EXHIBIT 99.3

TERMS OF SALE

Further to the provisions of the SECONDARY BLOCK TRADE AGREEMENT DATED 14 January 2025 between Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC (the “Agreement”), the following terms of sale are agreed:

    Number of Sale Shares: 700,000,000

    Purchase Price per Sale Share: 357 pence

Base Commission: 0.5%

Closing Date: 17 January 2025

The Seller confirms the accuracy of the representations and warranties set out in Annex B of the Agreement, and each Manager confirms the accuracy of the representations and warranties set out in Annex C of the Agreement and the Seller and each of the Managers confirms the provisions of the Agreement and acknowledge and agree that these Terms of Sale form part of and shall be read in conjunction with the Agreement.

Terms defined in the Agreement shall have the same meanings herein.

These Terms of Sale and the relationship among the parties hereto (and any non-contractual obligation, dispute, controversy or claim of whatever nature arising out of or in any way relating to these Terms of Sale or their formation) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the English courts will have exclusive jurisdiction in relation to these Terms of Sale and the parties hereby submit to the jurisdiction of such courts.

[Terms of Sale – Signature Page]

IN WITNESS WHEREOF these Terms of Sale have been duly executed as of 15 January 2025.

[Terms of Sale – Signature Page]

For and on behalf of

J.P. MORGAN SECURITIES PLC

By: /s/ Will Holyoak         

Name: Will Holyoak                            

Title: Executive Director                            

[Terms of Sale – Signature Page]

For and on behalf of

MORGAN STANLEY & CO. INTERNATIONAL PLC

By: /s/ Amelia de Stacpoole                 

Name: Amelia de Stacpoole                                

Title: Executive Director

[Terms of Sale – Signature Page]

For and on behalf of

HSBC BANK PLC

By: /s/ Richard Fagan

Name: Richard Fagan                            

Title: Head of UK Equity Capital Markets                            

[Terms of Sale – Signature Page]

For and on behalf of

BNP PARIBAS

By: /s/ Tom Snowball                 

Name: Tom Snowball                                

Title: Managing Director

By: /s/ Virginia Khoo                 

Name: Virginia Khoo                                

Title: Managing Director

[Terms of Sale – Signature Page]

For and on behalf of

MIZUHO INTERNATIONAL PLC

By: /s/ Jonathan Murray

Name: Jonathan Murray                            

Title: Managing Director, ECM                            

[Terms of Sale – Signature Page]

For and on behalf of

UBS AG LONDON BRANCH

By: /s/ Alexander Bloch             

Name: Alexander Bloch                            

Title: Managing Director

By: /s/ Ashley Wood                    

Name: Ashley Wood                            

Title: Executive Director

[Terms of Sale – Signature Page]

For and on behalf of

MERRILL LYNCH INTERNATIONAL

By: /s/ James Palmer

Name: James Palmer                                

Title: Head of EMEA ECM

[Terms of Sale – Signature Page]

For and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

By: /s/ Saadi Soudavar             

Name: Saadi Soudavar                            

Title: Managing Director

By: /s/ Mark Hankinson                

Name: Mark Hankinson                            

Title: Managing Director

[Terms of Sale – Signature Page]

For and on behalf of

GOLDMAN SACHS INTERNATIONAL

By: /s/ R.W.B. Whitehead                 

Name: R.W.B. Whitehead                            

Title: Managing Director

[Terms of Sale – Signature Page]

For and on behalf of

LOOP CAPITAL MARKETS LLC

By: /s/ Sidney Dillard                 

Name: Sidney Dillard                                

Title: Partner and Head of Corporate Finance

[Terms of Sale – Signature Page]

For and on behalf of

PFIZER INC.

By: /s/ Brian Byala     

Name: Brian Byala            

Title: SVP, Treasurer                

[Terms of Sale – Signature Page]