None of the trustee, the paying agent and the calculation agent shall be under any obligation (i) to
monitor, determine or verify the unavailability or cessation of SOFR or the SOFR Index, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark
Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to
select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in
connection with any of the foregoing.
None of the trustee, the paying agent and the calculation agent shall be liable for any inability, failure or delay
on its part to perform any of its duties set forth in this preliminary prospectus supplement as a result of the unavailability of SOFR, the SOFR Index or other applicable Benchmark Replacement, including as a result of any failure, inability, delay,
error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this preliminary prospectus supplement and reasonably required for the performance
of such duties.
Interest on the Fixed Rate Notes
Interest on the notes will accrue at the rate of
% per annum and interest on the notes will accrue at the rate of % per annum. Interest on the fixed rate
notes will accrue from , 2021, and will be payable semi-annually in arrears on
and of each year, commencing on
, 2022 (each such date being a fixed rate interest payment date and, together with each floating rate interest payment date, an
interest payment date), to the persons in whose names the fixed rate notes are registered at the close of business on the 15th calendar day preceding each such fixed rate
interest payment date, whether or not a business day, as the case may be. Interest on the fixed rate notes will be computed by Thermo Fisher on the basis of a 360-day year of twelve 30-day months.
If any fixed rate interest payment date, maturity date or earlier date of redemption falls on a day that
is not a business day, the required payment shall be made on the next business day as if it were made on the date the payment was due and no interest shall accrue on the amount so payable for the period from and after that fixed rate interest
payment date, that maturity date or that date of redemption, as the case may be.
Optional Redemption
Floating Rate Notes
At any time on or after their
applicable Par Call Date (as defined below), we will have the option to redeem the floating rate notes of any series, in whole or in part from time to time, at a redemption price equal to 100% of the principal amount of the floating rate notes to be
redeemed, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.
Notwithstanding the foregoing,
installments of interest on the floating rate notes that are due and payable on a floating rate interest payment date falling on or prior to a redemption date will be payable on the floating rate interest payment date to the registered holders as of
the close of business on the relevant record date in accordance with the floating rate notes and the indenture.
We will give at least 10 days but no more
than 60 days prior written notice to the registered holders of the floating rate notes to be redeemed. Any notice may, at our discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall
state the nature of such conditions precedent.
If less than all of a series of floating rate notes are to be redeemed, the floating rate notes of such
series to be redeemed shall be selected, in the case of global securities, in accordance with applicable depositary procedures and, in the case of definitive securities, in a manner the trustee deems fair and appropriate, unless otherwise
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