly inflationary and began to utilize the U.S. dollar as our functional currency in Turkey, which historically utilized the Turkish lira as the functional currency.

Application of the guidance in ASC 830 did not have a material impact on our consolidated financial statements for the year ended December 31, 2022.

The impacted net sales for the year ended December 31, 2022 and total assets at December 31, 2022 represented less than 1% of our consolidated net sales and total assets, respectively.

*Biocon Biologics Transaction*

On February 27, 2022, Viatris entered into a definitive agreement with Biocon Biologics to contribute its biosimilars portfolio to Biocon Biologics.

The transaction subsequently closed on November 29, 2022, creating what Viatris expects to be a unique fully vertically integrated global biosimilars leader.

Under the terms of the Biocon Agreement, Viatris received $3 billion in consideration in the form of a $2 billion cash payment, adjusted as set forth in the Biocon Agreement, and approximately $1 billion of CCPS representing a stake of approximately 12.9% (on a fully diluted basis) in Biocon Biologics.

Viatris also is entitled to $335 million of additional cash payments in 2024.

In addition, Viatris and Biocon Biologics have agreed to a closing working capital target of $250 million.

An amount of cash equal to all or a portion of the closing working capital target may become payable to Biocon Biologics in connection with certain events in the future, depending on the valuations attributable to such events.

Upon closing of the transaction, the Company recognized a gain on sale of approximately $1.75 billion and has not recognized the results of the business in its consolidated financial statements subsequent to November 29, 2022.

The term of the transition services agreement is generally up to two years.

Under the transition services agreement, Viatris is entitled to be reimbursed for its costs (subject to certain caps) plus a markup.

For the committed restructuring actions, the Company expects to incur total pre-tax charges of up to approximately $1.4 billion.

The remaining estimated cash costs of up to approximately $950 million are expected to be primarily related to severance and employee benefits expense, as well as other costs, including those related to contract terminations and other plant disposal costs.

In addition, management believes the potential annual savings related to these committed restructuring activities to be up to approximately $900 million once fully implemented, with most of these savings expected to improve operating cash flow.

*Impact of the Coronavirus Pandemic*

As a leading global pharmaceutical company, Viatris is committed to continue doing its part in support of public health needs amid the evolving COVID-19 pandemic.

The Company’s priorities remain protecting the health and safety of our workforce, continuing to produce critically needed medicines, deploying resources and expertise in the fight against COVID-19

through potential prevention and treatment efforts, supporting the communities in which we operate and maintaining the health of our overall business.

In addressing the COVID-19 pandemic and helping meet urgent global health needs, tens of thousands of dedicated Viatris employees across the world have worked to help ensure a stable supply of much needed treatments.

Because protecting the health and safety of our workforce remains paramount, we continue to align with government directives and the advice of relevant international, national and local health authorities at every Viatris facility around the world.

As a result, some of our customer facing field personnel continue on a remote engagement model to ensure continued support for healthcare professionals, patient care and access to needed products and we have continued to take extra precautions at our manufacturing facilities to protect our site personnel and operations.

All of our manufacturing facilities, and those of our key global partners, are currently operational and, at this time, we are not experiencing any significant disruptions.

As of December 31, [removed: 2022,] [added: 2023,] Viatris’ outstanding fixed rate borrowings consist principally of [removed: $18.41] [added: $17.33] billion notional amount of senior U.S. dollar and Euro notes.

As of December 31, [removed: 2022,] [added: 2023,] the fair value of our outstanding fixed rate senior U.S. dollar and Euro notes was approximately [removed: $15.36] [added: $15.25] billion.

As of December 31, [removed: 2022,] [added: 2023,] Viatris’ outstanding variable rate borrowings consist principally of borrowings under the Yen Term Loan Facility of [removed: $305.1] [added: $283.6] million.

A 100 basis point change in interest rates on Viatris’ variable rate [removed: debt, net of interest rate swaps,] [added: debt] would result in a change in interest expense of approximately [removed: $3.1] [added: $2.9] million per year.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the carrying value of these investments were approximately [removed: $1.09] [added: $1.14] billion and [removed: $81.4 million,] [added: $1.09 billion,] respectively.

A hypothetical 20 percent decline in the fair value of these investments would have decreased the carrying value and other [removed: (income) expense,] [added: income,] net by approximately [removed: $218.0] [added: $228.4] million at December 31, [removed: 2022.][added: 2023.]

Viatris’ [removed: seasoned] [added: executive] management team is focused on ensuring that the Company is optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers and other key stakeholders.

With a global workforce of approximately [removed: 37,000,] [added: 38,000,] the Company has industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise complemented by a strong commitment to quality and an unparalleled geographic footprint to deliver high-quality medicines to patients in more than 165 countries and territories.

[added: As of December 31, 2023,] Viatris’ portfolio [removed: comprises] [added: comprised] more than 1,400 approved molecules across a wide range of key therapeutic areas, including globally recognized iconic and key [removed: brands, generics,] [added: brands] and [removed: complex] generics, including [removed: biosimilars prior to] [added: complex products, and] the [removed: Biocon Biologics Transaction.][added: Company operated approximately 40 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and APIs.]

[removed: The Company operates] [added: As of December 31, 2023, Viatris operated] approximately 40 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and [removed: APIs.][added: APIs on five different continents.]

[removed: On] [added: Effective as of] November 16, 2020, [removed: Viatris, formerly known as] Upjohn, Mylan and Pfizer consummated the combination of Mylan with the Upjohn Business through a Reverse Morris Trust [removed: transaction.][added: transaction, Viatris became the parent entity of the combined Upjohn Business and Mylan business, and Upjohn changed its name to “Viatris Inc.”.]

As a result of the Combination, [removed: Viatris held the combined Upjohn Business and] Mylan [removed: business and Mylan] ceased to exist as a separate legal entity after merging with and into Mylan II B.V., an indirect wholly owned subsidiary of Viatris.

[added: Refer to Note 18 *Licensing and Other Partner Agreements* included in Part II,] Item 8 of this Form 10-K for more information.

[removed: By the end of 2022, the Company] [added: Biocon Biologics] had [removed: exited] substantially [added: exited] all transition services with [removed: Pfizer.][added: Viatris as of December 31, 2023.]

In addition, Viatris and Biocon Biologics have agreed to a closing working capital target of $250 [removed: million.][added: million, of which $220 million was paid during 2023.]

[removed: An] [added: The remaining] amount [removed: of cash equal to all or a portion of the closing working capital target] may become payable to Biocon Biologics in connection with certain events in the future, depending on the valuations attributable to such events.

[added: At the time of closing of the Biocon Biologics Transaction,] Viatris and Biocon Biologics also entered an agreement pursuant to which Viatris [removed: is] [added: was] providing commercialization and certain other transition services on behalf of Biocon Biologics, including billings, collections and the remittance of rebates, to ensure business continuity for patients, customers and colleagues.

[removed: This] [added: The divestiture of the women’s healthcare business is primarily related to our oral and injectable contraceptives and] does not include all of our women’s [removed: health care] [added: healthcare] related products; as an example, our Xulane® product in the U.S. is [removed: excluded; and][added: excluded.]

During the first quarter of 2023, the Company completed the acquisition of Oyster Point for approximately [removed: $425] [added: $427.4] million in cash, which [removed: includes] [added: included] $11 per share paid to Oyster Point stockholders through a tender [removed: offer] [added: offer, payment for vested share-based awards,] and the repayment of the [removed: principal amount of certain debt of] Oyster [removed: Point.][added: Point debt.]

Oyster Point is [removed: a commercial-stage biopharmaceutical company] focused on the discovery, development, and commercialization of first-in-class pharmaceutical therapies to treat ophthalmic diseases.

On November 7, 2022, the Company entered into a definitive agreement to acquire the remaining equity shares of Famy Life Sciences, a [removed: private-owned] [added: privately-owned] research company with a complementary portfolio of ophthalmology therapies under development, for [removed: a] consideration of $281 million.

Ophthalmology is one of the key therapeutic areas of focus [removed: that] [added: of] the [removed: Company announced in February 2022.][added: Company.]

With the combination of Viatris' global commercial footprint, R&D and regulatory capabilities and supply chain, along with Oyster Point's deep knowledge of the ophthalmology space from a clinical, medical, regulatory and commercial perspective—including [removed: a commercial asset, Tyrvaya®, for the treatment of dry eye disease—and] [added: Tyrvaya®—and] Famy Life Sciences' Phase III-ready pipeline, the Company believes it has the foundation to create a leading global ophthalmology franchise, accelerating efforts to address the unmet needs of patients with ophthalmic disease and the eye care professionals who treat them.

Unless otherwise indicated, industry data included in this Item 1 are sourced from IQVIA Holdings Inc. and are for the twelve months ended November [removed: 2022.][added: 2023 and Viatris product and other company data included in this Item 1 are from internal sources and are as of November 30, 2023.]

Mylan’s strategy then led to many acquisitions which [removed: have] played a significant role in the evolution of [removed: the] [added: that] company, including Matrix Laboratories Limited (2007); Merck KGaA’s generic and specialty pharmaceutical business (2007); the EPD Business (2015) and Meda AB (publ.) (2016).

[removed: At Viatris, we] [added: We] see healthcare not as it is, but as it should be.

We act courageously and [added: believe we] are uniquely positioned to be a source of stability in a world of evolving healthcare needs.

[removed: ][added: ]

[removed: Viatris provides high-quality, trusted medicines, regardless of geography or circumstance.] We are committed to improving access to high-quality medicines [removed: while] [added: and] working to ensure a reliable supply so patients can get the treatments they need, when and where they need them.

Our global portfolio, supported by our science, medical and manufacturing expertise, delivers global iconic and key brands, [removed: complex] generics, including [removed: biosimilars prior to the Biocon Biologics Transaction, generics] [added: complex products,] and OTC products.

It begins with our [removed: efforts] [added: ability] to sustainably deliver [removed: high-quality] [added: quality] medicines [removed: and health solutions at scale] to people, regardless of geography or circumstance.

[removed: As] [added: Viatris is] a [added: global] healthcare company [removed: born during a global pandemic, Viatris was formed] [added: which we believe is uniquely positioned] to bridge the traditional divide between generics and brands, [removed: aiming to combine] [added: combining] the best of [removed: both,] [added: both] to more holistically address healthcare needs globally.

With [added: what we believe is] an extensive portfolio of medicines to meet nearly every health need, a one-of-a-kind global supply chain designed to reach more people with health solutions when and where they need them, and the scientific expertise to address some of the world’s most enduring health challenges, access takes on deeper meaning at Viatris.

From our unique vantage point, we touch all of life’s moments, from birth to [added: the] end of life, acute conditions to chronic diseases.

While we intend to maintain our broad range of therapeutic areas, we have, as previously announced, identified three core, global therapeutic areas – [removed: ophthalmology (as evidenced by the Oyster Point and Famy Life Sciences’ acquisitions),] [added: ophthalmology,] gastrointestinal, and dermatology – that we believe particularly fit our own internal capabilities while leveraging our global platform.

[added: To overcome this global public health threat, patients] worldwide need a partner they can trust – one that not only believes everyone deserves good health, but also has the portfolio, experience and expertise to make this belief a reality.

In addition, we are working on many other programs, including the potential to be first to market for our generics of Abilify Maintena®, Injectafer®, Invega Trinza®, Ozempic®, [removed: Sandostin® LAR Depot,] Venofer® and Wegovy™.

Our goal is to enhance our proven scientific capabilities and current global platform, including our Global Healthcare Gateway®, [added: which allows partners] to [added: access our infrastructure and many established strengths to reach patients they may not have the resources to reach on their own, to] create a durable and higher-margin portfolio of products.

And that means further expanding beyond our current scope into more innovative products, including NCEs and [removed: global] 505(b)(2) products.

[removed: ][added: ]

Viatris is advancing sustainable operations and innovative solutions to improve patient [removed: health.] [added: health and support more resilient healthcare systems.] Viatris is committed to providing steady leadership in a world that is constantly evolving.

Our [removed: efforts to build a] responsive global network [removed: have] [added: has] helped us maintain a reliable supply of much needed medicines [removed: during the COVID-19 pandemic.][added: throughout times of significant volatility.]

We are committed to advancing responsible and sustainable operations and work diligently to minimize our environmental footprint across the Viatris [added: network while safeguarding access to medicine.]

- Diverse and differentiated global portfolio includes products in more than 10 major therapeutic areas, including both infectious diseases and NCDs and medicines that treat the top 10 [removed: of the WHO’s] leading causes of death [removed: globally.][added: globally, as determined by the WHO.]

[removed: ][added: ]

[removed: Through our Global Healthcare Gateway®—a platform that] [added: Our platform, which] allows [added: existing and new] partners to access our many established strengths to reach patients they may not have the resources to reach on their [removed: own—we connect] [added: own, connects] more people with even more products and services.

With a mission to empower people worldwide to live healthier at every stage of life, Viatris provides access at scale, currently supplying high-quality medicines to approximately 1 billion patients around the world annually and touching all of life’s moments, from birth to the end of life, acute conditions to chronic diseases.

With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges, access takes on deep meaning at Viatris.

As discussed below, Viatris has entered into certain transactions, including the Pending Announced Divestitures.

Viatris has announced various strategic initiatives, transactions and business arrangements, including our two-phased strategic vision.

In Phase 1 of this strategy, we have focused on stabilizing the base business, delivering on our pipeline, reducing debt, maintaining an investment grade credit rating and returning capital to shareholders.

The Company also entered into certain transactions in order to simplify its business, accelerate paydown of debt and unlock shareholder value, including the Biocon Biologics Transaction and the Announced Divestitures.

During Phase 2, the Company anticipates a period of renewed growth and leadership as it intends to move up the value chain by focusing on more complex and innovative products to build a more durable higher margin portfolio, while continuing to explore opportunities to unlock shareholder value.

On October 1, 2023, the Company announced it received an offer for the divestiture of its OTC Business, and entered into definitive agreements to divest its women’s healthcare business and, separately, in another transaction, its rights to two women’s healthcare products in certain countries, its API business in India and commercialization rights in the Upjohn Distributor Markets.

The transaction to divest the Company’s rights to two women’s healthcare products in certain countries (other than in the U.K., which remains subject to regulatory approval) closed in December 2023.

The divestitures of the commercialization rights in certain of the Upjohn Distributor Markets closed during 2023.

Additionally, we expect to consummate the divestiture of our women’s healthcare business and our API business in India by the end of the first quarter of 2024, and in January 2024, we exercised our option to accept the offer in the OTC Transaction and entered into a definitive transaction agreement with respect to such OTC Transaction.

We currently expect the OTC Transaction to close by mid-year 2024.

The transactions that have not yet closed remain subject to regulatory approvals, receipt of required consents and other closing conditions, including, in the case of the API business divestiture, a financing condition.

Under the terms of the agreements, Viatris expects to receive gross proceeds of up to approximately $2.17 billion for the OTC Business and up to approximately $1.4 billion for the remaining divestitures.

Upon closing of the divestitures of the women’s healthcare and API businesses, the Company expects to record gains for the differences between the expected consideration to be received and the carrying values of the businesses to be divested.

The OTC, API and women’s healthcare businesses are deemed businesses for U.S. GAAP accounting purposes.

As such, the assets and liabilities include an allocation of goodwill.

The sale of the rights to two women’s healthcare products in certain countries was accounted for as an asset sale.

In conjunction with these transactions, Viatris and the respective buyers have entered or will enter into various agreements to provide a framework for our relationship with the respective buyers after the closing of the divestitures, including TSAs, manufacturing and supply agreements, and distribution agreements, as necessary.

On February 28, 2024, the Company announced that it will acquire the development programs and certain personnel related to selatogrel and cenerimod from Idorsia in exchange for an upfront payment to Idorsia of $350 million, potential development and regulatory milestone payments, and certain contingent payments of additional sales milestone payments and tiered sales royalties.

Viatris and Idorsia will both contribute to the development costs for both programs.

Viatris will have worldwide commercialization rights for both selatogrel and cenerimod (excluding, for cenerimod only, Japan, South Korea and certain countries in the Asia-Pacific region).

The agreements also provide Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline.

The closing of the transaction is subject to certain closing conditions.

On November 29, 2022, Viatris completed the transaction to contribute its biosimilars portfolio to Biocon Biologics to create what it expects to be a vertically integrated global biosimilars leader.

Viatris is a new kind of healthcare company - a Next-Gen Hybrid Pharmaceutical Company with a relentless focus on delivering access at scale that has been built for the future of healthcare.

Our strength is in our diversity and in our mission to empower people worldwide to live healthier at every stage of life.

Our business and operating model is deliberately designed and implemented to deliver on our strategy to provide and sustain access to medicine at scale.

Underpinned by Viatris’ relevance and success in meeting evolving healthcare needs, we seek to create value for and together with our key stakeholders – the people who trust our medicines every day, the health systems who rely on us, the people who make up Viatris, our partners and the investors who believe in our ability to execute on our ambitious mission.

We are convinced that patients and systems around the world are best served by a healthcare company applying a well-rounded and long-term approach, maintaining viability while working to manage inherent risks and opportunities and continuously striving to advance sustainable operations and responsible practices in a focused way.

Viatris provides high-quality, trusted medicines, regardless of geography or circumstance. As noted above access is fundamental to our mission.

It is not an initiative; it is our business model, and it is personal.

We believe we are a company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally.

As discussed above, the Company has entered into a definitive agreement to divest its OTC Business.

In addition to the three therapeutic areas identified, we will continue to seek opportunities in other therapeutic areas that move the Company forward and leverage the strength of our internal capabilities and global platform.

As discussed above, the Company has entered into a definitive agreement to divest its API business in India.

Through our Global Healthcare Gateway®, we connect more people with even more products and services to advance access and health.

Ultimately, we know we are stronger together, working collaboratively and relentlessly across our company and with the broader global community, in pursuit of access.

As we intend to move up the value chain during Phase 2 of our two-phased strategic vision, we may enter into more financial commitments in connection with agreements with our collaboration partners that provide for certain services, as well as cross manufacturing, development and licensing arrangements.

For additional information, see Part I, Item 1A “Risk Factors - *We have a limited number of manufacturing facilities and certain third-party suppliers produce a substantial portion of our API and products, some of which require a highly exacting and complex manufacturing process.*” of this Form 10-K.

Viatris is a global healthcare company formed in November 2020 whose mission is to empower people worldwide to live healthier at every stage of life, regardless of geography or circumstance.

Improving the ability of patients to gain access to sustainable and high-quality healthcare is our relentless pursuit.

One that rests on visionary thinking, determination and best-in-class capabilities that were strategically built to remove barriers across the health spectrum and advance access globally.

In accordance with *ASC 805, Business Combinations*, Mylan is considered the accounting acquirer of the Upjohn Business and all historical financial information of the Company prior to November 16, 2020 represents Mylan’s historical results and the Company’s thereafter.

Refer to Note 4 *Acquisitions and Other Transactions* included in Part II.

Prior to the separation of the Upjohn Business from the remainder of Pfizer’s businesses, the legacy Upjohn Business historically received support services from Pfizer.

In connection with the Separation and Combination, Viatris entered into several agreements with Pfizer or its subsidiaries, including among others, transition services and the manufacturing and supply agreements, which in general provide for the performance of certain services or obligations by each of Pfizer and Viatris for the benefit of each other for initial transitional periods following the Combination.

In February 2022, the Company announced plans for certain strategic actions, anchored by a significant global reshaping initiative designed to unlock trapped value and provide the financial flexibility required to deliver on its vision.

The Company also announced that it had entered into a strategic transaction with Biocon Biologics to create what it expects to be a vertically integrated global biosimilars leader, as well as potential plans to divest other select assets no longer considered core to our future strategy to help reshape the Company.

On February 27, 2022, Viatris entered into a definitive agreement with Biocon Biologics to contribute its biosimilars portfolio to Biocon Biologics.

The transaction subsequently closed on November 29, 2022.

The term of the transition services agreement is generally up to two years.

Under the transition services agreement, Viatris is entitled to be reimbursed for its costs (subject to certain caps) plus a markup.

In November 2022, the Company provided an update on the strategic priorities announced in February 2022, including identifying the following businesses no longer considered core to its future strategy that the Company intends to divest:

- OTC;

- API (while retaining some selective development API capabilities);

- Women’s health care, primarily related to our oral and injectable contraceptives.

- Upjohn Distributor Markets.

In addition to the upfront cash consideration, each Oyster Point stockholder received one non-tradeable contingent value right representing up to an additional $2 per share, or approximately $60 million in the aggregate, contingent upon Oyster Point achieving certain metrics based upon full year 2022 performance, which are expected to be determined by the end of the first quarter of 2023.

The Company had previously entered into a Master Development Agreement with Famy Life Sciences on December 20, 2019 to grant the Company rights with respect to acquiring certain pharmaceutical products and had additionally acquired shares representing approximately 13.5% equity interest in Famy Life Sciences for $25.0 million during the year ended December 31, 2020.

The Eye Care division within the company will be led by former Oyster Point CEO, Jeff Nau Ph.D.

Viatris product and other company data included in this Item 1 are from internal sources and are as of November 30, 2022.

Effective as of November 16, 2020, Upjohn changed its name to “Viatris Inc.” and became the parent entity of the combined Upjohn Business and Mylan business.

Since the consummation of the Combination, the Viatris management team has been focused on ensuring that the Company is optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers and other stakeholders.

To overcome this global public health threat, patients

As previously mentioned, while we intend to maintain our broad range of therapeutic areas, we have identified three core, global therapeutic areas – ophthalmology, gastrointestinal and dermatology – that we believe particularly fit our own internal capabilities while leveraging our global platform.

Viatris operates approximately 40 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and APIs on five different continents.

network while safeguarding access to medicine.

As discussed above, our API business (other than some selective development API capabilities) is one of the assets we intend to divest.

This was evidenced by the fact the Oyster Point and Famy Life Sciences acquisitions were sourced through the Global Healthcare Gateway®.

Refer to Note 19 *Licensing and Other Partner Agreements* included in Part II.

Occasionally, however, resources we need are available from only a single supplier.

As a result, we supplement our production footprint through arrangements with other manufacturers.

We are committed to advancing sustainable operations and innovative solutions to improve patient health.

This means we focus on responsible conduct and have global policies and procedures to support our work.

Environmental and human health are interconnected, a relationship underscored by climate change and water stress.

We work systematically and diligently to minimize our environmental footprint while seeking to safeguard stable access to medicine.

During 2022, we also completed a climate scenario analysis to help us identify and manage risk and opportunities regarding climate impacts.

Item 7 of this Form 10-K for more information related to customer arrangements.

While Viatris intends to maintain its broad range of therapeutic areas, it has identified three core, global therapeutic areas – ophthalmology, gastrointestinal, dermatology — that it believes particularly fit its internal capabilities while leveraging its global platform.

For information regarding legal proceedings, refer to Note [removed: 20] [added: 19] *Litigation* included in Item 8 in Part II of this 10-K.

| | | | For the Fiscal Year Ended December 31, [removed: 2022] [added: 2023] | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $12,662,127,991.][added: $11,936,712,582.]

The number of shares of common stock outstanding, par value $0.01 per share, of the registrant as of February [removed: 21, 2023] [added: 22, 2024] was [removed: 1,196,813,959.][added: 1,187,569,149.]

For the Year Ended December 31, [removed: 2022][added: 2023]

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| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7434bb1a8ab040e887ebfe503bff36b7_100)] [added: Securities](#i0b0d5c23417c472eb84c46f5f45cb005_73)] | | | [removed: [49](#i7434bb1a8ab040e887ebfe503bff36b7_100)] [added: [52](#i0b0d5c23417c472eb84c46f5f45cb005_73)] | | |

| ITEM 6. | | | [removed: [\[Reserved\]](#i7434bb1a8ab040e887ebfe503bff36b7_103)] [added: [\[Reserved\]](#i0b0d5c23417c472eb84c46f5f45cb005_76)] | | | [removed: [50](#i7434bb1a8ab040e887ebfe503bff36b7_103)] [added: [53](#i0b0d5c23417c472eb84c46f5f45cb005_76)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7434bb1a8ab040e887ebfe503bff36b7_109)] [added: Operations](#i0b0d5c23417c472eb84c46f5f45cb005_82)] | | | [removed: [51](#i7434bb1a8ab040e887ebfe503bff36b7_109)] [added: [54](#i0b0d5c23417c472eb84c46f5f45cb005_82)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i7434bb1a8ab040e887ebfe503bff36b7_148)] [added: Risk](#i0b0d5c23417c472eb84c46f5f45cb005_121)] | | | [removed: [73](#i7434bb1a8ab040e887ebfe503bff36b7_148)] [added: [77](#i0b0d5c23417c472eb84c46f5f45cb005_121)] | | |

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| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7434bb1a8ab040e887ebfe503bff36b7_259)] [added: Disclosure](#i0b0d5c23417c472eb84c46f5f45cb005_220)] | | | [removed: [144](#i7434bb1a8ab040e887ebfe503bff36b7_259)] [added: [150](#i0b0d5c23417c472eb84c46f5f45cb005_220)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i7434bb1a8ab040e887ebfe503bff36b7_262)] [added: Procedures](#i0b0d5c23417c472eb84c46f5f45cb005_223)] | | | [removed: [144](#i7434bb1a8ab040e887ebfe503bff36b7_262)] [added: [150](#i0b0d5c23417c472eb84c46f5f45cb005_223)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i7434bb1a8ab040e887ebfe503bff36b7_265)] [added: Information](#i0b0d5c23417c472eb84c46f5f45cb005_226)] | | | [removed: [144](#i7434bb1a8ab040e887ebfe503bff36b7_265)] [added: [150](#i0b0d5c23417c472eb84c46f5f45cb005_226)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7434bb1a8ab040e887ebfe503bff36b7_268)] [added: Inspections](#i0b0d5c23417c472eb84c46f5f45cb005_229)] | | | [removed: [144](#i7434bb1a8ab040e887ebfe503bff36b7_268)] [added: [150](#i0b0d5c23417c472eb84c46f5f45cb005_229)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7434bb1a8ab040e887ebfe503bff36b7_274)] [added: Governance](#i0b0d5c23417c472eb84c46f5f45cb005_235)] | | | [removed: [145](#i7434bb1a8ab040e887ebfe503bff36b7_274)] [added: [151](#i0b0d5c23417c472eb84c46f5f45cb005_235)] | | |

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| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7434bb1a8ab040e887ebfe503bff36b7_280)] [added: Matters](#i0b0d5c23417c472eb84c46f5f45cb005_241)] | | | [removed: [145](#i7434bb1a8ab040e887ebfe503bff36b7_280)] [added: [151](#i0b0d5c23417c472eb84c46f5f45cb005_241)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7434bb1a8ab040e887ebfe503bff36b7_283)] [added: Independence](#i0b0d5c23417c472eb84c46f5f45cb005_244)] | | | [removed: [145](#i7434bb1a8ab040e887ebfe503bff36b7_283)] [added: [151](#i0b0d5c23417c472eb84c46f5f45cb005_244)] | | |

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Unless the context requires otherwise, references to “Viatris,” “the Company,” “we,” “us” or “our” in this [removed: 2022] [added: 2023] Form 10-K (defined below) refer to Viatris Inc. and its subsidiaries.

We also have used several other terms in this [removed: 2022] [added: 2023] Form 10-K, most of which are explained or defined below.

| [removed: 2020] Revolving Facility | | | The [added: $4.0 billion] revolving [removed: credit] facility [removed: available pursuant to the revolving credit agreement,] dated as of [removed: June 16, 2020,] [added: July 1, 2021,] by and among Viatris, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent [removed: and repaid in full in July 2021] | | |

| [removed: 2021 Revolving] [added: YEN Term Loan] Facility | | | The [removed: $4.0] [added: ¥40] billion [removed: revolving facility] [added: term loan agreement] dated as of July 1, 2021, [removed: by and] among Viatris, [removed: certain] [added: the guarantors from time to time party thereto, the] lenders [removed: and issuing banks] from time to time party thereto and [removed: Bank of America, N.A.,] [added: Mizuho Bank, Ltd.,] as administrative agent | | |

| Biocon Agreement | | | The transaction agreement between Viatris and Biocon Biologics, dated February 27, 2022, relating to the Biocon Biologics Transaction, as amended [removed: by that certain Amendment No. 1] [added: from time] to [removed: Transaction Agreement, dated November 28, 2022] [added: time] | | |

| clean energy investments | | | Used to define the three equity method investments the Company [removed: has] [added: had] in limited liability companies that [removed: own] [added: owned] refined coal production plants whose activities qualify for income tax credits under Section 45 of the Code | | |

| Form 10-K | | | This annual report on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] | | |

| Mylan Inc. U.S. Dollar Notes | | | The [removed: 4.200% Senior Notes due 2023, 3.125% Senior Notes due 2023,] 4.550% Senior Notes due 2028, 5.400% Senior Notes due 2043 and 5.200% Senior Notes due 2048 issued by Mylan Inc., which are fully and unconditionally guaranteed on a senior unsecured basis by Mylan II B.V., Viatris Inc. and Utah Acquisition Sub Inc. | | |

| Note Securitization Facility | | | The note securitization facility entered into in August [removed: 2022] [added: 2023] for borrowings up to $200 million and expiring in August [removed: 2023] [added: 2024] | | |

| [removed: PBM] [added: PBMs] | | | Pharmacy benefit managers | | |

| Registered Upjohn Notes | | | The [removed: 1.125% Senior Notes due 2022,] 1.650% Senior Notes due 2025, 2.300% Senior Notes due 2027, 2.700% Senior Notes due 2030, 3.850% Senior Notes due 2040 and 4.000% Senior Notes due 2050 originally issued on October 29, 2021 registered with the SEC in exchange for the corresponding Unregistered Upjohn U.S. Dollar Notes in a similar aggregate principal amount and with terms substantially identical to the corresponding Unregistered Upjohn U.S. Dollar Notes and fully and unconditionally guaranteed by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. | | |

| Unregistered Upjohn U.S. Dollar Notes | | | The [removed: 1.125% Senior Notes due 2022,] 1.650% Senior Notes due 2025, 2.300% Senior Notes due 2027, 2.700% Senior Notes due 2030, 3.850% Senior Notes due 2040 and 4.000% Senior Notes due 2050 originally issued on June 22, 2020 by Upjohn Inc. (now Viatris Inc.) in a private offering exempt from the registration requirements of the Securities Act and fully and unconditionally guaranteed by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. | | |

| Viatris Charter | | | Amended and restated certificate of incorporation of Viatris [removed: Inc.] [added: Inc., as amended] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| ITEM 1C. | | | [C](#i0b0d5c23417c472eb84c46f5f45cb005_2192)[ybersecurity](#i0b0d5c23417c472eb84c46f5f45cb005_2192) | | | [50](#i0b0d5c23417c472eb84c46f5f45cb005_2192) | | |

| [Signatures](#i0b0d5c23417c472eb84c46f5f45cb005_256) | | | | | | [161](#i0b0d5c23417c472eb84c46f5f45cb005_256) | | |

| AI | | | Artificial intelligence | | |

| Announced Divestitures | | | All of the following transactions: on October 1, 2023, Viatris announced it had received an offer for the divestiture of its OTC Business and had entered into definitive agreements to divest its women’s healthcare business and, separately, in another transaction, its rights to two women’s healthcare products in certain countries, its API business in India and commercialization rights in the Upjohn Distributor Markets | | |

| CAMT | | | U.S. corporate alternative minimum tax | | |

| CIRP | | | Cybersecurity Incident Response Plan | | |

| CIRT | | | Cybersecurity Incident Response Team | | |

| DEI | | | Diversity, equity, and inclusion | | |

| GA Depot | | | Long-acting glatiramer acetate depot product | | |

| Global Systemically Important Banks | | | Financial institutions that are considered systemically important by the Financial Stability Board | | |

| Idorsia | | | Idorsia Pharmaceuticals Ltd. | | |

| Mapi | | | Mapi Pharma Ltd. | | |

| OTC Business | | | Viatris’ OTC business that the Company has agreed to divest to Cooper Consumer Health SAS, including two manufacturing sites located in Merignac, France, and Confienza, Italy, and an R&D site in Monza, Italy. This excludes the Company’s rights for Viagra®, Dymista® (which, in certain limited markets, are sold as OTC products), and select OTC products in certain markets. | | |

| OTC Transaction | | | On October 1, 2023, Viatris announced it had received an offer for the divestiture of its OTC Business. | | |

| Pending Announced Divestitures | | | The remaining Announced Divestitures that have not been consummated | | |

| | | | | | |

| | | | | | |

| | | | | | |

| SOFR | | | Secured overnight financial rate | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Signatures](#i7434bb1a8ab040e887ebfe503bff36b7_295) | | | | | | [154](#i7434bb1a8ab040e887ebfe503bff36b7_295) | | |

| Aspen | | | Aspen Global Incorporated | | |

| BEAT | | | Base Erosion Anti-Abuse Tax | | |

| Biogen | | | Biogen MA Inc. and Biogen International GmbH, collectively | | |

| CARES Act | | | Coronavirus Aid, Relief, and Economic Security Act | | |

| CMA | | | Competition and Markets Authority | | |

| ERP system | | | Enterprise resource planning system | | |

| FKB | | | Fujifilm Kyowa Kirin Biologics Co. Ltd | | |

| FTC | | | U.S. Federal Trade Commission | | |

| GILTI | | | Global intangible low-taxed income | | |

| IPR | | | Inter Partes review | | |

| Mylan Securitization | | | Mylan Securitization LLC | | |

| NHI | | | National Health Insurance of Japan | | |

| NOLs | | | Net Operating Losses | | |

| PMS | | | Pharmascience Inc. | | |

| PPACA | | | Patient Protection and Affordable Care Act | | |

| PTAB | | | U.S. Patent Trial and Appeal Board | | |

| Restoration Plan | | | The Company’s 401(k) Restoration Plan | | |

| RSUs | | | The Company's unvested restricted stock unit awards | | |

| SDA | | | Separation and Distribution Agreement between Viatris and Pfizer, dated as of July 29, 2019, as amended from time to time | | |

| Tax Act | | | December 2017 U.S. Tax Cuts and Jobs Act | | |

| Upjohn Senior Notes | | | The Upjohn U.S. Dollar Notes together with the Upjohn Euro Notes | | |

| USD Term Loan Facility | | | The $600 million delayed draw term loan credit agreement, dated as of June 16, 2020 by and among Viatris, Mizuho Bank, Ltd. and MUFG Bank, Ltd., as administrative agent, and repaid in full in July 2021 | | |

| YEN Term Loan Facility | | | The ¥40 billion term loan agreement dated as of July 1, 2021, by and among Viatris, MUFG Bank, Ltd. and Mizuho Bank, Ltd., as administrative agent | | |

Viatris operates in a complex and rapidly changing environment that involves many potential risks, including IT and cybersecurity risks.

Risk management is an enterprise-wide objective and is subject to oversight by the Viatris Board and its committees.

It is the responsibility of Viatris’ management and employees to identify material risks to our business and to implement and administer risk management and mitigation processes and programs, while also maintaining reasonable flexibility in how we operate.

Our internal audit function coordinates cross functionally to periodically complete the Company’s enterprise risk assessment, including the identification of key and emerging risks, and reviews and refreshes this analysis quarterly with executive management.

For each key or emerging risk identified, the Company establishes risk monitoring ownership, evaluating risk mitigation opportunities and collecting quarterly updates for executive management and the Viatris Board’s Compliance and Risk Oversight Committee.

With respect to IT and cybersecurity risks, Viatris maintains an information security program that is aligned with the National Institute of Standards and Technology Cybersecurity Framework standards, and which is designed to identify, protect, detect, respond to and recover from cybersecurity threats.

Viatris’ information security program includes policies, procedures, cybersecurity awareness communications, testing, and training for employees (including mandatory training programs for system users), system monitoring, risk reduction, vulnerability and patch management and monitoring of external developments.

The information security team is responsible for defining and overseeing the execution of the Company’s information security program and strategy.

The Viatris IT team, led by the Chief Information Officer, is responsible for ongoing security operations such as maintaining firewalls and patch management.

In addition, the delivery of many information security programs relies on IT resources to execute the delivery and implementation of security solutions, such as end-point protection and end-of-life protocols.

The Company’s Chief Information Security Officer & Head of Global Security, under the direction of the Company’s Chief Compliance Officer, reports quarterly to the Risk Management Team, which includes the CEO, President, CFO, General Counsel, Chief Human Relations Officer, Head of Corporate Affairs, Regional Presidents, Chief Information Officer and Chief Compliance Officer, and the Viatris Board on the progress of the information security program and overall security status.

Viatris’ current Chief Information Security Officer & Head of Global Security has over 20 years of experience in information security within the pharmaceutical industry.

As part of this program, Viatris has adopted a Cybersecurity Incident Response Plan (referred to as CIRP) to establish a guide for Viatris’ leadership and incident response stakeholders through an “incident” (a single event or a set of anomalous and adverse “events” (for purposes of the CIRP, a change in a system or technology device that could impact the confidentiality, integrity, and availability of Viatris’ data and technology assets) caused by malicious intent or by accident impacting Viatris’ network, computing systems, or digital information).

The CIRP is managed by the information security team and is reviewed at least annually.

Viatris tests the CIRP through technical exercises at least semi-annually, reviews the CIRP with executive management annually, and periodically conducts executive tabletop exercises/scenarios.

The CIRP provides an overview of critical actions to take through the incident response lifecycle and contains a severity matrix used to guide the Company’s incident response stakeholders on communication and escalation protocols.

The severity of the incident guides the determination of the parties to whom the incident will be escalated, and the Company may decide to seek assistance from a third-party incident response vendor.

Viatris’ Cybersecurity Incident Response Team (referred to as CIRT) reports to the Chief Information Security Officer & Head of Global Security and has the role of investigating and executing incident protocols.

The CIRT is generally responsible for determining the potential impacts to the Company, including severity, notifying appropriate parties pursuant to the CIRP and determining whether to engage a third-party incident response vendor, among other responsibilities.

Critical and high severity incidents require the engagement of the senior leadership once such an incident is confirmed.

The Company’s Disclosure Controls and Procedures also require (i) the Company’s Information Security function to monitor and escalate, as appropriate, cybersecurity incidents or series of related incidents (including with respect to any third party provider to the Company of IT services) and (ii) the Disclosure Committee to determine, without unreasonable delay, the materiality of any such escalated cybersecurity incidents or series of related incidents with input from Global Compliance, Information Security, Legal, Finance and other groups, as appropriate.

The Company participates in several industry and third-party threat monitoring and information-sharing services, and these engagements provide insight into vulnerabilities and threats which are incorporated into the security operations scanning

as well as shared with the IT team for remediation.

Key aspects of the information security program are also provided by third-party managed security providers, including but not limited to first- and second-line support for incident response and the Company’s vulnerability assessment process.

Our suppliers, subcontractors and third-party service providers, including third-party managed security providers, are subject to cybersecurity obligations and controls.

We conduct initial risk assessments of third-party suppliers and service providers based on various factors and then review and monitor these third-party suppliers and service providers based on their relative assessed level of risk.

We also require our suppliers, subcontractors and third-party service providers to agree to cybersecurity-related contractual terms and conditions of purchase.

The Compliance and Risk Oversight Committee of the Viatris Board is responsible for reviewing management’s exercise of its responsibility to identify, assess, and manage material risks not allocated to the Viatris Board or another Committee of the Viatris Board, including data security programs and cybersecurity and IT.

In the event of a severe cybersecurity incident, such as a ransomware attack or other incident that has a severe adverse effect on Viatris’ operations, critical systems or sensitive data, or which may cause severe reputational damage, executive management may determine that is necessary to notify the Viatris Board or the Compliance and Risk Oversight Committee about such a cybersecurity incident immediately.

Otherwise, the Compliance and Risk Oversight Committee receives reports from executive management on data security, cybersecurity and information security-related matters on at least a quarterly basis, including with respect to related risks, risk management, risk reduction programs, and relevant legislative, regulatory, and technical developments.

On a biannual basis, the Compliance and Risk Oversight Committee and chairs of each other Committee of the Viatris Board receive an information security update from the Company’s Chief Information Security Officer & Head of Global Security, the Chief Compliance Officer and the Chief Information Officer.

The full Viatris Board receives a report on the respective quarterly discussions from the Chair of the Compliance and Risk Oversight Committee each quarter.

We and our suppliers, partners, customers and vendors have in the past and will likely continue to experience cybersecurity threats and incidents, including attacks on and compromises of our systems.

Although we do not believe such cybersecurity threats or incidents have had a significant impact on us to date, there is no guarantee that a future cybersecurity threat or incident will be detected and remediated to not have a material adverse impact on our business, reputation, financial conditions, cash flows or results of operations.

For additional information regarding how cybersecurity threats are reasonably likely to materially affect our business, financial condition, results of operations, cash flows, ability to pay dividends and/or stock price, see Part I, Item 1A “Risk Factors – “*We are increasingly dependent on IT and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.”* of this Form 10-K.

As of February [removed: 21, 2023,] [added: 22, 2024,] there were approximately [removed: 108,736] [added: 103,200] holders of record of shares of Viatris common stock.

The Company paid quarterly [added: cash] dividends of $0.12 per share on the Company’s issued and outstanding common stock on March 16, 2022, June 16, 2022, September 16, 2022 and December 16, 2022.

On February [removed: 24, 2023,] [added: 26, 2024,] the Company’s Board of Directors declared a quarterly cash dividend of $0.12 per share on the Company’s issued and outstanding common stock, which will be payable on March [removed: 17, 2023] [added: 18, 2024] to shareholders of record as of the close of business on March [removed: 9, 2023.][added: 11, 2024.]

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from November 16, 2020 to December 31, [removed: 2022.][added: 2023.]

[removed: ][added: jpg.jpg](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/vtrs-20231231_g4.jpg)]

| | | | November 16, 2020 | | | | | | December 31, 2020 | | | | | | December 31, 2021 | | | | | | December 31, 2022 | | | [added: | | | December 31, 2023 | | |]

| S&P 500 | | | 100.00 | | | | | | 115.21 | | | | | | 148.28 | | | | | | 121.43 | | | [added: | | | 153.35 | | |]

| Dow Jones U.S. Pharmaceuticals | | | 100.00 | | | | | | [removed: 113.12] [added: 104.70] | | | | | | [removed: 141.38] [added: 130.85] | | | | | | [removed: 152.44] [added: 141.10] | | | [added: | | | 141.08 | | |]

The Company paid quarterly cash dividends of $0.12 per share on the Company’s issued and outstanding common stock on March 17, 2023, June 16, 2023, September 15, 2023 and December 15, 2023.

The historical share price data has been revised to reflect updated source information.

The revisions are not significant to previously reported amounts.

![Stock Performance Chart JPEG 2023 v3.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Viatris Inc. | | | 100.00 | | | | | | 119.67 | | | | | | 88.40 | | | | | | 75.78 | | | | | | 77.34 | | |

The Company did not pay any dividends in 2020.

Upon consummation of the Combination, Pfizer stockholders received approximately 0.124079 shares of Viatris common stock for every one share of Pfizer common stock held as of the close of business on the record date (which was November 13, 2020).

Former Mylan ordinary shareholders received one share of Viatris common stock for every one share of Mylan ordinary share held.

* $100 invested on November 16, 2020 in stock or October 31, 2020 in index, including reinvestment of dividends.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Viatris Inc. | | | 100.00 | | | | | | 118.20 | | | | | | 87.32 | | | | | | 74.84 | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i7434bb1a8ab040e887ebfe503bff36b7_154)] [added: Reporting](#i0b0d5c23417c472eb84c46f5f45cb005_127)] | | | [removed: [76](#i7434bb1a8ab040e887ebfe503bff36b7_154)] [added: [80](#i0b0d5c23417c472eb84c46f5f45cb005_127)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i7434bb1a8ab040e887ebfe503bff36b7_157)] [added: Firm](#i0b0d5c23417c472eb84c46f5f45cb005_130)] (PCAOB ID No. 34) | | | [removed: [77](#i7434bb1a8ab040e887ebfe503bff36b7_157)] [added: [81](#i0b0d5c23417c472eb84c46f5f45cb005_130)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i7434bb1a8ab040e887ebfe503bff36b7_163)[2](#i7434bb1a8ab040e887ebfe503bff36b7_163)] [added: 202](#i0b0d5c23417c472eb84c46f5f45cb005_136)[3](#i0b0d5c23417c472eb84c46f5f45cb005_136)] [and [removed: 20](#i7434bb1a8ab040e887ebfe503bff36b7_163)[21](#i7434bb1a8ab040e887ebfe503bff36b7_163)] [added: 20](#i0b0d5c23417c472eb84c46f5f45cb005_136)[2](#i0b0d5c23417c472eb84c46f5f45cb005_136)[2](#i0b0d5c23417c472eb84c46f5f45cb005_136)] | | | [removed: [81](#i7434bb1a8ab040e887ebfe503bff36b7_163)] [added: [85](#i0b0d5c23417c472eb84c46f5f45cb005_136)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 202](#i7434bb1a8ab040e887ebfe503bff36b7_166)[2](#i7434bb1a8ab040e887ebfe503bff36b7_166)[, 202](#i7434bb1a8ab040e887ebfe503bff36b7_166)[1](#i7434bb1a8ab040e887ebfe503bff36b7_166)] [added: 202](#i0b0d5c23417c472eb84c46f5f45cb005_139)[3](#i0b0d5c23417c472eb84c46f5f45cb005_139)[, 202](#i0b0d5c23417c472eb84c46f5f45cb005_139)[2](#i0b0d5c23417c472eb84c46f5f45cb005_139)] [and [removed: 2](#i7434bb1a8ab040e887ebfe503bff36b7_166)[021](#i7434bb1a8ab040e887ebfe503bff36b7_166)] [added: 2021](#i0b0d5c23417c472eb84c46f5f45cb005_139)] | | | [removed: [82](#i7434bb1a8ab040e887ebfe503bff36b7_166)] [added: [86](#i0b0d5c23417c472eb84c46f5f45cb005_139)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i7434bb1a8ab040e887ebfe503bff36b7_169) [Earnings](#i7434bb1a8ab040e887ebfe503bff36b7_169) [(Loss)](#i7434bb1a8ab040e887ebfe503bff36b7_169) [for] [added: Comprehensive Earnings (Loss) for] the Years Ended December 31, [removed: 202](#i7434bb1a8ab040e887ebfe503bff36b7_169)[2](#i7434bb1a8ab040e887ebfe503bff36b7_169)[, 202](#i7434bb1a8ab040e887ebfe503bff36b7_169)[1](#i7434bb1a8ab040e887ebfe503bff36b7_169)] [added: 202](#i0b0d5c23417c472eb84c46f5f45cb005_142)[3](#i0b0d5c23417c472eb84c46f5f45cb005_142)[, 202](#i0b0d5c23417c472eb84c46f5f45cb005_142)[2](#i0b0d5c23417c472eb84c46f5f45cb005_142)] [and [removed: 2](#i7434bb1a8ab040e887ebfe503bff36b7_169)[02](#i7434bb1a8ab040e887ebfe503bff36b7_169)[0](#i7434bb1a8ab040e887ebfe503bff36b7_169)] [added: 20](#i0b0d5c23417c472eb84c46f5f45cb005_142)[21](#i0b0d5c23417c472eb84c46f5f45cb005_142)] | | | [removed: [83](#i7434bb1a8ab040e887ebfe503bff36b7_169)] [added: [87](#i0b0d5c23417c472eb84c46f5f45cb005_142)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 202](#i7434bb1a8ab040e887ebfe503bff36b7_172)[2](#i7434bb1a8ab040e887ebfe503bff36b7_172)[, 202](#i7434bb1a8ab040e887ebfe503bff36b7_172)[1](#i7434bb1a8ab040e887ebfe503bff36b7_172)] [added: 202](#i0b0d5c23417c472eb84c46f5f45cb005_145)[3](#i0b0d5c23417c472eb84c46f5f45cb005_145)[, 202](#i0b0d5c23417c472eb84c46f5f45cb005_145)[2](#i0b0d5c23417c472eb84c46f5f45cb005_145)] [and [removed: 20](#i7434bb1a8ab040e887ebfe503bff36b7_172)[20](#i7434bb1a8ab040e887ebfe503bff36b7_172)] [added: 20](#i0b0d5c23417c472eb84c46f5f45cb005_145)[21](#i0b0d5c23417c472eb84c46f5f45cb005_145)] | | | [removed: [84](#i7434bb1a8ab040e887ebfe503bff36b7_172)] [added: [88](#i0b0d5c23417c472eb84c46f5f45cb005_145)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 202](#i7434bb1a8ab040e887ebfe503bff36b7_175)[2](#i7434bb1a8ab040e887ebfe503bff36b7_175)[, 202](#i7434bb1a8ab040e887ebfe503bff36b7_175)[1](#i7434bb1a8ab040e887ebfe503bff36b7_175)] [added: 202](#i0b0d5c23417c472eb84c46f5f45cb005_148)[3](#i0b0d5c23417c472eb84c46f5f45cb005_148)[, 202](#i0b0d5c23417c472eb84c46f5f45cb005_148)[2](#i0b0d5c23417c472eb84c46f5f45cb005_148)] [and [removed: 20](#i7434bb1a8ab040e887ebfe503bff36b7_175)[20](#i7434bb1a8ab040e887ebfe503bff36b7_175)] [added: 20](#i0b0d5c23417c472eb84c46f5f45cb005_148)[21](#i0b0d5c23417c472eb84c46f5f45cb005_148)] | | | [removed: [85](#i7434bb1a8ab040e887ebfe503bff36b7_175)] [added: [89](#i0b0d5c23417c472eb84c46f5f45cb005_148)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7434bb1a8ab040e887ebfe503bff36b7_178)] [added: Statements](#i0b0d5c23417c472eb84c46f5f45cb005_151)] | | | [removed: [86](#i7434bb1a8ab040e887ebfe503bff36b7_178)] [added: [90](#i0b0d5c23417c472eb84c46f5f45cb005_151)] | | |

As a result of this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based on the criteria in *Internal Control - Integrated Framework (2013)* issued by COSO.

Deloitte & Touche LLP’s opinion on the Company’s internal control over financial reporting appears on page [removed: 80] [added: 84] of this Annual Report on Form 10-K.

We have audited the accompanying consolidated balance sheets of Viatris Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 27, 2023,] [added: 28, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Goodwill – Viatris Inc. [removed: Europe] [added: Europe, JANZ,] and [removed: JANZ] [added: Emerging Markets] Reporting Units – Refer to Note [removed: 9] [added: 8] to the financial statements.

The Company performed an [removed: interim and] annual goodwill impairment test as of [removed: March 31, 2022 and] April 1, [removed: 2022, respectively.][added: 2023.]

As of [removed: March 31, 2022 and] April 1, [removed: 2022,] [added: 2023,] the Company had [removed: $11.95] [added: approximately $10.6] billion of consolidated goodwill, [removed: $4.95] [added: $4.47 billion, $1.34] billion and [removed: $0.78] [added: $0.68] billion of which was allocated to [removed: the Viatris Inc. Europe] [added: its Europe, Emerging Markets] and JANZ reporting units, respectively.

The Company performed its valuation analysis, using [removed: both income and market-based approaches,] [added: an income-based approach,] to determine the fair value of its [removed: Europe] [added: Europe, Emerging Markets] and JANZ reporting units.

These estimates and assumptions, utilizing Level 3 valuation inputs, primarily include, but are not limited to, [removed: market multiples, control premiums,] discount rates, terminal growth rates, operating income before depreciation and amortization, and capital expenditures forecasts.

[removed: The fair values of the Europe and the JANZ reporting units] exceeded their carrying values by approximately [removed: $0.8] [added: $0.54] billion, or [removed: 5.3%,] [added: 3.9%, $0.51 billion, or 7.7%,] and [removed: $0.23] [added: $0.15] billion, or [removed: 7.4%,] [added: 5.5%,] respectively, as of [removed: March 31, 2022 and] April 1, [removed: 2022] [added: 2023] and, therefore, no impairments were recognized.

Given that the [removed: Europe] [added: Europe, Emerging Markets,] and JANZ reporting unit’s revenues are sensitive to changes in consumer demand, the approval of new product launches, the expansion of existing products into new jurisdictions (which have differentiated distribution and commercialization models throughout the regions), and the impact of business development activity, auditing management’s judgments regarding forecasts of future revenues, and the selection of the discount rates and terminal growth rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the forecasts of future revenues (“forecasts”), and the selection of the discount rates and terminal growth rates for the [removed: Europe] [added: Europe, Emerging Markets,] and the JANZ reporting units included the following procedures, among others:

- We evaluated management’s ability to accurately forecast future revenues of the [removed: Europe] [added: Europe, Emerging Markets,] and JANZ reporting units by comparing actual results to management’s historical forecasts.

The returns reserve at MPI represents a significant component of the global sales returns reserve as of December 31, [removed: 2022.][added: 2023.]

Our audit procedures related to the Net Revenue Provisions – Sales Returns [removed: accrual] [added: Accrual at MPI] included the following, among others:

We have audited the internal control over financial reporting of Viatris, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 27, 2023,] [added: 28, 2024,] expressed an unqualified opinion on those financial statements.

| [added: (In millions)] | | | December 31, [added: 2023 | | | | | | December 31,] 2022 | | | | | | December 31, 2021 | | |

| Cash and cash equivalents | | | $ | [added: 991.9 | | | | | $ |] 1,259.9 | | | | | $ | 701.2 | |

| Accounts receivable, net | | | [removed: 3,814.5] [added: 3,700.4] | | | | | | [removed: 4,266.4] [added: 3,814.5] | | |

| Inventories | | | [removed: 3,519.5] [added: 3,469.7] | | | | | | [removed: 3,977.7] [added: 3,519.5] | | |

| Prepaid expenses and other current assets | | | [removed: 1,811.2] [added: 2,028.1] | | | | | | [removed: 1,957.6] [added: 1,811.2] | | |

| Assets held for sale | | | [removed: 230.3] [added: 2,786.0] | | | | | | [removed: —] [added: 230.3] | | |

| Total current assets | | | [removed: 10,635.4] [added: 12,976.1] | | | | | | [removed: 10,902.9] [added: 10,635.4] | | |

| Property, plant and equipment, net | | | [removed: 3,024.5] [added: 2,759.6] | | | | | | [removed: 3,188.6] [added: 3,024.5] | | |

| Intangible assets, net | | | [removed: 22,607.1] [added: 19,181.1] | | | | | | [removed: 26,134.2] [added: 22,607.1] | | |

| Goodwill | | | [removed: 10,425.8] [added: 9,867.1] | | | | | | [removed: 12,113.7] [added: 10,425.8] | | |

| Deferred income tax benefit | | | [removed: 925.9] [added: 692.9] | | | | | | [removed: 1,332.7] [added: 925.9] | | |

| Other assets | | | [removed: 2,403.5] [added: 2,208.7] | | | | | | [removed: 1,170.7] [added: 2,403.5] | | |

| Total assets | | | $ | [removed: 50,022.2] [added: 47,685.5] | | | | | $ | [removed: 54,842.8] [added: 50,022.2] | |

The fair values of the Europe, Emerging Markets and the JANZ reporting units

February 28, 2024

February 28, 2024

| Liabilities held for sale | | | 275.1 | | | | | | — | | |

| | | | 20,719.2 | | | | | | 21,072.3 | | |

| Less: Treasury stock — at cost | | | | | | | | | | | |

| Common stock shares: 21,239,521 as of December 31, 2023 | | | 251.8 | | | | | | — | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common stock repurchase | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,239,521 | | | | | | (251.8) | | | | | | — | | | | | | | | | | | | (251.8) | | | | | |

| Issuance of common stock | | | 309,219 | | | | | | — | | | | | | 3.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3.1 | | | | | |

| Cash dividends declared, $0.48 per common share | | | — | | | | | | — | | | | | | — | | | | | | (590.6) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (590.6) | | | | | |

| Other | | | — | | | | | | — | | | | | | 6.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 6.1 | | | | | |

| Balance at December 31, 2023 | | | 1,221,994,491 | | | | | | $ | 12.2 | | | | | $ | 18,814.7 | | | | | $ | 4,639.7 | | | | | 21,239,521 | | | | | | $ | (251.8) | | | | | $ | (2,747.4) | | | | | | | | | | | $ | 20,467.4 | | | | |

| Purchase of common stock | | | (250.0) | | | | | | — | | | | | | — | | |

Viatris is a global healthcare company which we believe is uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally.

With a mission to empower people worldwide to live healthier at every stage of life, Viatris provides access at scale, supplying high-quality medicines to patients around the world and touching all of life’s moments, from birth to the end of life, acute conditions to chronic diseases.

With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges, access takes on deep meaning at Viatris.

Viatris records contingent consideration assets resulting from divestitures when the contingent consideration is resolved.

Any resulting goodwill impairment is recorded within SG&A.

R&D expense consists of costs incurred in performing research and development activities, including but not limited to, compensation and benefits, facilities and overhead expense, clinical trial expense and fees paid to contract research organizations.

Acquired IPR&D. Acquired IPR&D expense includes the initial cost of externally developed IPR&D projects, acquired directly in a transaction other than a business combination, that do not have an alternative future use.

Additionally, the related milestone payment obligations that are incurred prior to regulatory approval of the compound are recorded as acquired IPR&D expense when the event triggering the obligation to pay the milestone occurs.

| Net earnings (loss) attributable to Viatris Inc. common shareholders | | | $ | 54.7 | | | | | $ | 2,078.6 | | | | | $ | (1,269.1) | |

| Weighted average shares outstanding | | | 1,200.3 | | | | | | 1,212.1 | | | | | | 1,208.8 | | |

The Company paid quarterly cash dividends of $0.12 per share on the Company’s issued and outstanding common stock on March 17, 2023, June 16, 2023, September 15, 2023 and December 15, 2023.

During the year ended December 31, 2023, the Company repurchased approximately 21.2 million shares of common stock at a cost of approximately $250 million.

The Company announced that on February 26, 2024, its Board of Directors authorized a $1.0 billion increase to the Company’s previously announced $1.0 billion share repurchase program.

As a result, the Company’s share repurchase program now authorizes the repurchase of up to $2.0 billion of the Company’s shares of common stock.

The Company had repurchased a total of $500 million in shares through February 28, 2024 under the program.

We adopted this ASU effective January 1, 2023, with the exception of the amendment on rollforward information, which will be adopted in our fiscal year beginning on January 1, 2024 as set forth in ASU 2022-04.

The adoption of ASU 2022-04 did not affect the Company’s financial condition, results of operations or cash flows as the guidance only requires additional disclosures.

We adopted this ASU effective January 1, 2023.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU 2023-07”), which includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* (“ASU 2023-09”), which requires expanded income tax disclosures, including greater disaggregation of information in the effective tax rate reconciliation and of income taxes paid.

| Brands | | | 5,239.0 | | | | | | 2,152.1 | | | | | | 782.9 | | | | | | 1,626.5 | | | | | | 9,800.5 | | |

| Generics | | | 4,012.9 | | | | | | 8.3 | | | | | | 641.6 | | | | | | 925.1 | | | | | | 5,587.9 | | |

February 27, 2023

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Short-term borrowings | | | — | | | | | | 1,493.0 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2019 | | | 540,746,871 | | | | | | $ | 6.1 | | | | | $ | 8,643.5 | | | | | $ | 6,031.1 | | | | | 24,598,074 | | | | | | $ | (999.7) | | | | | $ | (1,797.2) | | | | | | | | | | | $ | 11,883.8 | | | | |

| Exchange of Mylan N.V. ordinary shares for Viatris Inc. common stock | | | (541,619,673) | | | | | | (6.1) | | | | | | 6.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | |

| Issuance of common stock to Mylan N.V. shareholders | | | 541,619,673 | | | | | | 5.2 | | | | | | (5.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | |

| Issuance of common stock for the Combination | | | 689,874,045 | | | | | | 6.9 | | | | | | 10,720.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 10,727.5 | | | | | |

| Retirement of Mylan N.V. treasury stock, net | | | (24,598,074) | | | | | | — | | | | | | (999.7) | | | | | | — | | | | | | (24,598,074) | | | | | | 999.7 | | | | | | — | | | | | | | | | | | | — | | | | | |

__________________

(1) Ordinary Shares prior to November 16, 2020.

| Proceeds from exercise of stock options | | | — | | | | | | — | | | | | | 0.6 | | |

| Non-cash transactions: | | | | | | | | | | | | | | | | | |

| Common stock issued for the Combination | | | $ | — | | | | | $ | — | | | | | $ | 10,727.5 | |

Viatris is a global healthcare company formed in November 2020 whose mission is to empower people worldwide to live healthier at every stage of life, regardless of geography or circumstance.

Improving the ability of patients to gain access to sustainable and high-quality healthcare is our relentless pursuit.

One that rests on visionary thinking, determination and best-in-class capabilities that were strategically built to remove barriers across the health spectrum and advance access globally.

The Company operates approximately 40 manufacturing sites worldwide that produce oral solid doses, injectables, complex dosage forms and APIs.

Upfront and milestone-related charges in connection with collaboration and licensing arrangements made prior to regulatory approval of a development product that were previously presented in *Research and Development* are now presented in *Acquired IPR&D* in the consolidated statements of operations.

In accordance with *ASC 805, Business Combinations*, Mylan is considered the accounting acquirer of the Upjohn Business and all historical financial information of the Company prior to November 16, 2020 represents Mylan’s historical results and the Company’s thereafter.

The impacted net sales for the year ended December 31, 2022 and total assets at December 31, 2022 represented less than 1% of our consolidated net sales and total assets, respectively.

For divestitures of businesses, including divestitures of products that qualify as a business, the Company allocates the relative fair value of goodwill associated with the businesses in the determining the gain or loss on sale.

The weighted average shares outstanding used in the computation of earnings per share for the year ended December 31, 2020 includes the effect of the 689.9 million shares issued for the closing of the Combination.

In November 2021, the FASB issued Accounting Standards Update 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance* (“ASU 2021-10”), which requires entities to provide annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.

We adopted the ASU prospectively on January 1, 2022.

| Complex Gx and Biosimilars | | | 1,218.0 | | | | | | 0.6 | | | | | | 44.1 | | | | | | 50.7 | | | | | | 1,313.4 | | |

| Generics | | | 3,390.5 | | | | | | 9.9 | | | | | | 665.7 | | | | | | 949.0 | | | | | | 5,015.1 | | |

| Complex Gx and Biosimilars | | | 1,241.6 | | | | | | 0.2 | | | | | | 46.5 | | | | | | 53.8 | | | | | | 1,342.1 | | |

| Generics | | | 3,427.9 | | | | | | 4.8 | | | | | | 783.8 | | | | | | 1,413.7 | | | | | | 5,630.2 | | |

| Brands | | | 3,920.7 | | | | | | 253.9 | | | | | | 617.0 | | | | | | 443.3 | | | | | | 5,234.9 | | |

| Complex Gx and Biosimilars | | | 1,202.6 | | | | | | 0.7 | | | | | | 42.8 | | | | | | 49.4 | | | | | | 1,295.5 | | |

| Generics | | | 3,387.6 | | | | | | 5.3 | | | | | | 535.5 | | | | | | 1,361.1 | | | | | | 5,289.5 | | |

| Total Viatris | | | $ | 8,510.9 | | | | | $ | 259.9 | | | | | $ | 1,195.3 | | | | | $ | 1,853.8 | | | | | $ | 11,819.9 | |

(d)Amounts for the year ended December 31, 2020 are not presented due to the significance of products acquired as part of the Combination.

| Chargebacks | | | $ | 591.7 | | | | | $ | 6,192.2 | | | | | $ | (53.4) | | | | | $ | (6,205.6) | | | | | $ | (1.5) | | | | | $ | 523.4 | |

| Returns | | | 686.8 | | | | | | 296.7 | | | | | | (16.0) | | | | | | (447.6) | | | | | | (6.5) | | | | | | 513.4 | | |

| Governmental rebate programs | | | 399.2 | | | | | | 608.9 | | | | | | (34.1) | | | | | | (602.4) | | | | | | (5.1) | | | | | | 366.5 | | |

| Total | | | $ | 3,050.7 | | | | | $ | 11,444.0 | | | | | $ | (318.6) | | | | | $ | (11,433.1) | | | | | $ | (55.5) | | | | | $ | 2,687.5 | |

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]

Management [added: has not] identified [removed: the following change] [added: any changes] in the Company’s internal control over financial reporting (“ICFR”) that occurred during the [added: fourth] quarter [added: of 2023] that [removed: has] [added: have] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, the Company’s ICFR.

Management’s Report on [removed: Internal Control over Financial Reporting] [added: ICFR] is on page [removed: 76,] [added: 80,] which is incorporated herein by reference.

The effectiveness of the Company’s [removed: internal control over financial reporting] [added: ICFR] as of December 31, [removed: 2022] [added: 2023] has been audited by Deloitte & Touche LLP (PCAOB ID No. 34), an independent registered public accounting firm, as stated in their report on page [removed: 80,] [added: 84,] which is incorporated herein by reference.

During the quarter ended December 31, 2022, the Company substantially completed its transition of certain support services from Pfizer, as well as certain subsidiaries, to a new ERP system.

The Company has modified and implemented new controls and procedures relating to its business and financial processes throughout the transition period.

While the Company believes that this new system and the related changes to internal controls will ultimately strengthen its ICFR, there are inherent risks in implementing any new ERP system and the Company will continue to evaluate and monitor the effectiveness of the related controls in subsequent periods.

*Trading Arrangements*

On November 28, 2023, JoEllen Lyons Dillon, a director of the Company, adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

The plan provides for the sale of up to 20,000 shares of the Company’s common stock until all such shares are sold or March 4, 2025, whichever comes first.

None.

The following table shows information about the securities authorized for issuance under Viatris’ equity compensation plans as of December 31, [removed: 2022:][added: 2023:]

| Equity compensation plans approved by security holders | | | 35,256,116 | | | | | | $ | 14.29 | | | | | 29,265,309 | | |

| Total | | | 35,256,116 | | | | | | $ | 14.29 | | | | | 29,265,309 | | |

| Equity compensation plans approved by security holders | | | 31,721,568 | | | | | | $ | 15.56 | | | | | 43,297,637 | | |

| Total | | | 31,721,568 | | | | | | $ | 15.56 | | | | | 43,297,637 | | |

| Description | | | Beginning Balance | | | | | | Additions Charged to Costs and Expenses | | | | | | Additions Charged to Other Accounts (1) | | | | | | Deductions [added: (2)] | | | | | | Ending Balance | | |

| [2.2(b)](http://www.sec.gov/Archives/edgar/data/0001623613/000162361320000018/mylex2120200331-10q.htm) | | | | | | Amendment No. 1, dated as of February 18, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed by Mylan N.V. as Exhibit 2.1 to [removed: the] Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference. | | |

| [3.1(b)](http://www.sec.gov/Archives/edgar/data/1792044/000119312520298226/d56774dex33.htm) | | | | | | Certificate of Amendment [removed: to the] [added: of] Amended and Restated Certificate of Incorporation of Upjohn Inc., effective as of November 16, 2020, filed as Exhibit 3.3 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_32-vtrsx20201231x10k.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1792044/000119312523296654/d662898dex31.htm)] | | | | | | Amended and Restated Bylaws of Viatris Inc., effective as of [removed: November 16, 2020,] [added: December 15, 2023,] filed as Exhibit [removed: 3.2] [added: 3.1] to [added: the Report on] Form [removed: 10-K for] [added: 8-K filed by Viatris Inc. with] the [removed: fiscal year ended] [added: SEC on] December [removed: 31, 2020,] [added: 15, 2023,] and incorporated herein by reference. | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_410-vtrsx20201231x10k.htm)] [added: [10.1(c)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101c-vtrsx20201231x10xk.htm)] | | | | | | [removed: Description of Viatris Inc. Securities Registered Under Section 12] [added: Form] of [added: Retention Restricted Stock Unit Award Agreement under] the [removed: Exchange Act,] [added: Viatris 2020 Stock Incentive Plan,] filed [added: by Viatris Inc.] as Exhibit [removed: 4.10] [added: 10.1(c)] to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by [removed: reference.] [added: reference.*] | | |

| [10.1(b)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101b-vtrsx20201231x10xk.htm) | | | | | | Form of Make-Whole Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan, filed [added: by Viatris Inc.] as Exhibit 10.1(b) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.1(c)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101c-vtrsx20201231x10xk.htm)] [added: [10.1(d)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101d-vtrsx20201231x10xk.htm)] | | | | | | Form of [removed: Retention] Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive [removed: Plan,] [added: Plan for Michael Goettler and Sanjeev Narula,] filed [added: by Viatris Inc.] as Exhibit [removed: 10.1(c)] [added: 10.1(d)] to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.1(d)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101d-vtrsx20201231x10xk.htm)] [added: [10.1(e)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101e-vtrsx20201231x10xk.htm)] | | | | | | [removed: Form of] [added: Value Creation Incentive Award Performance-Based] Restricted Stock Unit Award Agreement [added: for Robert J. Coury] under the Viatris [added: Inc.] 2020 Stock Incentive [removed: Plan for Michael Goettler and Sanjeev Narula,] [added: Plan, effective as of November 23, 2020,] filed [added: by Viatris Inc.] as Exhibit [removed: 10.1(d)] [added: 10.1(e)] to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.1(e)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101e-vtrsx20201231x10xk.htm)] [added: [10.1(i)](http://www.sec.gov/Archives/edgar/data/1792044/000179204423000017/ex_103xvtrsx20230331.htm)] | | | | | | [removed: Value Creation Incentive Award] [added: Form of] Performance-Based Restricted Stock Unit Award Agreement [removed: for Robert J. Coury] under the Viatris Inc. 2020 Stock Incentive [removed: Plan, effective as of November 23, 2020,] [added: Plan for awards granted on or after March 3, 2023,] filed [added: by Viatris Inc.] as Exhibit [removed: 10.1(e)] [added: 10.3] to Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2020,] [added: 2023,] and incorporated herein by reference.* | | |

| [10.1(f)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_101xvtrsx20210331x10-q.htm) | | | | | | Form of Restricted Stock Unit Award Agreement under the Viatris Inc. 2020 Stock Incentive Plan for awards granted on or after March 2, 2021, [removed: included] [added: filed by Viatris Inc.] as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, [removed: 2021] [added: 2021,] and incorporated [added: herein] by [removed: reference herein.*] [added: reference.*] | | |

| [10.1(g)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_102xvtrsx20210331x10-q.htm) | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement under the Viatris Inc. 2020 Stock Incentive Plan for awards granted on or after March 2, 2021, [removed: included] [added: filed by Viatris Inc.] as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, [removed: 2021] [added: 2021,] and incorporated [added: herein] by [removed: reference herein.*] [added: reference.*] | | |

| [10.1(h)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_103xvtrsx20210331x10-q.htm) | | | | | | Form of Director Restricted Stock Unit Award Agreement under the Viatris Inc. 2020 Stock Incentive Plan for non-employee directors for awards granted on or after March 2, 2021, [removed: included] [added: filed by Viatris Inc.] as Exhibit 10.3 to Form 10-Q for the quarter ended March 31, [removed: 2021] [added: 2021,] and incorporated [added: herein] by [removed: reference herein.*] [added: reference.*] | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_102-vtrsx20201231x10xk.htm) | | | | | | Letter Agreement entered into on February 6, 2020 by and between Pfizer Inc. and Sanjeev Narula, filed [added: by Viatris Inc.] as Exhibit 10.2 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_103-vtrsx20201231x10xk.htm) | | | | | | Letter Agreement entered into on June 25, 2019 by and between Pfizer Inc. and Sanjeev Narula, filed [added: by Viatris Inc.] as Exhibit 10.3 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [10.4](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_104-vtrsx20201231x10xk.htm) | | | | | | Letter Agreement entered into on June 26, 2019 by and between Pfizer Inc. and Michael Goettler, filed [added: by Viatris Inc.] as Exhibit 10.4 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_105-vtrsx20201231x10xk.htm) | | | | | | Letter Agreement entered into on July 29, 2019 by and between Pfizer Inc. and Michael Goettler, filed [added: by Viatris Inc.] as Exhibit 10.5 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [10.6](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_106-vtrsx20201231x10xk.htm) | | | | | | Severance Agreement entered into on December 3, 2020 by and between Viatris Inc. and Michael Goettler, filed [added: by Viatris Inc.] as Exhibit 10.6 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_107-vtrsx20201231x10xk.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_107-vtrsx20201231x10xk.htm)] | | | | | | Retention Agreement entered into on December 3, 2020, by and between Viatris Inc. and Rajiv Malik, filed [added: by Viatris Inc.] as Exhibit 10.7 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1792044/000119312521145240/d113011dex101.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1792044/000119312521145240/d113011dex101.htm)] | | | | | | Retention Agreement entered into on December 3, 2020, by and between Viatris Inc. and Anthony Mauro, filed [added: by Viatris Inc.] as Exhibit 10.1 to Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_109-vtrsx20201231x10xk.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_109-vtrsx20201231x10xk.htm)] | | | | | | Executive Employment Agreement, entered into on November 20, 2020, by and between Viatris Inc. and Robert J. Coury, filed [added: by Viatris Inc.] as Exhibit 10.9 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.10(a)](http://www.sec.gov/Archives/edgar/data/1623613/000119312516602386/d157810ddef14a.htm#toc157810_69)] [added: [10.17(a)](http://www.sec.gov/Archives/edgar/data/1623613/000119312516602386/d157810ddef14a.htm#toc157810_69)] | | | | | | Mylan N.V. Amended and Restated 2003 Long-Term Incentive Plan, filed as Appendix B to Mylan N.V.’s Definitive Proxy Statement on Schedule 14A filed by Mylan N.V. with the SEC on May 25, 2016, and incorporated herein by reference.* | | |

| [removed: [10.10(b)](http://www.sec.gov/Archives/edgar/data/1623613/000119312516602386/d157810ddef14a.htm#toc157810_69)] [added: [10.17(b)](http://www.sec.gov/Archives/edgar/data/1623613/000119312516602386/d157810ddef14a.htm#toc157810_69)] | | | | | | Amendment to Mylan N.V. Amended and Restated 2003 Long-Term Incentive Plan, filed as Appendix B to Mylan N.V.’s Definitive Proxy Statement on Schedule 14A filed by Mylan N.V. on May 25, 2016, and incorporated herein by reference.* | | |

| [removed: [10.10(c)](http://www.sec.gov/Archives/edgar/data/1623613/000162361317000014/exhibit101_20170331.htm)] [added: [10.17(c)](http://www.sec.gov/Archives/edgar/data/1623613/000162361317000014/exhibit101_20170331.htm)] | | | | | | Amendment to the Mylan N.V. Amended and Restated 2003 Long-Term Incentive Plan, adopted as of February 23, 2017, filed by Mylan N.V. as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2017, and incorporated herein by reference.* | | |

| [removed: [10.10(d)](http://www.sec.gov/Archives/edgar/data/69499/000006949913000044/myl_ex102x2013930-10q.htm)] [added: [10.17(d)](http://www.sec.gov/Archives/edgar/data/69499/000006949913000044/myl_ex102x2013930-10q.htm)] | | | | | | Amended and Restated Form of Stock Option Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for Robert J. Coury and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.* | | |

| [removed: [10.10(e)](http://www.sec.gov/Archives/edgar/data/69499/000006949914000007/myl_ex104ix20131231-10k.htm)] [added: [10.17(e)](http://www.sec.gov/Archives/edgar/data/69499/000006949914000007/myl_ex104ix20131231-10k.htm)] | | | | | | Amended and Restated Form of Stock Option Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for awards granted following fiscal year 2012, filed by Mylan Inc. as Exhibit 10.4(i) to Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.* | | |

| [removed: [10.10(f)](http://www.sec.gov/Archives/edgar/data/1623613/000162361316000046/myl_ex101ix20151231-10k.htm)] [added: [10.17(f)](http://www.sec.gov/Archives/edgar/data/1623613/000162361316000046/myl_ex101ix20151231-10k.htm)] | | | | | | Form of Stock Option Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for Robert J. Coury and Rajiv Malik for awards granted after February 27, 2015, filed by Mylan N.V. as Exhibit 10.1(i) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.* | | |

| [removed: [10.10(g)](http://www.sec.gov/Archives/edgar/data/1623613/000162361316000046/myl_ex101lx20151231-10k.htm)] [added: [10.17(g)](http://www.sec.gov/Archives/edgar/data/1623613/000162361316000046/myl_ex101lx20151231-10k.htm)] | | | | | | Form of Stock Option Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for awards granted after February 27, 2015, filed by Mylan N.V. as Exhibit 10.1(l) to Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.* | | |

| [removed: [10.10(h)](http://www.sec.gov/Archives/edgar/data/1623613/000162361319000016/myl_ex107x20190331-10xq.htm)] [added: [10.17(h)](http://www.sec.gov/Archives/edgar/data/1623613/000162361319000016/myl_ex107x20190331-10xq.htm)] | | | | | | Form of Stock Option Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for Rajiv Malik for awards granted on or after February 19, 2019, filed by Mylan N.V. as Exhibit 10.7 to Form 10-Q for the quarter ended March 31, 2019, and incorporated herein by reference.* | | |

| [removed: [10.10(i)](http://www.sec.gov/Archives/edgar/data/1623613/000162361319000016/myl_ex108x20190331-10q.htm)] [added: [10.17(i)](http://www.sec.gov/Archives/edgar/data/1623613/000162361320000018/mylex10220200331-10q.htm)] | | | | | | Form of [removed: Restricted] Stock [removed: Unit Award] [added: Option] Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for [removed: Rajiv Malik] [added: independent directors] for awards granted on or after [removed: February 19, 2019,] [added: March 2, 2020,] filed by Mylan N.V. as Exhibit [removed: 10.8] [added: 10.2] to Form 10-Q for the quarter ended March 31, [removed: 2019,] [added: 2020,] and incorporated herein by reference.* | | |

| [removed: [10.10(k)](http://www.sec.gov/Archives/edgar/data/1623613/000162361320000018/mylex10220200331-10q.htm)] [added: [10.37(a)](http://www.sec.gov/Archives/edgar/data/1623613/000162361320000035/ex102myl10-q09302020.htm)] | | | | | | [removed: Form] [added: Asset Purchase Agreement, dated as] of [removed: Stock Option Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for independent directors for awards granted on or after March 2,] [added: September 7,] 2020, [added: between Aspen Global Incorporated and Mylan Ireland Limited,] filed by Mylan N.V. as Exhibit 10.2 to [added: the] Form 10-Q for the quarter ended [removed: March 31,] [added: September 30,] 2020, and incorporated herein by [removed: reference.*] [added: reference.^] | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1623613/000162361319000030/mylex10120190930-10xq.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1623613/000162361319000030/mylex10120190930-10xq.htm)] | | | | | | Mylan N.V. Severance Plan and Global Guidelines, filed by Mylan N.V. as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.* | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/69499/000095012309055689/l37693exv10w4.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/69499/000095012309055689/l37693exv10w4.htm)] | | | | | | Retirement Benefit Agreement, dated August 31, 2009, by and between Mylan Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2009, and incorporated herein by reference.* | | |

| [removed: [10.13(a)](http://www.sec.gov/Archives/edgar/data/69499/000095015208003868/l31450aexv10w5.htm)] [added: [10.20(a)](http://www.sec.gov/Archives/edgar/data/69499/000095015208003868/l31450aexv10w5.htm)] | | | | | | Transition and Succession Agreement, dated January 31, 2007, between Mylan Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference.* | | |

| [removed: [10.13(b)](http://www.sec.gov/Archives/edgar/data/69499/000095015209001668/l35088aexv10w28wb.htm)] [added: [10.20(b)](http://www.sec.gov/Archives/edgar/data/69499/000095015209001668/l35088aexv10w28wb.htm)] | | | | | | Amendment No. 1 to Transition and Succession Agreement, dated December 22, 2008, between Mylan Inc. and Rajiv Malik, filed by Mylan Inc. as Exhibit 10.28(b) to Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.* | | |

| [removed: [10.14(a)](http://www.sec.gov/Archives/edgar/data/69499/000119312512187918/d327924dex105a.htm)] [added: [10.21(a)](http://www.sec.gov/Archives/edgar/data/69499/000119312512187918/d327924dex105a.htm)] | | | | | | Transition and Succession Agreement, dated February 25, 2008, by and between Mylan Inc. and Anthony Mauro, filed by Mylan Inc. as Exhibit 10.5(a) to Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.* | | |

| [removed: [10.14(b)](http://www.sec.gov/Archives/edgar/data/69499/000119312512187918/d327924dex105b.htm)] [added: [10.21(b)](http://www.sec.gov/Archives/edgar/data/69499/000119312512187918/d327924dex105b.htm)] | | | | | | Amendment No. 1 to Transition and Succession Agreement, dated December 15, 2008, by and between Mylan Inc. and Anthony Mauro, filed by Mylan Inc. as Exhibit 10.5(b) to Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.* | | |

| [removed: [10.14(c)](http://www.sec.gov/Archives/edgar/data/69499/000119312512187918/d327924dex105c.htm)] [added: [10.21(c)](http://www.sec.gov/Archives/edgar/data/69499/000119312512187918/d327924dex105c.htm)] | | | | | | Amendment No. 2 to Transition and Succession Agreement, dated October 15, 2009, by and between Mylan Inc. and Anthony Mauro, filed by Mylan Inc. as Exhibit 10.5(c) to Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.* | | |

| [removed: [10.15(a)](http://www.sec.gov/Archives/edgar/data/69499/000095012309070283/l38158exv10w1.htm)] [added: [10.22(a)](http://www.sec.gov/Archives/edgar/data/69499/000095012309070283/l38158exv10w1.htm)] | | | | | | Mylan 401(k) Restoration Plan, dated January 1, 2010, filed by Mylan Inc. as Exhibit 10.1 to the Report on Form 8-K filed by Mylan Inc. with the SEC on December 14, 2009, and incorporated herein by reference.* | | |

| [removed: [10.15(b)](http://www.sec.gov/Archives/edgar/data/69499/000006949915000003/myl_ex1041bx20141231-10k.htm)] [added: [10.22(b)](http://www.sec.gov/Archives/edgar/data/69499/000006949915000003/myl_ex1041bx20141231-10k.htm)] | | | | | | Amendment to Mylan 401(k) Restoration Plan, dated November 4, 2014, filed by Mylan Inc. as Exhibit 10.41(b) to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.* | | |

| [removed: [10.16(a)](http://www.sec.gov/Archives/edgar/data/69499/000095012309070283/l38158exv10w2.htm)] [added: [10.23(a)](http://www.sec.gov/Archives/edgar/data/69499/000095012309070283/l38158exv10w2.htm)] | | | | | | Mylan Executive Income Deferral Plan, filed by Mylan Inc. as Exhibit 10.2 to the Report on Form 8-K filed by Mylan Inc. with the SEC on December 14, 2009, and incorporated herein by reference.* | | |

| Year ended December 31, 2023 | | | $ | 114.7 | | | | | 26.6 | | | | | | — | | | | | | (22.5) | | | | | | $ | 118.8 | |

| Year ended December 31, 2023 | | | $ | 387.0 | | | | | 41.0 | | | | | | 16.1 | | | | | | (22.7) | | | | | | $ | 421.4 | |

(1)These amounts include balances from acquisitions.

(2)These amounts include balances reclassified to *Assets Held for Sale* and *Liabilities Held for Sale*.

| [2.3(c)](http://www.sec.gov/Archives/edgar/data/1792044/000179204423000024/ex_21xvtrsx20230630.htm) | | | | | | Omnibus Amendment No. 1, effective as of May 17, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilar Collaborations Ireland Limited, Biosimilars Newco Limited, and Biocon Biologics Limited, filed by Viatris Inc. as Exhibit 2.1 to Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference. | | |

| [2.3(d)](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_23dxvtrsx10-kx12312023.htm) | | | | | | Omnibus Amendment No. 2, effective as of December 19, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilars Newco Limited, and Biocon Biologics Limited.^ | | |

| [2.4(a)](http://www.sec.gov/Archives/edgar/data/1792044/000179204423000033/ex_21xvtrsx20230930.htm) | | | | | | Put Option Agreement, dated October 1, 2023, between Cooper Consumer Health SAS and Viatris Inc., filed by Viatris Inc. as Exhibit 2.1 to Form 10-Q for the quarter ended September 30, 2023, and incorporated herein by reference.^ | | |

| [2.4(b)](http://www.sec.gov/Archives/edgar/data/1792044/000119312524019472/d619190dex21.htm) | | | | | | Transaction Agreement, dated as of January 29, 2024, by and among Cooper Consumer Health SAS, Cooper Consumer Health IT S.r.l., Viatris Inc., Viatris Italia S.r.l. and Ipex AB, filed by Viatris Inc. as Exhibit 2.1 to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on January 30, 2024, and incorporate herein by reference. ^ | | |

| [3.1(c)](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_31cxvtrsx20231231x10-k.htm) | | | | | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023. | | |

| [3.1(d)](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_31dxvtrsx20231231x10-k.htm) | | | | | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023. | | |

| [4.9](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_49xvtrsx20231231x10-k.htm) | | | | | | Description of Viatris Inc. Securities Registered Under Section 12 of the Exchange Act. | | |

| [10.1(j)](http://www.sec.gov/Archives/edgar/data/1792044/000119312523060080/d476202dex991.htm) | | | | | | Oyster Point Pharma, Inc. 2016 Equity Incentive Plan, filed as Exhibit 99.1 to Form S-8 filed by Viatris Inc. with the SEC on March 3, 2023, and incorporated herein by reference.* | | |

| [10.1(k)](http://www.sec.gov/Archives/edgar/data/1792044/000119312523060080/d476202dex992.htm) | | | | | | Oyster Point Pharma, Inc. 2019 Equity Incentive Plan, filed as Exhibit 99.2 to Form S-8 filed by Viatris Inc. with the SEC on March 3, 2023, and incorporated herein by reference.* | | |

| [10.1(l)](http://www.sec.gov/Archives/edgar/data/1792044/000119312523060080/d476202dex993.htm) | | | | | | Oyster Point Pharma, Inc. 2021 Inducement Plan, filed as Exhibit 99.3 to Form S-8 filed by Viatris Inc. with the SEC on March 3, 2023, and incorporated herein by reference.* | | |

| [10.11](http://www.sec.gov/Archives/edgar/data/1792044/000179204423000024/ex_102xvtrsx20230630.htm) | | | | | | Transition and Advisory Agreement and Release, dated May 19, 2023, by and between Viatris Inc. and Robert J. Coury, filed by Viatris Inc. as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference.* | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/1792044/000119312523050797/d452663dex101.htm) | | | | | | Offer Letter with Scott A. Smith, dated February 24, 2023, filed as Exhibit 10.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on February 27, 2023, and incorporated herein by reference.* | | |

| [10.1](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1013xvtrsx20231231x10-k.htm)[3](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1013xvtrsx20231231x10-k.htm) | | | | | | Offer Letter with Theodora (Doretta) Mistras, dated December 15, 2023.* | | |

| [10.1](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1014xvtrsx20231231x10-k.htm)[4](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1014xvtrsx20231231x10-k.htm) | | | | | | Retirement and Operating Consulting Agreement and Release with Rajiv Malik, dated October 20, 2023.* | | |

| [10.1](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1015xvtrsx20231231x10-k.htm)[5](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1015xvtrsx20231231x10-k.htm) | | | | | | Separation Agreement and Release with Anthony Mauro, dated October 20, 2023.* | | |

| [10.1](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1016xvtrsx20231231x10-k.htm)[6](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_1016xvtrsx20231231x10-k.htm) | | | | | | Separation Agreement and Release with Sanjeev Narula, dated December 15, 2023.* | | |

| [97](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_97xvtrsx20231231x10-k.htm) | | | | | | Viatris Inc. Incentive-Based Compensation Recovery Policy, effective December 1, 2023. | | |

| /s/ MELINA HIGGINS | | | | | | Chair of the Board of Directors | | |

| /s/ LEO GROOTHUIS | | | | | | Director | | |

| Leo Groothuis | | | | | | | | |

| Year ended December 31, 2020 | | | $ | 72.8 | | | | | 16.9 | | | | | | 77.3 | | | | | | (7.1) | | | | | | $ | 159.9 | |

| Year ended December 31, 2020 | | | $ | 603.5 | | | | | 39.0 | | | | | | — | | | | | | (198.9) | | | | | | $ | 443.6 | |

(1)These amounts include opening balances of the Upjohn Business acquired in the Combination.

| | | | | | | | | |

| [10.10(j)](http://www.sec.gov/Archives/edgar/data/1623613/000162361319000016/myl_ex106x20190331-10q.htm) | | | | | | Form of Performance-Based Restricted Stock Unit Award Agreement under the Mylan N.V. 2003 Long-Term Incentive Plan for Rajiv Malik for awards granted on or after February 19, 2019, filed by Mylan N.V. as Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2019, and incorporated herein by reference.* | | |

| [10.31](http://www.sec.gov/Archives/edgar/data/1792044/000119312520181088/d920857dex48.htm) | | | | | | Registration Rights Agreement, dated as of June 22, 2020, by and between Upjohn Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley and Co. LLC, and Mizuho Securities USA LLC, as representatives of the several initial purchasers of the U.S. Dollar Notes, filed as Exhibit 4.8 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on June 26, 2020, and incorporated herein by reference. | | |

| [10.32(b)](http://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_1034b-vtrsx20201231x10xk.htm) | | | | | | Amendment No. 1, dated as of November 5, 2020, to the Asset Purchase Agreement dated as of September 7, 2020, between Aspen Global Incorporated and Mylan Ireland Limited, filed as Exhibit 10.34(b) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference. ^ | | |

| | | | by | | | | | | /s/ MICHAEL GOETTLER | | |

| | | | | | | | | | Michael Goettler | | |

| /s/ ROBERT J. COURY | | | | | | Executive Chairman and Director | | |

| Robert J. Coury | | | | | | | | |

| /s/ MELINA HIGGINS | | | | | | Director | | |

| /s/ PAULINE VAN DER MEER MOHR | | | | | | Director | | |

| Pauline van der Meer Mohr | | | | | | | | |