Common use of Apportionment of Tax Attributes Clause in Contracts

Apportionment of Tax Attributes. Pfizer shall in good faith advise Zoetis in writing of the amount, if any, of any Tax Attributes, which Pfizer determines, in its sole and absolute discretion, shall be allocated or apportioned to the Zoetis Group under applicable law, provided that this Section 3.08 shall not be construed as obligating Pfizer to undertake any such determination. Zoetis and all members of the Zoetis Group shall prepare all Tax Returns in accordance with such written notice. Zoetis agrees that it shall not dispute Pfizer’s allocation or apportionment of Tax Attributes. Zoetis may request that Pfizer undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the Zoetis Group under applicable law; to the extent that Pfizer determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise Zoetis of its intention to undertake such determination within 20 Business Days of the receipt of such request, Zoetis shall be permitted to undertake such determination at its own cost and expense and shall notify Pfizer of its determination, which determination shall not be binding upon Pfizer.