Common use of Rulings or Unqualified Tax Opinions at Pfizer’s Request Clause in Contracts

Rulings or Unqualified Tax Opinions at Pfizer’s Request. Pfizer shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Pfizer determines to obtain a Ruling or an Unqualified Tax Opinion, Zoetis shall (and shall cause each Affiliate of Zoetis to) cooperate with Pfizer and take any and all actions reasonably requested by Pfizer in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Zoetis shall not be required to make (or cause any Affiliate of Zoetis to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Pfizer shall reimburse Zoetis for all reasonable costs and expenses, including expenses relating to the utilization of Zoetis personnel, incurred by the Zoetis Group in connection with such cooperation within ten Business Days after receiving an invoice from Zoetis therefor.