Viatris Announces Agreements on Remaining Planned Divestitures; Upon Closing Would Achieve its Original Total Target of a Multiple Above 12x on 2022 Estimated Adjusted EBITDA Total Gross Proceeds From All Divestitures, I

Viatris Announces Agreements on Remaining Planned Divestitures; Upon Closing Would Achieve its Original

Total Target of a Multiple Above 12x on 2022 Estimated Adjusted EBITDA

PITTSBURGH October 1, 2023 Viatris Inc. (NASDAQ: VTRS), a global healthcare company, today announced it has received an offer

for the divestiture of substantially all of its Over-the-Counter (OTC) business, and has entered into definitive agreements to divest its Women s Healthcare

business, its Active Pharmaceutical Ingredients (API) business in India and commercialization rights in certain non-core markets that were acquired as part of the Upjohn Transaction.

Viatris CEO Scott A. Smith said: I am very excited about today s announcement as it marks an important milestone in the execution of our overall

strategic plan. Not only will this bring to conclusion all of our Phase 1 commitments, including the expected achievement of our deleveraging target of 3 times gross leverage in the first half of 2024, importantly it will also set the Company up

extremely well as we enter into our Phase 2 strategy for 2024 and beyond.

Smith continued: Since joining Viatris, I have had the opportunity to

review these divestitures more closely. After taking this closer look, I have made the decision to retain our rights for Viagra and Dymista, as well as other select OTC assets within certain markets as we see further opportunities for these products

within Viatris. Needless to say, I am extremely pleased with our excellent overall results reaching the Company s previously communicated range on both aggregate value and multiple while also retaining important assets despite the

challenging external macro-economic environment in which we had to execute. In addition, we achieved our goal of substantially simplifying the organization as we increase our focus on areas with the greatest potential to accelerate our growth,

patient impact and shareholder value. We are committed to ensuring a successful transition for our colleagues, our partners, our customers and the patients we serve.

Total Divestitures Summary

With this announcement the Company has delivered

on its commitment to announce agreements on all planned divestitures by the end of 2023 within the Company s previously communicated range, after considering the estimated retained value. Including gross proceeds from the Company s

completed biosimilars divestiture, the Company expects to realize gross proceeds representing a multiple above 12x on 2022 estimated Adjusted EBITDA for its portfolio of divested assets. The gross proceeds to the Company from all divestitures under

the terms of the agreements are up to $6.94 billion, or up to approximately $5.2 billion in estimated aggregate net proceeds, taking into consideration taxes and other costs, including related transaction costs. The Company made the

strategic decision to retain rights for Viagra , Dymista , and select OTC products in certain markets representing estimated retained

value of approximately $1.6 billion applying the OTC multiple of 12.8x to the 2022 estimated Adjusted EBITDA of $125 million attributable to the retained business. Total gross proceeds from all planned divestitures and estimated retained

value are in line with the Company s previously communicated range. Viatris intends to prioritize the use of net proceeds from the divestitures for debt paydown. The application of such proceeds is expected to achieve a gross leverage target of

3.0x in the first half of 2024, completing all Viatris Phase 1 commitments which the Company believes will position it to accelerate growth and increase shareholder return as it enters Phase 2 of its strategic plan in 2024. In addition, the

Company expects that completing the divestitures would substantially simplify the organization. Under the terms of the today s announced divestitures, up to 12 facilities and more than 6,000 employees, representing 15 percent of the

Company s global workforce, may be conveyed.

Overview of the Transactions

The transactions are subject to regulatory approvals, completion of any consultations with employee representatives (where applicable), receipt of required

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

Viatris has received an offer from

Cooper Consumer Health, a leading European over-the-counter drug manufacturer and distributor. Subject to the completion of consultations with applicable works councils,

the offer grants Viatris the right to divest substantially all of its OTC business, including two manufacturing sites located in Merignac, France, and Confienza, Italy, and a Research & Development (R&D) site in Monza, Italy. The

Company will retain rights for Viagra , Dymista and select OTC products in certain markets. The transaction would be expected to close

Viatris has executed an agreement to divest its API business in India to Iquest Enterprises, a privately held pharmaceutical company, also

based in India. The transaction includes three manufacturing sites and a R&D lab in Hyderabad, three manufacturing sites in Vizag and third-party API sales. Viatris will retain some selective R&D capabilities in API. The transaction is

expected to close in Q1 2024.

Viatris has also executed an agreement to divest its Women s Healthcare business, primarily related to oral and

injectable contraceptives, to Insud Pharma, a leading Spanish multinational pharmaceutical company. The transaction includes two manufacturing facilities in India: one in Ahmedabad and one in Sarigam. The transaction is expected to close in Q1 2024.

Separately, in another transaction, Viatris entered into an agreement to divest its rights to women s

healthcare products Duphaston and Femoston to Theramex, a leading global specialty pharmaceutical company dedicated to women s

health. The transaction is expected to close in Q4 2023.

Viatris has also executed agreements to divest commercialization rights in certain non-core markets that were part of the combination with Upjohn in which the Company had no established infrastructure prior to or following the transaction. These transactions are expected to be completed in Q4

Viatris also posted a Divestitures Announcement presentation, dated October 1, 2023, on its website at investor.viatris.com.

Cravath, Swaine & Moore LLP and

Saraf & Partners served as legal advisors to Viatris in the transactions; PricewaterhouseCoopers LLP served as an advisor and Jefferies International Limited served as a financial advisor.

Viatris Inc. (NASDAQ: VTRS) is a global

healthcare company 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, we provide access at scale. In 2022 alone, we supplied high-quality medicines to approximately 1 billion patients around the world. 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. We have the ability to touch all of life s moments, from birth to end of life, acute conditions to chronic diseases. We are headquartered in the

U.S., with global centers in Pittsburgh, Shanghai and Hyderabad, India. Learn more at viatris.com and investor.viatris.com, and connect with us on Twitter, LinkedIn, Instagram and YouTube.

Forward-Looking Statements

This release contains

forward-looking statements . These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, Viatris announces

agreements on remaining planned divestitures, and upon closing would achieve its original total target of a multiple above 12x on 2022 estimated adjusted EBITDA; total gross proceeds from all divestitures, including the 2022 divestiture of the

company s biosimilar business, and the estimated retained value are in line with the company s previously communicated range; strategic decision made to retain rights and opportunities for Viagra , Dymista and select OTC products in certain markets representing approximately $1.6B in estimated retained value; total transaction value

represents up to $6.94B of total gross proceeds which represents an accretive multiple of 12.4x; offer for substantially all of OTC business reflects gross consideration of up to approximately $2.17B, representing an estimated accretive multiple of

12.8x; definitive agreements for API and Women s Healthcare reflect gross proceeds of up to approximately $1.2B, representing an estimated accretive multiple of 9.9x; combined divestitures would result in up to 12 facilities and more than 6,000

employees representing approximately 15 percent of the company s global workforce being conveyed, substantially simplifying the organization; today s announced divestitures expected to close by the end of the first half of 2024,

subject to regulatory approvals, consultations and other closing conditions; completion of divestitures will bring successful conclusion to all phase 1 efforts and commitments, including prioritizing use of net proceeds for debt paydown to reach

gross leverage target of 3.0x in the first half of 2024; announced it has received an offer for the divestiture of substantially all of its OTC business, and has entered into definitive agreements to divest its Women s Healthcare business, API

business in India and commercialization rights in certain non-core markets that were acquired as part of the Upjohn Transaction; today s announcement marks an important milestone in the execution of our

overall strategic plan; not only will this bring to conclusion all of our Phase 1 commitments, including the expected achievement of our deleveraging target of 3 times gross leverage in the first half of 2024, importantly, it will also set the

Company up extremely well as we enter into our Phase 2 strategy for 2024 and beyond; we achieved our goal of substantially simplifying the organization as we increase our focus on areas with the greatest potential to accelerate our growth, patient

impact and shareholder value; we are committed to ensuring a successful transition for our colleagues, our partners, our customers and the patients we serve; the information in the table titled Total Divestitures Summary and the related

footnotes; the gross proceeds to the Company from all divestitures under the terms of the agreements are up to $6.94 billion, or up to approximately $5.2 billion in estimated aggregate net proceeds, taking into consideration taxes and

other costs, including related transaction

costs; the Company made the strategic decision to retain rights for Viagra ,

Dymista , and select OTC products in certain markets representing estimated retained value of approximately $1.6 billion applying the OTC multiple of 12.8x to the 2022 estimated Adjusted

EBITDA of $125 million attributable to the retained business; total gross proceeds from all planned divestitures and estimated retained value are in line with the Company s previously communicated range; the application of such proceeds is

expected to achieve a gross leverage target of 3.0x in the first half of 2024, completing all Viatris Phase 1 commitments which the Company believes will position it to accelerate growth and increase shareholder return as it enters Phase 2 of

its strategic plan in 2024; additional details about the planned divestitures and expected closing timelines in the section Overview of the Transactions ; the goals or outlooks with respect to the Viatris Inc. s ( Viatris

or the Company ) strategic initiatives, including but not limited to the Company s two-phased strategic vision and potential divestitures (including the divestitures announced today) and

acquisitions; the benefits and synergies of acquisitions, divestitures (including the divestitures announced today) or our global restructuring program; estimated retained value for the retained products rights announced today; future opportunities

for the Company and its 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. Forward-looking statements may often be identified by the use of words such as will , may , could , should , would ,

project , believe , anticipate , expect , plan , estimate , forecast , potential , pipeline , intend , continue ,

target , seek and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by

such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the divestitures announced today not being completed on the expected timelines or at all; the risk that the conditions set

forth in the agreements with respect to such divestitures will not be satisfied or waived; failure to realize the total transaction value for the divestitures and/or the expected proceeds for any or all of the divestitures, including as a result of

any purchase price adjustment or a failure to achieve any conditions to the payment of any contingent consideration; the possibility that the Company may be unable to realize the intended benefits of, or achieve the intended goals or outlooks with

respect to, its strategic initiatives (including the divestitures announced today); the possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with acquisitions, divestitures

(including the divestitures announced today), or its global restructuring program within the expected timeframe or at all; the risk that the Company may elect not to exercise its option to accept the offer with respect to the OTC business; goodwill

or other impairment charges or other losses related to the divestiture or sale of businesses or assets (including the divestitures announced today); the Company s failure to achieve expected or targeted future financial and operating

performance and results; the potential impact of public health outbreaks, epidemics and pandemics, including the ongoing challenges and uncertainties posed by the COVID-19 pandemic; actions and decisions of

healthcare and pharmaceutical regulators; changes in relevant laws, regulations and policies and/or the application or implementation thereof, including but not limited to tax, healthcare and pharmaceutical laws, regulations and policies globally

(including the impact of recent and potential tax reform in the U.S. and pharmaceutical product pricing policies in China); the ability to attract and retain key personnel; the Company s liquidity, capital resources and ability to obtain

financing; any regulatory, legal or other impediments to the Company s ability to bring new products to market, including but not limited to at-risk launches ; success of clinical trials and

the Company s or its partners ability to execute on new product opportunities and develop, manufacture and commercialize products; any changes in or difficulties with the Company s manufacturing facilities, including with respect to

inspections, remediation and restructuring activities, supply chain or inventory or the ability to meet anticipated demand; the scope, timing and outcome of any ongoing legal proceedings, including government inquiries or investigations, and the

impact of any such proceedings on the Company; any significant breach of data security or data privacy or disruptions to our information technology systems; risks associated with having significant operations globally; the ability to protect

intellectual property and preserve intellectual property rights; changes in third-party relationships; the effect of any changes in the Company s or its partners customer and supplier relationships and customer purchasing patterns,

including customer loss and business disruption being greater than expected following an acquisition or divestiture; the impacts of competition, including decreases in sales or revenues as a result of the loss of market exclusivity for certain

products; changes in the economic and financial conditions of the Company or its partners; uncertainties regarding future demand, pricing and reimbursement for the Company s products; uncertainties and matters beyond the control of management,

including but not limited to general political and economic conditions, inflation rates and global exchange rates; and inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing

of estimates of financial measures, in accordance with U.S. GAAP and related standards or on an

adjusted basis. For more detailed information on the risks and uncertainties associated with Viatris, see the risks described in Part I, Item 1A of the Company s Annual Report on Form 10-K for the year ended December 31, 2022, as amended, and our other filings with the SEC. You can access Viatris filings with the SEC through the SEC website at www.sec.gov or through our website, and

Viatris strongly encourages you to do so. Viatris routinely posts information that may be important to investors on our website at investor.viatris.com, and we use this website address as a means of disclosing material information to the public in a

broad, non-exclusionary manner for purposes of the SEC s Regulation Fair Disclosure (Reg FD). The contents of our website are not incorporated into this press release or our filings with the SEC. Viatris

undertakes no obligation to update any statements herein for revisions or changes after the date of this press release other than as required by law.

particular, certain statements in this release relate to Viatris Phase 2 strategy in 2024 and beyond and its related goals, targets, forecasts, objectives and commitments (such statements, the Phase 2 Outlooks ). Viatris believes