Mylan NV would have to pay a $322 million termination fee if its combination with Pfizer Inc.'s Upjohn Inc. unit falls apart under certain conditions.

In case the deal is terminated due to Mylan not being able to obtain approval from its shareholders, the company will reimburse Pfizer for up to $96 million of expenses incurred by the latter in relation to the transaction. This payment will be credited against any termination fee Mylan pays Pfizer.

Meanwhile, if the transaction is terminated, Pfizer is not required to pay Mylan any fee.

In late July, New York-based Pfizer agreed to a combination of its generics and off-patent drugs unit Upjohn with Canonsburg, Pa.-based Mylan to form a new pharmaceutical company called Viatris. The merger, expected to close in the middle of 2020, will create a company estimated to have sales of nearly $20 billion that same year.

Under the all-stock deal, Pfizer shareholders would have a 57% stake in the combined company, while Mylan stockholders would own the remaining 43%.

Viatris will house brands such as erectile dysfunction drug Viagra, cholesterol-lowering therapy Lipitor and the life-saving EpiPen autoinjector for treating severe allergic reactions, as well as several generic HIV medicines.