FORM OF TAX MATTERS AGREEMENTTax Matters Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ], by and among Pfizer Inc., a Delaware corporation (“Pfizer”), and Zoetis Inc. a Delaware corporation and a wholly owned subsidiary of Pfizer (“Zoetis”) (Pfizer and Zoetis are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
FORM OF PATENT AND KNOW-HOW LICENSE AGREEMENT (PFIZER AS LICENSOR)Patent and Know-How License Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
This PATENT AND KNOW-HOW LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF GLOBAL SEPARATION AGREEMENTGlobal Separation Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS GLOBAL SEPARATION AGREEMENT, dated as of [—], 201[—], is by and between PFIZER INC., a Delaware corporation (“Pfizer”) and ZOETIS INC., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
FORM OF TRADEMARK AND COPYRIGHT LICENSE AGREEMENTTrademark and Copyright License Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS TRADEMARK AND COPYRIGHT LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of _________, _____ (this “Agreement”), is by and between Zoetis Inc., a Delaware corporation (“Zoetis”), and Pfizer Inc., a Delaware corporation (“Pfizer”).
FORM OF TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
This Transitional Services Agreement (this “Agreement”) is entered into this day of , 201[ ] by and between PFIZER INC., a Delaware corporation (“Pfizer”) and Zoetis Inc., a Delaware corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).
FORM OF RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENTResearch and Development Collaboration and License Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
THIS RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF PATENT AND KNOW-HOW LICENSE AGREEMENT (THE COMPANY AS LICENSOR)Patent and Know-How License Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
This PATENT AND KNOW-HOW LICENSE AGREEMENT (the “Agreement”) is made effective as of [—] (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (“Pfizer”) and Zoetis Inc., a Delaware corporation having its principal place of business at 235 E. 42nd Street, New York, New York 10017 (the “Company”). Pfizer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF ENVIRONMENTAL MATTERS AGREEMENTEnvironmental Matters Agreement • November 9th, 2012 • Zoetis Inc. • Pharmaceutical preparations • New York
This ENVIRONMENTAL MATTERS AGREEMENT, dated as of [—], 201[—], is by and among PFIZER INC., a Delaware corporation and ZOETIS INC., a Delaware corporation.
