Common use of Counterparts; Entire Agreement; Conflicting Agreements Clause in Contracts

Counterparts; Entire Agreement; Conflicting Agreements. (a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) This Agreement, the Ancillary Agreements, the exhibits, the schedules and appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Subject to Section 4.04(d), in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control with respect to the subject matter thereof, and this Agreement shall control with respect to all other matters. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Local Separation Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other matters. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement.

Counterparts; Entire Agreement; Conflicting Agreements. (a) This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one (1) and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each of the parties Party and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect asas being, executed by an original signature. (b) This Agreement, the Quality Agreement, the Separation Agreement, the other Ancillary Agreements, the exhibits, the schedules and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In the event of any inconsistency between this Agreement and any Schedule heretoother agreement entered into in connection with the Transaction (including the Separation Agreement), the Schedule Separation Agreement shall prevail. Subject to Section 4.04(d), in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control with respect to the subject matter thereof, and this Agreement shall control with respect to all other matters. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Local the Separation Agreement, the Local Separation Agreement shall control with respect only to control. (d) If there is any working capital adjustment provisions in any Local Separation conflict between the terms of this Agreement and the Quality Agreement, and this Agreement shall control prevail, with respect to non-quality related terms, and the Quality Agreement shall govern with respect to all other mattersquality related terms. If a Subsidiary of Pfizer and a Subsidiary any provisions of the Company are parties to a Local Separation Quality Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities are inconsistent with the terms of the Compliance Requirements, the Compliance Requirements shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreementprevail.

Counterparts; Entire Agreement; Conflicting Agreements. (a) 11.16.1 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Parties and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) 11.16.2 This Agreement, the Global Separation Agreement, the Ancillary Agreements, the exhibits, the schedules schedules, and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In 11.16.3 If, a Pfizer Licensor and the event applicable Company Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of any inconsistency between Licensed Marks or Licensed Copyrighted Works pursuant to this Agreement and shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. 11.16.4 Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any Schedule hereto, agreement entered into by the Schedule shall prevail. Subject to Section 4.04(d), in the event and Parties prior to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control Effective Date with respect to licensing of the subject matter thereof, and this Agreement shall control with respect Licensed Marks or the Licensed Copyrighted Works to all the Company or any other matters. member of the Company Group. 11.16.5 In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Global Separation Agreement or any Local Separation other Ancillary Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other mattersprevail. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement.[Signature Page Follows]

Counterparts; Entire Agreement; Conflicting Agreements. (a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed execution by an original signature. (b) This Agreement, the Ancillary Agreements, the exhibits, the schedules and the appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter matter, and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Subject to Section 4.04(d8.06(d), in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control with respect to the subject matter thereof, and this Agreement shall control with respect to all other matters. In the event and to the extent ; provided that there shall be a conflict between the provisions of this Agreement and the provisions in respect of any Local Separation Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other matters, except in respect of the provisions set forth on Schedule 2.02(d). Without limiting the foregoing, except as explicitly provided in this Agreement, this Agreement shall not govern Tax matters (including any administrative, procedural and related matters thereto) which shall be exclusively governed by the Tax Matters Agreement and the Employee Matters Agreement and to the extent of any inconsistency between this Agreement and either of the Tax Matters Agreement or Employee Matters Agreement, the terms of the Tax Matters Agreement or Employee Matters Agreement, as the case may be, shall govern. If a Subsidiary of Pfizer Parent and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Separation Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Separation Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise transferred, assumed or assigned pursuant to an agreement between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. (d) Parent represents on behalf of itself and each member of the Parent Group, and the Company represents on behalf of itself and each member of the Lithium Group, as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and (ii) this Agreement and each Ancillary Agreement to which it is a party has been (or, in the case of any Ancillary Agreement, will be on or prior to the Separation Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

Counterparts; Entire Agreement; Conflicting Agreements. (a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Party and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect asas being, executed by an original signature. (b) This AgreementExcept as provided in this Section 13.01(b), (i) the Ancillary Agreements, Transaction Documents and the exhibits, the schedules and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, Taxes and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter matter, and (ii) there are no agreements or understandings between the parties Parties or their respective Groups with respect to such subject matter other than those set forth or referred to herein or therein. All such other agreements shall be of no further effect between the Lilly Group, on the one hand, and the Company Group, on the other hand, and any rights or obligations between the Parties’ respective Groups existing thereunder shall be fully and finally settled, calculated as of the date hereof; provided, that any existing Tax sharing, Tax allocation or similar agreement in respect of any consolidated, combined, unitary or similar group that includes one or more members of the Lilly Group and one or more members of the Company Group shall remain in effect with respect to such Company Group member(s) until the date on which such Company Group member(s) cease to be included in such consolidated, combined, unitary or similar group, and any rights or obligations between the Parties’ respective Groups existing thereunder as of such date shall be fully and finally settled, calculated as of such date. Any payments made pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by Lilly, payments made pursuant to such agreements shall be credited to Lilly or the Company, as applicable, in computing their respective obligations under this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement. (c) In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Subject to Section 4.04(d), in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control with respect to the subject matter thereof, and this Agreement shall control with respect to all other matters. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Local Separation other Ancillary Agreement, the a Local Separation Transfer Agreement shall control or an agreement described in Section 13.01(b), in each case with respect only to any working capital adjustment provisions in any Local Separation AgreementTaxes, and this Agreement shall control with respect to all other matters. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreementcontrol.

Counterparts; Entire Agreement; Conflicting Agreements. (a) 11.16.1. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Parties and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) 11.16.2. This Agreement, the Global Separation Agreement, the Ancillary Agreements, the exhibits, the schedules schedules, and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In 11.16.3. If, a Pfizer Licensor and the event applicable Company Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of any inconsistency between Licensed Marks or Licensed Copyrighted Works pursuant to this Agreement and shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. 11.16.4. Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any Schedule hereto, agreement entered into by the Schedule shall prevail. Subject to Section 4.04(d), in the event and Parties prior to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control Effective Date with respect to licensing of the subject matter thereof, and this Agreement shall control with respect Licensed Marks or the Licensed Copyrighted Works to all the Company or any other mattersmember of the Company Group. 11.16.5. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Global Separation Agreement or any Local Separation other Ancillary Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other mattersprevail. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement.[Signature Page Follows]

Counterparts; Entire Agreement; Conflicting Agreements. (a) 17.18.1 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Parties and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) 17.18.2 This Agreement, the Global Separation Agreement, the Ancillary Agreements, the exhibits, the schedules schedules, and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In 17.18.3 If, a Pfizer Licensor and the event applicable Company Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of any inconsistency between Licensed IP pursuant to this Agreement and shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. 17.18.4 Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any Schedule hereto, agreement entered into by the Schedule shall prevail. Subject to Section 4.04(d), in the event and Parties prior to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control Effective Date with respect to licensing of the subject matter thereof, and this Agreement shall control with respect Licensed IP to all the Company or any other matters. member of the Company Group. 17.18.5 In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Local the Global Separation Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other mattersprevail. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement.[Signature Page Follows]

Counterparts; Entire Agreement; Conflicting Agreements. (a) 18.18.1 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Parties and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) 18.18.2 This Agreement, the Global Separation Agreement, the Ancillary Agreements, and the exhibits, the schedules schedules, and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In 18.18.3 If, a Company Licensor and the event applicable Pfizer Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of any inconsistency between Company Patent Rights, Company Know-How, or Company Future Patent Rights pursuant to this Agreement and shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. 18.18.4 Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any Schedule hereto, agreement entered into by the Schedule shall prevail. Subject to Section 4.04(d), in the event and Parties prior to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control Effective Date with respect to licensing of Company Patent Rights, Company Know-How, or Company Future Patent Rights to Pfizer or any other member of the subject matter thereof, and this Agreement shall control with respect to all other matters. Pfizer Group. 18.18.5 In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Global Separation Agreement or any Local Separation Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other mattersprevail. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement.[Signature Page Follows]

Counterparts; Entire Agreement; Conflicting Agreements. (a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed execution by an original signature. (b) This Agreement, the Ancillary Agreements, the exhibits, the schedules and the appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter matter, and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Subject to Section 4.04(d‎Section 8.06(d), in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control with respect to the subject matter thereof, and this Agreement shall control with respect to all other matters. In the event and to the extent ; provided that there shall be a conflict between the provisions of this Agreement and the provisions in respect of any Local Separation Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other matters, except in respect of the provisions set forth on Schedule 2.02(d). Without limiting the foregoing, except as explicitly provided in this Agreement, this Agreement shall not govern Tax matters (including any administrative, procedural and related matters thereto) which shall be exclusively governed by the Tax Matters Agreement and the Employee Matters Agreement and to the extent of any inconsistency between this Agreement and either of the Tax Matters Agreement or Employee Matters Agreement, the terms of the Tax Matters Agreement or Employee Matters Agreement, as the case may be, shall govern. If a Subsidiary of Pfizer Parent and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Separation Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Separation Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise transferred, assumed or assigned pursuant to an agreement between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. (d) Parent represents on behalf of itself and each member of the Parent Group, and the Company represents on behalf of itself and each member of the Lithium Group, as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and (ii) this Agreement and each Ancillary Agreement to which it is a party has been (or, in the case of any Ancillary Agreement, will be on or prior to the Separation Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

Counterparts; Entire Agreement; Conflicting Agreements. (a) 17.18.1 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Parties and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) 17.18.2 This Agreement, the Global Separation Agreement, the Ancillary Agreements, the exhibits, the schedules schedules, and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In 17.18.3 If, a Pfizer Licensor and the event applicable Company Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of any inconsistency between Licensed IP pursuant to this Agreement and shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. 17.18.4 Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any Schedule hereto, agreement entered into by the Schedule shall prevail. Subject to Section 4.04(d), in the event and Parties prior to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control Effective Date with respect to licensing of the subject matter thereof, and this Agreement shall control with respect Licensed IP to all the Company or any other matters. member of the Company Group. 17.18.5 In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Global Separation Agreement or any Local Separation other Ancillary Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other matters. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreementprevail.

Counterparts; Entire Agreement; Conflicting Agreements. (a) 18.18.1 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Parties and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) 18.18.2 This Agreement, the Global Separation Agreement, the Ancillary Agreements, the exhibits, the schedules schedules, and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In 18.18.3 If, a Company Licensor and the event applicable Pfizer Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of any inconsistency between Company Patent Rights, Company Know-How, or Company Future Patent Rights pursuant to this Agreement and shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. 18.18.4 Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any Schedule hereto, agreement entered into by the Schedule shall prevail. Subject to Section 4.04(d), in the event and Parties prior to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control Effective Date with respect to licensing of Company Patent Rights, Company Know-How, or Company Future Patent Rights to Pfizer or any other member of the subject matter thereof, and this Agreement shall control with respect to all other matters. Pfizer Group. 18.18.5 In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Global Separation Agreement or any Local Separation other Ancillary Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other mattersprevail. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement.[Signature Page Follows]

Counterparts; Entire Agreement; Conflicting Agreements. (a) 17.18.1 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties Parties and delivered to the other partyParty. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature. (b) 17.18.2 This Agreement, the Global Separation Agreement, the Ancillary Agreements, the exhibits, the schedules schedules, and appendices hereto and thereto contain the entire agreement between the parties Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties Parties with respect to such subject matter other than those set forth or referred to herein or therein. (c) In 17.18.3 If, a Pfizer Licensor and the event applicable Company Licensee are parties to a Local Separation Agreement entered into prior to the Effective Date, any license of any inconsistency between Licensed IP pursuant to this Agreement and shall be treated as occurring pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement. 17.18.4 Each Party hereby acknowledges on behalf of its Affiliates that this Agreement supersedes any Schedule hereto, agreement entered into by the Schedule shall prevail. Subject to Section 4.04(d), in the event and Parties prior to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control Effective Date with respect to licensing of the subject matter thereof, and this Agreement shall control with respect Licensed IP to all the Company or any other matters. member of the Company Group. 17.18.5 In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Global Separation Agreement or any Local Separation Agreement, the Local Separation Agreement shall control with respect only to any working capital adjustment provisions in any Local Separation Agreement, and this Agreement shall control with respect to all other mattersprevail. If a Subsidiary of Pfizer and a Subsidiary of the Company are parties to a Local Separation Agreement entered into prior to the Effective Date, then any transfer, assumption or payment (other than payments for products purchased, services provided or royalties accrued after the Effective Date) between such entities pursuant to this Agreement or any Ancillary Agreement that is not otherwise between such entities shall be treated as occurring between such entities pursuant to such Local Separation Agreement on the effective date of such Local Separation Agreement.[Signature Page Follows]