Common use of Access and Cooperation; Reliance Clause in Contracts

Access and Cooperation; Reliance. (a) Each Party agrees that it shall, and shall cause its Affiliates to, (i) timely provide to the other Party and its Affiliates (and, if applicable, its and their Subcontractors), at no cost to such other Party, reasonable access to personnel, facilities, systems, assets, information and books and records, in the case of Recipient, with respect to the Business, and in the case of Provider, with respect to the Services, and (ii) timely provide decisions, approvals and acceptances, in the case of each of sub Sections (i) and (ii), as reasonably requested by such other Party in order to enable it to exercise its rights and perform its obligations under this Agreement in a timely and efficient manner. (b) Without limiting the foregoing in this Section 2.10, each Party shall, and shall cause its Affiliates to, cooperate with the other Party in all matters relating to the provision and receipt of the Services and to use reasonable endeavours to minimize all costs and expenses contemplated to be paid hereunder (including Service Costs, Set-Up Costs, Service Exit Costs, and Early Termination Costs) and all distraction and disturbance to each Party, and shall perform all obligations hereunder in good faith and in accordance with principles of fair dealing. Such cooperation shall include (i) the execution and delivery of such further instruments or documents as may be reasonably requested by the other Party to enable the full performance of each Party’s obligations hereunder, (ii) notifying the other Party in advance of any changes to a Party’s operating environment or personnel that would reasonably be expected to affect the provision or use of the Services in any material respect, and working with the other Party to minimize the effect of such changes, and (iii) reasonably cooperating with Recipient and its Affiliates to accommodate non-material increases in the scope or volume of any Service, and to enable Recipient and its Affiliates to receive a Service (or find a reasonable workaround or alternative) in the event of any Compliance Concern. (c) In connection with the performance of this Agreement, each Party and its Affiliates (and, if applicable, its and their Subcontractors) shall be entitled to rely upon the genuineness, validity and truthfulness of any document, instrument or other writing presented by or on behalf of the other Party or its Affiliates. None of Provider, its Affiliates or any of its or their Subcontractors shall be liable for any impairment of any Service caused by their not receiving information, materials or access pursuant to this Section 2.10, either timely or at all, or by their receiving inaccurate or incomplete information from or on behalf of Recipient or any Recipient Affiliate, and Provider shall provide Recipient with prompt notice of any such circumstance of which it becomes aware. (d) Except as otherwise expressly set forth with respect to one or more specific Services in Exhibit A, Recipient and its Affiliates shall have no right under this Agreement and shall not be permitted under this Agreement to access any Information Systems or Software owned or controlled by Provider, its Affiliates or its or their Representatives. To the extent any such access is granted to Recipient or its Affiliates in connection with the receipt of one or more specific Services, Recipient shall, and shall cause its Affiliates to, comply with (i) the Information System and Software terms of access set forth in Exhibit C-1 and (ii) the policies and procedures of Provider made available to Recipient in writing prior to the Effective Date (collectively, the “Provider Security Requirements”). (e) Except as otherwise expressly set forth with respect to one or more specific Services in Exhibit A, Provider and its Affiliates shall have no right under this Agreement and shall not be permitted under this Agreement to access any Information Systems or Software owned or controlled by Recipient, its Affiliates or its or their Representatives. To the extent any such access is granted to Provider or its Affiliates in connection with the provision of one or more specific Services, Provider shall, and shall cause its Affiliates to, comply with (i) the Information System and Software terms of access set forth in Exhibit C-2 and (ii) the policies and procedures of Recipient that are generally applicable to Recipient, its Subsidiaries, and its and their businesses and made available to Provider in writing within a reasonable period prior to the date that such access is granted (collectively, the “Recipient Security Requirements”). (f) Each Party shall notify the other Party promptly after becoming aware of any actual or suspected breach of security of such first Party’s Information Systems to the extent related to the Business or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein or any other sensitive or confidential information (including information relating to an identified or identifiable individual) supplied by or on behalf of such other Party to such first Party or its Affiliates (including where such first Party or its Affiliates has access to such information held by such other Party or on its behalf) in connection with this Agreement and, in the event of any such actual or suspected breach or destruction, loss, alternative, disclosure or access, each Party shall, and shall cause its Affiliates to, reasonably cooperate with the other Party in investigating and mitigating the effect thereof. In addition, (i) Provider shall notify Recipient promptly after becoming aware of any actual or suspected breach of security of Recipient’s Information Systems to the extent related to the Recipient Businesses or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein and, in the event of any such actual or suspected breach or destruction, loss, alteration, disclosure or access, Provider shall, and shall cause its Affiliates to, reasonably cooperate with Recipient in investigating and mitigating the effect thereof, and (ii) Recipient shall notify Provider promptly after becoming aware of any actual or suspected breach of security of Provider’s Information Systems to the extent related to the Retained Business or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein and, in the event of any such actual or suspected breach or destruction, loss, alteration, disclosure or access, Recipient shall, and shall cause its Affiliates to, reasonably cooperate with Provider in investigating and mitigating the effect thereof.

Access and Cooperation; Reliance. (a) Each Party agrees that it shall, and shall cause the applicable members of its Affiliates Group to, (i) timely provide to the other Party and the applicable members of its Affiliates Group (and, if applicable, its and their Subcontractors), at no cost to such other Party, reasonable access to personnel, facilities, systems, assets, information and books and records, in the case of RecipientSpinco, with respect to the Spinco Business, and in the case of ProviderPluto, with respect to the Services, and (ii) timely provide decisions, approvals and acceptances, in the case of each of sub Sections clauses (i) and (ii), as reasonably requested by such other Party in order to enable it to exercise its rights and perform its obligations under this Agreement in a timely and efficient manner. (b) Without limiting the foregoing in this Section 2.102.10(a), each Party shall, and shall cause the applicable members of its Affiliates Group to, (i) cooperate with the other Party in all matters relating to the provision and receipt of the Services and to Services, (ii) use commercially reasonable endeavours efforts to minimize all costs and expenses contemplated to be paid hereunder (including Service Coststhe expense, Set-Up Costs, Service Exit Costs, and Early Termination Costs) and all distraction and disturbance to each Party, Party and shall (iii) perform all obligations hereunder in good faith and in accordance with principles of fair dealing. Such cooperation shall include (iA) the execution and delivery of such further instruments or documents as may be reasonably requested by the other Party to enable the full performance of each Party’s obligations hereunder, hereunder and (iiB) promptly notifying the other Party in advance of any changes to a Party’s operating environment or personnel that would reasonably be expected to affect the provision or use of the Services in any material respect, and working with the other Party to minimize the effect of such changes, and (iii) reasonably cooperating with Recipient and its Affiliates to accommodate non-material increases in the scope or volume of any Service, and to enable Recipient and its Affiliates to receive a Service (or find a reasonable workaround or alternative) in the event of any Compliance Concern. (c) In connection with the performance of this Agreement, each Party and the members of its Affiliates Group (and, if applicable, its and their Subcontractors) shall be entitled to rely upon the genuineness, validity and truthfulness of any document, instrument or other writing presented by or on behalf of the other Party or any member of its AffiliatesGroup. None No member of Provider, its Affiliates either Party’s Group or any of its or their Subcontractors shall be liable for any impairment in the provision or receipt, as applicable, of any Service caused by their not receiving information, materials or access pursuant to this Section 2.10, either timely or at all, or by their receiving inaccurate or incomplete information from or on behalf of Recipient or any Recipient Affiliate, and Provider shall provide Recipient with prompt notice of any such circumstance of which it becomes awarethe other Party’s Group. (d) Except as otherwise expressly set forth with respect to one or more specific Services in Exhibit A, Recipient and its Affiliates neither Party shall have no any right under this Agreement and shall not or be permitted under this Agreement to access any Information Systems or Software owned or controlled by Provider, the other Party or any member of its Affiliates or its or their RepresentativesGroup. To the extent any such access is granted to Recipient or its Affiliates any member of a Party’s Group in connection with the provision or receipt of one or more specific Services, Recipient the accessing Party shall, and shall cause the applicable members of its Affiliates Group to, comply with (i) the Information System and Software terms of access set forth in Exhibit C-1 C and (ii) the bona fide and generally applicable policies and procedures of Provider the other Party made available to Recipient such accessing Party in writing prior to the Effective Date (collectively, the “Provider Security Requirements”). (e) Except as otherwise expressly set forth with respect to one or more specific Services in Exhibit A, Provider and its Affiliates shall have no right under this Agreement and shall not be permitted under this Agreement to access any Information Systems or Software owned or controlled by Recipient, its Affiliates or its or their Representatives. To the extent any such access is granted to Provider or its Affiliates in connection with the provision of one or more specific Services, Provider shall, and shall cause its Affiliates to, comply with (i) the Information System and Software terms of access set forth in Exhibit C-2 and (ii) the policies and procedures of Recipient that are generally applicable to Recipient, its Subsidiaries, and its and their businesses and made available to Provider in writing within a reasonable period prior to the date that such access is granted (collectively, the “Recipient Security Requirements”). (f) Each Party shall notify the other Party promptly after becoming aware of any actual or suspected breach of security of such first the other Party’s Information Systems to the extent related to the Business or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein or any other sensitive or confidential information (including information relating to an identified or identifiable individual) supplied by or on behalf of such the other Party to such first Party or any member of its Affiliates (including where such first Party or its Affiliates has access to such information held by such other Party or on its behalf) Group in connection with this Agreement and, in the event of any such actual or suspected breach or destruction, loss, alternative, disclosure or access, each Party shall, and shall cause its Affiliates to, reasonably cooperate with the other Party in investigating and mitigating the effect thereof. In addition, (i) Provider shall notify Recipient promptly after becoming aware of any actual or suspected breach of security of Recipient’s Information Systems to the extent related to the Recipient Businesses or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein and, in the event of any such actual or suspected breach or destruction, loss, alteration, disclosure or access, Provider each Party shall, and shall cause the members of its Affiliates Group to, reasonably cooperate with Recipient in investigating and mitigating the effect thereof, and (ii) Recipient shall notify Provider promptly after becoming aware of any actual or suspected breach of security of Provider’s Information Systems to the extent related to the Retained Business or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein and, in the event of any such actual or suspected breach or destruction, loss, alteration, disclosure or access, Recipient shall, and shall cause its Affiliates to, reasonably cooperate with Provider other Party in investigating and mitigating the effect thereof.

Access and Cooperation; Reliance. (a) Each Party NewCo agrees that it shall, and shall cause its Affiliates to, (i) timely provide to the other Party and its Affiliates (and, if applicable, its and their Subcontractors)Pfizer, at no cost to such other PartyPfizer, reasonable access to personnel, facilities, systems, assets, information and books and records, in the case of Recipient, with respect to the Business, and in the case of Provider, with respect to the Services, and (ii) shall timely provide decisions, approvals and acceptances, in the each case of each of sub Sections (i) and (ii), as reasonably requested by such other Party Pfizer in order to enable it Pfizer to exercise its rights and perform its obligations under this Agreement in a timely and efficient manner. (b) Without limiting the foregoing in this Section 2.102.7, each Party shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate with the other Party in all matters relating to the provision and receipt of the Services and to use reasonable endeavours to minimize all costs and expenses contemplated to be paid hereunder (including Service Coststhe expense, Set-Up Costs, Service Exit Costs, and Early Termination Costs) and all distraction and disturbance to each Party, and shall perform all obligations hereunder in good faith and in accordance with principles of fair dealing. Such cooperation shall include (i) the execution and delivery of such further instruments or documents as may be reasonably requested by the other Party to enable the full performance of each Party’s obligations hereunder, hereunder and (ii) notifying the other Party in advance of any changes to a Party’s operating environment or personnel that would reasonably be expected to affect the provision or use of the Services in any material respectpersonnel, and working with the other Party to minimize the effect of such changes, and (iii) reasonably cooperating with Recipient and its Affiliates to accommodate non-material increases in the scope or volume of any Service, and to enable Recipient and its Affiliates to receive a Service (or find a reasonable workaround or alternative) in the event of any Compliance Concern. (c) In connection with the performance of this Agreement, each Party and Party, its Affiliates (and, if applicable, and its and their Subcontractors) Third Party service providers, subcontractors and consultants shall be entitled to rely upon the genuineness, validity and truthfulness of any document, instrument or other writing presented by or on behalf of the other Party or its Affiliates. None of ProviderNeither Party, nor its Affiliates or Affiliates, nor any of its or their Subcontractors Third Party service providers, subcontractors or consultants shall be liable for any impairment in the performance of any Service their obligations hereunder or for the failure to perform their obligations hereunder to the extent caused directly by their not receiving (i) the failure to receive information, materials or access from the other Party or its Affiliates pursuant to this Section 2.102.7, either timely or at all, or by (ii) their receiving inaccurate or incomplete information from or on behalf of Recipient or any Recipient Affiliate, and Provider shall provide Recipient with prompt notice of any such circumstance of which it becomes aware. (d) Except as otherwise expressly set forth with respect to one or more specific Services in Exhibit A, Recipient and its Affiliates shall have no right under this Agreement and shall not be permitted under this Agreement to access any Information Systems or Software owned or controlled by Provider, its Affiliates or its or their Representatives. To the extent any such access is granted to Recipient or its Affiliates in connection with the receipt of one or more specific Services, Recipient shall, and shall cause its Affiliates to, comply with (i) the Information System and Software terms of access set forth in Exhibit C-1 and (ii) the policies and procedures of Provider made available to Recipient in writing prior to the Effective Date (collectively, the “Provider Security Requirements”). (e) Except as otherwise expressly set forth with respect to one or more specific Services in Exhibit A, Provider and its Affiliates shall have no right under this Agreement and shall not be permitted under this Agreement to access any Information Systems or Software owned or controlled by Recipient, its Affiliates or its or their Representatives. To the extent any such access is granted to Provider or its Affiliates in connection with the provision of one or more specific Services, Provider shall, and shall cause its Affiliates to, comply with (i) the Information System and Software terms of access set forth in Exhibit C-2 and (ii) the policies and procedures of Recipient that are generally applicable to Recipient, its Subsidiaries, and its and their businesses and made available to Provider in writing within a reasonable period prior to the date that such access is granted (collectively, the “Recipient Security Requirements”). (f) Each Party shall notify the other Party promptly after becoming aware of any actual or suspected breach of security of such first Party’s Information Systems to the extent related to the Business or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure ofof its Affiliates, or access to, information contained therein or (iii) any other sensitive or confidential information (including information relating to an identified or identifiable individual) supplied failure by or on behalf of such the other Party to such first Party or its Affiliates (including where such first Party or its Affiliates has access to such information held by such other Party or on its behalf) in connection comply with any terms and conditions of this Agreement and, in the event of any such actual or suspected breach or destruction, loss, alternative, disclosure or access, each Party shall, and shall cause its Affiliates to, reasonably cooperate with the other Party in investigating and mitigating the effect thereof. In addition, (i) Provider shall notify Recipient promptly after becoming aware of any actual or suspected breach of security of Recipient’s Information Systems to the extent related to the Recipient Businesses or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein and, in the event of any such actual or suspected breach or destruction, loss, alteration, disclosure or access, Provider shall, and shall cause its Affiliates to, reasonably cooperate with Recipient in investigating and mitigating the effect thereof, and (ii) Recipient shall notify Provider promptly after becoming aware of any actual or suspected breach of security of Provider’s Information Systems to the extent related to the Retained Business or any accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, information contained therein and, in the event of any such actual or suspected breach or destruction, loss, alteration, disclosure or access, Recipient shall, and shall cause its Affiliates to, reasonably cooperate with Provider in investigating and mitigating the effect thereofAgreement.