Common use of Documents Relating to Other Transfers of Assets and Assumption of Liabilities Clause in Contracts

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Animal Health Assets and the assumption of Animal Health Liabilities set forth in Section 2.01(a) and (b) simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Pfizer shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, deeds, assignments of Contracts and other instruments of transfer, conveyance and assignment (collectively, the “Additional Pfizer Transfer Documents”) as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Pfizer’s and its Subsidiaries’ right, title and interest in and to the Animal Health Assets to the Company, and (ii) the Company shall execute and deliver, to Pfizer and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assumptions of Contracts and other instruments of assumption (collectively, the “Additional Company Transfer Documents”, and together with the Additional Pfizer Transfer Documents, the “Additional Transfer Documents”) as and to the extent necessary to evidence the valid and effective assumption of the Animal Health Liabilities by the Company or a Subsidiary of the Company. For the avoidance of doubt, Additional Transfer Documents shall exclude the Local Separation Agreements.

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Animal Health MJN Assets and the assumption of Animal Health MJN Liabilities set forth in Section 2.01(a) and (b) simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Pfizer BMS shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, deeds, assignments of Contracts contracts, assignment of trademarks, assignment of domain names, assignment of patents, and other instruments of transfer, conveyance and assignment (collectively, the “Additional Pfizer BMS Transfer Documents”) as and to the extent necessary to evidence the transfer, conveyance and assignment of all of PfizerBMS’s and its Subsidiaries’ right, title and interest in and to the Animal Health MJN Assets to the CompanyMJN, and (ii) the Company MJN shall execute and deliver, to Pfizer BMS and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assumptions of Contracts contracts and other instruments of assumption (collectively, the “Additional Company MJN Transfer Documents”, and together with the Additional Pfizer BMS Transfer Documents, the “Additional Transfer Documents”) as and to the extent necessary to evidence the valid and effective assumption of the Animal Health MJN Liabilities by the Company or a Subsidiary of the Company. For the avoidance of doubt, Additional Transfer Documents shall exclude the Local Separation AgreementsMJN.

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Animal Health HDD Assets and the assumption of Animal Health HDD Liabilities set forth in Section 2.01(a) this Agreement and (b) certain Ancillary Agreements, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Pfizer Company shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, deeds, assignments of Contracts contracts, supplemental trust indentures and other instruments of transfer, conveyance and assignment (collectively, the “Additional Pfizer Transfer Documents”) as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Pfizer’s Company's and its Subsidiaries’ ' right, title and interest in and to the Animal Health HDD Assets and Delayed Transfer Assets to the Company, Spinco and its Subsidiaries and (ii) the Company Spinco and its Subsidiaries shall execute and deliver, to Pfizer Company and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assumptions of Contracts contracts, supplemental trust indentures and other instruments of assumption (collectively, the “Additional Company Transfer Documents”, and together with the Additional Pfizer Transfer Documents, the “Additional Transfer Documents”) as and to the extent necessary to evidence the valid and effective assumption of the Animal Health HDD Liabilities and Delayed Transfer Liabilities by the Company or a Subsidiary of the Company. For the avoidance of doubt, Additional Transfer Documents shall exclude the Local Separation AgreementsSpinco and its Subsidiaries.

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Animal Health Building Products Assets and the assumption of Animal Health Building Products Liabilities set forth in Section 2.01(a) and (b) simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Pfizer HeidelbergCement shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock share powers, certificates of title, deeds, assignments of Contracts and other instruments of transfer, conveyance and assignment (collectively, the “Additional Pfizer HeidelbergCement Transfer Documents”) as and to the extent necessary to evidence the transfer, conveyance and assignment of all of PfizerHeidelbergCement’s and its Subsidiaries’ right, title and interest in and to the Animal Health Building Products Assets to the Company, and (ii) the Company shall execute and deliver, to Pfizer HeidelbergCement and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock share powers, certificates of title, assumptions of Contracts and other instruments of assumption (collectively, the “Additional Company Transfer Documents”, and together with the Additional Pfizer HeidelbergCement Transfer Documents, the “Additional Transfer Documents”) as and to the extent necessary to evidence the valid and effective assumption of the Animal Health Building Products Liabilities by the Company or a Subsidiary of the Company. For the avoidance of doubt, Additional Transfer Documents shall exclude the Local Separation Agreements.

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Animal Health Assets and the assumption of Animal Health Liabilities set forth in Section 2.01(a) and (b) simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Pfizer shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, deeds, assignments of Contracts and other instruments of transfer, conveyance and assignment (collectively, the “"Additional Pfizer Transfer Documents”") as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Pfizer’s 's and its Subsidiaries’ ' right, title and interest in and to the Animal Health Assets to the Company, and (ii) the Company shall execute and deliver, to Pfizer and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assumptions of Contracts and other instruments of assumption (collectively, the “"Additional Company Transfer Documents”", and together with the Additional Pfizer Transfer Documents, the “"Additional Transfer Documents”") as and to the extent necessary to evidence the valid and effective assumption of the Animal Health Liabilities by the Company or a Subsidiary of the Company. For the avoidance of doubt, Additional Transfer Documents shall exclude the Local Separation Agreements.