Common use of Performance of Services Clause in Contracts

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service Provider shall perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, or the performance of a Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Service Recipient requests that Service Provider perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on 2.05, the Schedules hereto, Service Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by Service Provider or on behalf of Parent or any of its applicable Subsidiaries to Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time, and, in any event, in a manner that conforms in all material respects with the “Service Baseline Period”)terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement Contract with a Third Party. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement Contract with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval divided proportionately between the Provider and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, the Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided to Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one-year period ending on the last day of Parent’s last fiscal quarter completed on or prior to the date of the External Distribution (the “Service Baseline Period”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 7.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on 2.06, the Schedules hereto, Service Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by Service Provider or on behalf of Parent or any of its applicable Subsidiaries to Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time, and, in any event, in a manner that conforms in all material respects with the “Service Baseline Period”)terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval divided proportionately between the Provider and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, the Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided to Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one year period ending on the last day of Parent’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (d) Subject to Sections 2.02(b) and 9.12, if a Recipient provides a Provider with written notice of the occurrence of any Significant Service Shortfall (as defined below), such Provider shall promptly, for no additional charge, use reasonable best efforts to rectify or cause to be rectified such Significant Service Shortfall. In addition to any other rights the Recipient may have pursuant to this Agreement, if the Provider fails to rectify or cause to be rectified such Significant Service Shortfall within five (5) business days from the date of such notice, such Recipient may obtain replacement services from a Third Party or perform such services for itself and such Provider shall reimburse the Recipient for the reasonable cost of any such replacement services, less the amount such Recipient would have paid pursuant to this Agreement for such Services. A “Significant Service Shortfall” shall be deemed to have occurred if, subject to the Recipient’s compliance in all material respects with Section 3.01 and the Recipient providing its approval as specified in the proviso in Section 2.04, the quality or performance of the Services provided by a Provider hereunder falls (i) Without prejudice below an express service level identified with respect to a specific Service in the Schedules hereto, or (ii) materially below the standards required by Section 8.08(b2.02(a), neither Service as applicable. (e) (i) Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 7.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (ef) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on 2.05, the Schedules hereto, Service Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by Service Provider or on behalf of Parent or any of its applicable Subsidiaries to Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time, and, in any event, in a manner that conforms in all material respects with the “Service Baseline Period”)terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval divided proportionately between the Provider and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform such Service or cause such Service to be performed such Serviceperformed. (c) If The estimated resources required for each Service Recipient requests that shall be set forth on the Schedules. Unless otherwise provided with respect to a specific Service on the Schedules hereto, the Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided to Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one year period ending on the last day of Parent’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate act in good faith to determine whether Service the Provider will could be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.higher

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.06, Service Provider shall perform perform, or cause to be performed (directly, through one (1) or more of its Subsidiariesapplicable Group Members, or through a Third Third-Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time and that in any event, conforms in all material respects with the “terms of Schedule A and/or Schedule B. It is understood and agreed that the Service Baseline Period”)Provider is not a professional provider of the types of services included in the Services and that Provider personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract contract, agreement or agreement permit with a Third Party. If Service Provider is or becomes aware that of any such violation is reasonably likelypotential violation, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall Provider and Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract contract, agreement or agreement permit with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.022.03. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time Group Members in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service the Provider shall, to the extent reasonably practicable, use commercially reasonable efforts in good faith to provide alternative services that are substantially similar to the applicable Services for which consent was not obtained, or the performance of which would constitute a violation of any applicable Law; provided, that nothing in this Section 2.03(b) shall have no obligation whatsoever obligate any Provider (or any Subsidiary of a Provider) to perform violate any applicable Law or cause breach any of its contractual obligations to be performed a Third Party in connection with the provision of such Servicealternative Services. (c) If Service Recipient requests that Service Provider perform or cause to be performed any Service in a manner that It is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section intent of the Schedules hereto, as Provider to plan and staff such that the Provider can properly perform the Services that Provider has agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided perform under this Agreement, in each case subject and the Provider does not anticipate the need for any rationing or limitation of Services. Notwithstanding the foregoing, the Recipient acknowledges and agrees that the Provider shall have the right to establish reasonable priorities between the needs of the Provider, on the one hand, and the needs of the Recipient, on the other hand, as to the terms provision of any Service if the Provider determines that such priorities are necessary to avoid any adverse effect on the Provider. If any such priorities are established, the Provider shall advise the Recipient as soon as possible of any Service that will be materially delayed as a result of such prioritization, and conditions will use commercially reasonable efforts to minimize the duration and impact of this Agreementsuch delays. (id) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and Group Members. (iie) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 2.03 OR ARTICLE VIISECTION 8.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ITS GROUP MEMBERS, THAT ALL SERVICES (AND ANY RELATED PRODUCTS) PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (ef) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Third-Party consents consents, licenses or approvals required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all documented and reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, license or approval, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement”). (i) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISET FORTH HEREIN, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS REPRESENTATIONS, STATEMENTS, COVENANTS, OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.5, Service Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, directly through one (1) or more of its Subsidiaries, or through a Third Third-Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Third-Party consents consents, licenses or approvals required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.022.2. Service Recipient shall reimburse Service Provider for all documented and reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, license or approval, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement”). (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (iid) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISET FORTH HEREIN, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS REPRESENTATIONS, STATEMENTS, COVENANTS, OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by Service Provider or on behalf of Rayonier or any of its applicable Subsidiaries to Rayonier or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval divided proportionately between the Provider and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Service Recipient requests that Service The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided to Rayonier or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during calendar year 2013 (the “Service Baseline Period”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules Schedule 1 hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 7.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service Provider shall perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or violate, conflict with, result in the loss of any benefit under, or increase the costs under any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of any such violation is reasonably likelypotential violation, Service conflict, loss of benefit or increased cost on the part of Provider or any of its Affiliates, Provider shall use commercially reasonable efforts to promptly advise Service Recipient SpinCo of such potential violation, conflict, loss of benefit or increased cost, and the applicable Parties shall Provider and SpinCo will mutually seek an alternative that addresses such potential violation, conflict, loss of benefit or increased cost. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); providedborne by SpinCo. If, howeverwith respect to a Service, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable LawLaw or violate, Service conflict with, result in the loss of any benefit under or increase the costs under any existing contract or agreement with a Third Party, then Provider shall determine and adopt, subject to SpinCo’s prior written approval, a commercially reasonable alternative to the affected Services; provided, however, that if no such commercially reasonable alternative is available, Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (cb) Provider shall perform or to cause to be performed such Service with substantially the same degree of care, skill and diligence with which Provider performed analogous services for Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) consistent with past practices during the six (6) months prior to the Effective Time (the “Service Baseline Period”), including without limitation with respect to the quality and timeliness of such Services; provided that the Level of Service shall not be deemed to be a guaranty of any particular result. If Service Recipient SpinCo requests that Service Provider perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate act in good faith to determine whether Service Provider will be required is willing to provide such requested increased higher Level of Service (and, if so, the terms therefor). Furthermore, SpinCo may request additional transition services to the extent such transition services reasonably relate to the transition of the SpinCo Business (each an “Additional Service”). If the applicable Parties determine that Service Provider shall provide the requested increased higher Level of Service or the requested Additional Service, then such increased higher Level of Service or Additional Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules Schedule 1 hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases or Additional Services set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. If there is a conflict between the immediate needs of Provider and those of SpinCo as to the use of or access to a particular Service, which conflict cannot reasonably be avoided, Provider shall have the right, in its sole discretion, to establish reasonable priorities, at particular times and under particular circumstances, as between Provider and SpinCo. In any such situation, Provider shall provide notice to SpinCo of any changes at the earliest practical opportunity. (i) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient SpinCo and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII7.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, SPINCO ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (ed) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. (e) Provider shall not be required to incur capital expenses or employ additional personnel in order to provide the Services (other than employing additional personnel in the future to replace exiting personnel providing the Services, if such replacement personnel are necessary in order for Provider to fulfill its obligations under this Agreement). Furthermore, Provider shall not be obligated to provide Services hereunder that are greater in nature and scope than the Services historically rendered by Provider in the operation of SpinCo’s business by Provider prior to the date hereof, except as may be specifically provided on the Schedules hereto or as otherwise agreed to in writing by Provider and SpinCo. Subject to the Level of Service, management of and control over the provision of the Services (including without limitation the determination or designation at any time of the employees or other resources of Provider to be used in connection with the Services) shall reside solely with Provider.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one twelve (1)-year 12)-month period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable date of the Distribution Date (the “Service Baseline Period”)) and that in any event, conforms in all material respects with the terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall Provider and Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient ; provided, however, that Provider shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time not be obligated, in connection with obtaining any such Third Party consent that is required consent, to allow Service Provider contribute any capital, pay or grant any consideration or concession in any form (including by providing any letter of credit, guaranty or other financial accommodation) to perform or cause to be performed such Services (it being understood that to the extent any such consent is required Person, other than, in respect of a Service to be provided to more than one Party hereundereach case, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such reasonable out-of-pocket cost expenses, attorneys’ fees and recording or expense similar fees incurred in excess by Provider or any of one hundred thousand dollars ($100,000.00) its Subsidiaries, all of which shall require advance written approval of Service be promptly reimbursed by Recipient; provided. If, furtherwith respect to a Service, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is more burdensome in any material respect (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the Service Baseline Period. If Recipient requests that Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine agree that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement agreement, and the Level of Service increases increase(s) set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII7.04, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS,” “WHERE IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, The Service Provider covenants that it shall perform (directlythe Services in a commercially reasonable and workmanlike manner, through one (1) or more of its Subsidiariesand in any case, or through a Third Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to consistent with the analogous level of services provided by such Service Provider or any of its applicable Subsidiaries would in similar circumstances provide to its applicable functional group Affiliates through its companies or Subsidiary (collectively referred to businesses, or as otherwise provided in the “Level of Service”) during Schedules. During the one (1)-year period ending on Term, the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to maintain the resources appropriate to provide the Services with not less than the level of care, quality, and timeliness that the Service Provider would use to provide similar services to its own businesses. The Service Provider shall promptly advise Service notify the Recipient of such potential violation, and any staffing or resource problems of which it becomes aware of that could reasonably be considered to materially affect the applicable Parties shall mutually seek an alternative that addresses such potential violationServices. The Parties agree to cooperate shall work together in good faith to remedy any such problems. (b) The Recipient understands that prior to the Effective Date, the Service Provider may have contracted with Third Party Service Providers to provide services in connection with all or any portion of the Services to be provided hereunder. The Service Provider reserves the right to continue in accordance with past practice in the ordinary course of business to subcontract with Third Party Service Providers to provide the Services. (c) The Service Provider shall perform the Services in compliance in all material respects with all applicable Laws. The Service Provider shall promptly notify the Recipient of any compliance problems of which it becomes aware that could reasonably be considered to materially and adversely affect the Services or the Recipient. (d) Both Parties shall use commercially reasonable efforts to obtain as promptly as possible the consents, approvals, licenses or authorizations of any Person as may be necessary Third Party consents required under any existing contract or agreement with a Third Party for the performance of its obligations pursuant to allow this Agreement, provided that the Service Provider shall be the primary point of contact with such Person. The Recipient shall be responsible for any costs associated with obtaining such consents, approvals, licenses or authorizations, provided that the Service Provider must obtain the Recipient’s prior consent to performsuch costs before agreeing to or otherwise incurring such costs. In the event that the consent, approval, license or cause authorization of any such Person, if required, is not obtained within a reasonable time period after the Effective Date, the Parties shall work together to develop a commercially reasonable alternative for the provision of the Services affected by such failure to obtain consent. While the Parties are developing such an alternative plan, the Service Provider shall be performed, all Services to be provided hereunder in accordance with the standards relieved of its obligations as set forth in this Section 2.02. Service 2.2(e) and the Recipient shall reimburse not be obligated to pay for such Services. If the Parties elect such an alternative plan, the Service Provider shall provide the Services in such alternative manner at the Recipient’s sole cost and expense (unless otherwise agreed in writing by the Parties). If the Parties do not accept such alternative, or no commercially reasonable alternative exists, the Service Provider shall be relieved of its obligation to provide such Service and Recipient shall have no obligation to pay for all reasonable out-of-pocket costs such Service. (e) The Service Provider’s inability to perform any of its responsibilities under this Agreement shall be excused if and expenses (if any) to the extent incurred by the non-performance is caused by: (i) the failure of the Recipient, its third party providers, its subcontractors, or its or their employees or agents: (A) to perform the Recipient’s obligations under this Agreement, or (B) to provide resources the Service Provider reasonably requested when required; (ii) the wrongful or tortious actions of the Recipient, its third party providers, its subcontractors, or its or their employees or agents; (iii) the Service Provider’s compliance with the Recipient’s instructions, decisions, consents, notices, acceptances, authorizations, waivers, permissions or approvals; or (iv) the improper functioning or unavailability of technology for which Service Provider or any of its Subsidiaries at any time following Third Party Service Providers does not have operational responsibility. In the First Effective Time event the Recipient fails to perform its obligations hereunder or to provide resources under this Agreement when required, the Service Provider will notify the Recipient in connection with obtaining writing of any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval failure and the incurrence of such cost or expense is reasonably necessary for Service Provider nonetheless use commercially reasonable efforts to provide the applicable Service Services in accordance with the standards set forth in this Agreementabsence of such resources, provided that the Recipient will reimburse the Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, or the performance of a Service for any costs reasonably incurred by Service Provider would constitute a violation in the course of any applicable Lawmitigating, Service Provider shall have no obligation whatsoever to perform overcoming, or cause to be performed such Service. (c) If Service Recipient requests that Service Provider perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than working around the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date effects of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementnon-performance. (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform (directlyperform, through or shall cause one (1) or more members of its Subsidiaries, or through a Third Party service provider in accordance herewith)Group to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the such Services (or analogous services services) provided by Service Provider or on behalf of Tech or any of its applicable Subsidiaries with respect to its applicable functional group the Fuels Business or Subsidiary Tech Business, as applicable, during the twelve (12) months prior to the Effective Date (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likelyAs between the Parties, Service the Provider shall use commercially reasonable efforts be the party that determines, in its sole discretion, whether to promptly advise Service Recipient of such potential violation, communicate with and shall be the applicable party that communicates with Third Parties shall mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain connection with any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided hereunder to the Recipient hereunder, with any such communications to be in accordance with the standards set forth sole discretion of Provider. Unless otherwise agreed in this Section 2.02. Service Recipient shall reimburse Service Provider for writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any member of its Subsidiaries at any time following the First Effective Time Group in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such any Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient hereunder shall be responsible paid for fifty percent (50%) of such reimbursement); providedby the Recipient. If, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, a required Third-Party consent has not been obtained, or the performance of a Service by Service or on behalf of the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality, service quantity, or allocation of personnel or resources) than such services (or analogous services) provided by or on behalf of Tech or any of its Subsidiaries with respect to the Fuels Business or Tech Business, as applicable, during the 12-month period prior to the Effective Date. Without limiting the generality of the foregoing, the Provider shall not be required to maintain the employment of any specific employee(s), hire additional employees or third-party service providers or purchase, lease or license any additional equipment, software or other assets or properties in order the provide the Services hereunder. If Service the Recipient requests that Service the Provider perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than exceeds the Level of Service during the Service Baseline PeriodService, then the applicable Parties shall reasonably cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall which may be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject an amendment or addendum to the terms and conditions of this Agreement. (id) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any member of its Subsidiaries Group shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and the members of its Subsidiaries, and (ii) Group. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 Section 1.02 OR ARTICLE VIISection 6.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other PartyLaw.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service Each Provider shall perform (directly, through one (1) or more of and cause its Subsidiaries, or through a Third Party service provider in accordance herewith), Subsidiaries to perform all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in nature, quality and timeliness to the analogous services provided by Baxter or its applicable Subsidiaries (if such Parties are the Provider) or Baxalta or its applicable Subsidiaries (if such Parties are the Provider), as applicable, prior to the Commencement Date (or, to the extent the quality or nature of such Services provided internally improves over the duration of this Agreement, in a manner that is substantially similar in all material respects nature to such nature and quality); provided that, if not so previously provided, then such Services shall be performed in a manner substantially similar to similar services provided to the analogous services provided by Service Provider’s Affiliates or businesses. The Provider or any of shall cause it and its applicable Subsidiaries to perform its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)duties and responsibilities hereunder in good faith. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Laws, the Code of Conduct of such Provider or any applicable Law of its direct or indirect parent companies, or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such violation is reasonably likelyrestriction on the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service send a Notice to the Recipient of any such potential violation, and the applicable Parties shall mutually seek an alternative that addresses such potential violationrestriction. The Parties each agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents Consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement)Service; provided, however, that neither Baxter nor Baxalta (nor any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00their respective Subsidiaries) shall require advance written approval of Service be obligated to contribute any capital, pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees to a Governmental Authority from whom such Consents are requested, which shall be payable by the Recipient; provided. If, furtherwith respect to a Service, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, Consent or the performance of a such Service by Service the Provider would continue to constitute a violation of applicable Laws or the applicable Code of Conduct of such Provider or any applicable Lawof its direct or indirect parent companies, Service the Provider shall have no obligation whatsoever use commercially reasonable efforts in good faith to perform or cause provide such Services in a manner as closely as possible to the standards described in this Section 2.04 that would apply absent the exception provided for in the first sentence of this Section 2.04(b) (and performance in such manner shall be performed deemed to satisfy the performance obligations of the Provider in respect of such Service). (c) Except in the case of any written agreement between Provider and Recipient that specifies a particular volume or quantity (or a volume or quantity ceiling), the Provider shall not be obligated to perform or to cause to be performed any Task-Specific Service in a volume or quantity in any calendar year that exceeds the highest volumes or quantities of analogous services provided for the benefit of the Recipient’s business during the 365-day period immediately preceding the Effective Time (the “Service Baseline Period”), it being understood that capacity with respect to Facility-Specific Services is addressed in Section 2.05. If Service the Recipient requests that Service the Provider perform or cause to be performed any Task-Specific Service in a manner volume or quantity that is more burdensome (with respect to service quality exceeds the highest volumes or quantity, other than in a de minimis respect) than quantities of analogous services that were provided for the Level benefit of Service the Recipient’s business during the Service Baseline Period, then then: (i) if such higher volume or quantity results from fluctuations occurring in the applicable Parties ordinary course of business of the Recipient or the organic growth of the Recipient, the Provider shall cooperate use commercially reasonable efforts to provide such requested higher volume or quantity (with additional Charges permitted only to the extent the cost of providing such additional Services increases); and negotiate in good faith to (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by the Recipient, the Transition Committee shall determine whether Service the Provider will be required to provide all or any portion of such requested increased Level of Servicehigher volume or quantity. If the applicable Parties determine Transition Committee determines that Service the Provider shall provide all or any portion of the requested increased Level of Service, higher volume or quantity then such increased Level of Service higher volume or quantity shall be documented in a written agreement signed by the applicable PartiesRecipient and the Provider who shall promptly provide a copy of such written agreement to the Transition Committee. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, such written agreement shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service volume or quantity increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (d) (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries No Party shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the applicable Recipient and its Subsidiariesfor such Service, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIIAGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE NEITHER THE PROVIDER NOR ANY OF ITS AFFILIATES MAKES NO OTHER ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY , AND HEREBY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN REPRESENTATION OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A ANY PARTICULAR USE OR PURPOSE OR THE PURPOSE, NON-INFRINGEMENT OF OR ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESOTHER WARRANTY WHATSOEVER. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the any other PartyPerson.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform (directly, through one (1) or more of and cause its Subsidiaries, or through a Third Party service provider in accordance herewith), Subsidiaries to perform all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service Provider Abbott or any of its applicable Subsidiaries to Abbott or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time. The Provider shall, and shall cause its Subsidiaries to, perform its duties and responsibilities hereunder in good faith. The Services shall be performed by the “Service Baseline Period”)Provider and its Subsidiaries in the United States and Puerto Rico. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law Laws, the Abbott Code of Business Conduct or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service send a Notice to the Recipient of such potential violation, and the applicable Parties shall mutually seek an alternative that addresses any such potential violation. The Parties each agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, perform or cause to be performed, all Services to be provided hereunder performed any Service in accordance with the standards set forth in this Section 2.022.03(b). Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket Any costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent i) any such consent is required in respect of a Service to be provided to more (other than one Party hereunder, each applicable Service Recipient an Additional Service) shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval split between the Provider and the incurrence Recipient in accordance with such Parties’ respective utilization of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance at such time (except with respect to fees imposed by Third Parties to allow joint participation by the standards set forth in this AgreementProvider and the Recipient under information technology contracts and licenses, which fees shall be split equally between the Provider and the Recipient) and (ii) any Additional Service Provider shall not be required solely the responsibility of the Recipient. If, with respect to perform such a Service. If , the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, or the performance of a such Service by Service the Provider would continue to constitute a violation of any applicable LawLaws or the Abbott Code of Business Conduct, Service the Provider shall have no obligation whatsoever use commercially reasonable efforts in good faith to perform or cause provide such Services in a manner as closely as possible to be performed such Servicethe standards described in this Section 2.03 that would apply absent the exception provided for in the first sentence of this Section 2.03(b). (c) The Provider shall not be obligated to perform or to cause to be performed any Service in a volume or quantity in any calendar year that exceeds the highest volumes or quantities of analogous services provided to Abbott or its applicable functional group or Subsidiary during calendar year 2012, as set forth in the 2012 plan (without reference to the transactions contemplated by the Separation and Distribution Agreement) (the “Service Baseline Period”). If Service the Recipient requests that Service the Provider perform or cause to be performed any Service in a manner volume or quantity that is more burdensome (with respect exceeds the highest volumes or quantities of analogous services that were provided to service quality Abbott or quantity, other than in a de minimis respect) than the Level of Service its applicable functional group or Subsidiary during the Service Baseline Period, then then: (i) if such higher volume or quantity results from fluctuations occurring in the applicable ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity; and (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by the Recipient, the Parties shall cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased Level of Servicehigher volume or quantity. If the applicable Parties determine that Service the Provider shall provide the requested increased Level of Service, higher volume or quantity then such increased Level of Service higher volume or quantity shall be documented in a written agreement signed by the applicable Parties. Each amended section subsection of the Schedules Schedule 1 hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service volume or quantity increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII2.03, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICESSERVICES AND PRODUCTS. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, through one (1) or more of its Subsidiaries, or through a Third Third-Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time and that in any event, conforms in all material respects with the “Service Baseline Period”)terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware of that any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall Provider and Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Third-Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period”). If Recipient requests that Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement agreement, and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 6.04, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.5, Service Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, through one (1) or more of its Subsidiaries, or through a Third Third-Party service provider in accordance herewith), all Services to be provided in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Third-Party consents consents, licenses or approvals required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.022.2. Service Recipient shall reimburse Service Provider for all reasonable and documented out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%a) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, license or approval or the performance of a such Service by Service Provider would constitute a violation of any applicable LawLaw or (b) Provider is unable to provide the Services due to the non-performance by a Third Party pursuant to an existing contract or agreement with such Third Party (or any extension thereof), Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement”). (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (iid) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISET FORTH HEREIN, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS REPRESENTATIONS, STATEMENTS OR COVENANTS, OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one twelve (1)-year 12)-month period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable date of the Distribution Date (the “Service Baseline Period”)) and that in any event, conforms in all material respects with the terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall Provider and Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is more burdensome in any material respect (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the Service Baseline Period. If Recipient requests that Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement agreement, and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII6.04, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service Each Provider shall perform (directly, through one (1) or more of and cause its Subsidiaries, or through a Third Party service provider in accordance herewith), Subsidiaries to perform all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service Provider Baxter or any of its applicable Subsidiaries to (if such Parties are the Provider) or Baxalta or its applicable functional group or Subsidiary Subsidiaries (collectively referred to if such Parties are the Provider), as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or applicable, prior to the applicable Distribution Date (Commencement Date; provided that, if not so previously provided, then such Services shall be performed in a manner substantially similar to similar services provided to the “Service Baseline Period”)Provider’s Affiliates or businesses. The Provider shall cause it and its Subsidiaries to perform its duties and responsibilities hereunder in good faith. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Laws, the Code of Conduct of such Provider or any applicable Law of its direct or indirect parent companies, or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such violation is reasonably likelyrestriction on the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service send a Notice to the Recipient of any such potential violation, and the applicable Parties shall mutually seek an alternative that addresses such potential violationrestriction. The Parties each agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents Consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement)Service; provided, however, that neither Baxter nor Baxalta (nor any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00their respective Subsidiaries) shall require advance written approval of Service be obligated to contribute any capital, pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees to a Governmental Authority from whom such Consents are requested, which shall be payable by the Recipient; provided. If, furtherwith respect to a Service, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, Consent or the performance of a such Service by Service the Provider would continue to constitute a violation of applicable Laws or the applicable Code of Conduct of such Provider or any applicable Lawof its direct or indirect parent companies, Service the Provider shall have no obligation whatsoever use commercially reasonable efforts in good faith to perform or cause provide such Services in a manner as closely as possible to the standards described in this Section 2.03 that would apply absent the exception provided for in the first sentence of this Section 2.03(b) (and performance in such manner shall be performed deemed to satisfy the performance obligations of the Provider in respect of such Service). (c) Unless the applicable Schedule specifies a particular volume or quantity (or a volume or quantity ceiling), the Provider shall not be obligated to perform or to cause to be performed any Service in a volume or quantity in any calendar year that exceeds the highest volumes or quantities of analogous services provided for the benefit of the Recipient’s business during the 365-day period immediately preceding the Effective Time (the “Service Baseline Period”). If Service the Recipient requests that Service the Provider perform or cause to be performed any Service in a manner volume or quantity that is more burdensome (with respect to service quality exceeds the highest volumes or quantity, other than in a de minimis respect) than quantities of analogous services that were provided for the Level benefit of Service the Recipient’s business during the Service Baseline Period, then then: (i) if such higher volume or quantity results from fluctuations occurring in the applicable Parties ordinary course of business of the Recipient, the Provider shall cooperate use commercially reasonable efforts to provide such requested higher volume or quantity (with additional Charges permitted only to the extent the cost of providing such additional Services increases); and negotiate in good faith to (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by the Recipient, the Transition Committee shall determine whether Service the Provider will be required to provide all or any portion of such requested increased Level of Servicehigher volume or quantity. If the applicable Parties determine Transition Committee determines that Service the Provider shall provide all or any portion of the requested increased Level of Service, higher volume or quantity then such increased Level of Service higher volume or quantity shall be documented in a written agreement signed by the applicable PartiesRecipient and the Provider who shall promptly provide a copy of such written agreement to the Transition Committee. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, such written agreement shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service volume or quantity increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries No Party shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the applicable Recipient and its Subsidiariesfor such Service, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII2.03, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE NEITHER THE PROVIDER NOR ANY OF ITS AFFILIATES MAKES NO OTHER ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY , AND HEREBY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN REPRESENTATION OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A ANY PARTICULAR USE OR PURPOSE OR THE PURPOSE, NON-INFRINGEMENT OF OR ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESOTHER WARRANTY WHATSOEVER. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the any other PartyPerson.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform perform, or shall cause one or more of its Subsidiaries (directly, through one (1) or more of its Subsidiaries, Subsidiaries or through a Third Party third-party service provider provider, as Provider may determine in accordance herewith), all Services to be provided its sole discretion) in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by Service Provider or on behalf of ▇▇▇▇▇ ▇▇▇▇ or any of its applicable Subsidiaries to ▇▇▇▇▇ ▇▇▇▇ or its applicable functional group or Subsidiary (collectively referred to as the a “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date calendar year 2015 (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third PartyParty existing as of the Effective Time. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval divided proportionately between the Provider and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Service Recipient requests that Service The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than the applicable Level of Service during the Service Baseline Period. If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline PeriodPeriod (which request shall be given by providing to the Provider a Change Request Notice in the form attached hereto as Exhibit A), then the applicable Parties shall cooperate and negotiate engage in good faith discussions and negotiations to determine whether Service Provider will be required to provide the feasibility of and the appropriate terms and conditions relating to, the performance of such requested increased Level of higher-level Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement amendment to this Agreement signed by the applicable Parties. Each amended section of the Schedules Schedule 1 hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement amendment and the Level of Service increases set forth in such written agreement amendment shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 7.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR AND GRANTS ANY NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action knowingly in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider Parent shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided in a manner that is substantially similar based on its past practice and that in any event, conforms in all material respects to with the analogous services provided by Service Provider or any terms of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Schedules hereto. (b) Nothing in this Agreement shall require Service Provider Parent to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider Parent is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service Provider Parent shall use commercially reasonable efforts to promptly advise Service Recipient SpinCo of such potential violation, and the applicable Parties shall Parent and SpinCo will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider Parent to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient SpinCo shall reimburse Service Provider Parent for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider Parent or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider Parent to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider Parent would constitute a violation of any applicable Law, Service Provider Parent shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service Provider on the Schedules hereto, Parent shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided to Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one year period ending on the last day of Parent’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period”). If SpinCo requests that Parent perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate act in good faith to determine whether Service Provider Parent will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service Provider Parent shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (d) (i) Without prejudice to Section 8.08(b), neither Service Provider Neither Parent nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient SpinCo and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 7.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, SPINCO ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER PARENT MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER PARENT SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service Each Provider shall perform (directly, through one (1) or more of and cause its Subsidiaries, or through a Third Party service provider in accordance herewith), Subsidiaries to perform all Services to be provided by such Provider in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service Provider or any of its applicable Abbott to the Abbott Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Commencement Date. Each Provider shall, and shall cause its Subsidiaries to, perform its duties and responsibilities hereunder in good faith. (b) Nothing in this Agreement shall require Service a Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law Laws, the Abbott Code of Business Conduct or any existing contract or agreement with a Third Party. If Service a Provider is or becomes aware that of any potential violation on the part of the Provider, such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service send a Notice to its applicable Recipient of such potential violation, . Each Provider and the applicable Parties shall mutually seek an alternative that addresses such potential violation. The Parties agree Recipient agrees to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the applicable Provider to perform, perform or cause to be performed, all Services to be provided hereunder performed any Service in accordance with the standards set forth in this Section 2.022.03. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket Any costs and expenses (if any) to the extent incurred by Service any Provider or Recipient or any of its respective Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the applicable Provider to perform or cause to be performed such Services (it being understood that to the extent i) any such consent is required in respect of a Service to be provided to more (other than one Party hereunder, each applicable Service Recipient an Additional Service) shall be responsible for fifty percent (50%) split between the applicable Provider and Recipient in accordance with such Parties’ respective utilization of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance at such time (except with respect to fees imposed by Third Parties to allow joint participation by the standards set forth in this AgreementProvider and the Recipient under information technology contracts and licenses, Service Provider which fees shall not be required to perform such Service. If split equally between the applicable PartiesProvider and the Recipient) and (ii) any Additional Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the applicable Provider and Recipient, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, or the performance of a such Service by Service the applicable Provider would continue to constitute a violation of any applicable LawLaws or the Abbott Code of Business Conduct, Service the applicable Provider shall have no obligation whatsoever use commercially reasonable efforts in good faith to perform or cause provide such Services in a manner as closely as possible to be performed such Servicethe standards described in this Section 2.03 that would apply absent the exception provided for in the first sentence of this Section 2.03(b). (c) No Provider shall be obligated to perform or to cause to be performed any Service in a volume or quantity in any calendar year that exceeds the highest volumes or quantities of analogous services provided to the applicable Recipient during calendar year 2012, as set forth in the 2012 plan (without reference to the transactions contemplated by the Separation and Distribution Agreement) (the “Service Baseline Period”). If Service a Recipient requests that Service its Provider perform or cause to be performed any Service in a manner volume or quantity that is more burdensome (with respect exceeds the highest volumes or quantities of analogous services that were provided to service quality or quantity, other than in a de minimis respect) than the Level of Service such Recipient during the Service Baseline Period, then then: (i) if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of such Recipient, the applicable Parties Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity; and (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by such Recipient, then such Recipient or Provider shall provide Notice thereof to ▇▇▇▇▇▇ and AbbVie, and ▇▇▇▇▇▇ and AbbVie shall cooperate and negotiate act in good faith to determine whether Service the applicable Provider will be required to provide such requested increased Level of Servicehigher volume or quantity. If ▇▇▇▇▇▇ and AbbVie determine that the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, higher volume or quantity then such increased Level of Service higher volume or quantity shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, Recipient and Provider who shall be deemed part of this Agreement as of the date promptly provide Notice of such written agreement (including a copy thereof) to ▇▇▇▇▇▇ and the Level of Service AbbVie. The volume or quantity increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service No Provider nor or any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiariesthe applicable Recipient, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII2.03, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-AS IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, EACH RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE EACH PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICESSERVICES AND PRODUCTS. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the any other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform (directlyperform, through or shall cause one (1) or more members of its Subsidiaries, or through a Third Party service provider in accordance herewith)Group to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the such Services (or analogous services services) provided by Service Provider or on behalf of Logiq or any of its applicable Subsidiaries with respect to its applicable functional group the AppLogiq Business or Subsidiary DataLogiq Business, as applicable, during the twelve (12) months prior to the Effective Date (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likelyAs between the Parties, Service the Provider shall use commercially reasonable efforts be the party that determines, in its sole discretion, whether to promptly advise Service Recipient of such potential violation, communicate with and shall be the applicable party that communicates with Third Parties shall mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain connection with any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided hereunder to the Recipient hereunder, with any such communications to be in accordance with the standards set forth sole discretion of Provider. Unless otherwise agreed in this Section 2.02. Service Recipient shall reimburse Service Provider for writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any member of its Subsidiaries at any time following the First Effective Time Group in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such any Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient hereunder shall be responsible paid for fifty percent (50%) of such reimbursement); providedby the Recipient. If, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, a required Third-Party consent has not been obtained, or the performance of a Service by Service or on behalf of the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality, service quantity, or allocation of personnel or resources) than such services (or analogous services) provided by or on behalf of Logiq or any of its Subsidiaries with respect to the AppLogiq Business or DataLogiq Business, as applicable, during the 12-month period prior to the Effective Date. Without limiting the generality of the foregoing, the Provider shall not be required to maintain the employment of any specific employee(s), hire additional employees or third-party service providers or purchase, lease or license any additional equipment, software or other assets or properties in order the provide the Services hereunder. If Service the Recipient requests that Service the Provider perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than exceeds the Level of Service during the Service Baseline PeriodService, then the applicable Parties shall reasonably cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall which may be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject an amendment or addendum to the terms and conditions of this Agreement. (id) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any member of its Subsidiaries Group shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and the members of its Subsidiaries, and (ii) Group. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 Section 1.02 OR ARTICLE VIISection 6.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other PartyLaw.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided by the Provider under this Agreement in a manner that is consistent with the Provider’s (or its Subsidiary’s) past practice and substantially similar in all material respects to the analogous services provided by Service Provider or on behalf of Parent or any of its applicable Subsidiaries to its applicable functional group Parent or such Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time, and, in any event, in a manner that conforms in all material respects with the “Service Baseline Period”)terms of the Schedules hereto including any service level specified in any of the Schedules. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider due to providing Services hereunder, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an alternative that addresses such potential violation. If, with the performance of any Service by the Provider would constitute a violation of any applicable Law, the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval divided proportionately between the Provider and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (cd) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, the Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Parent or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one year period ending on the last day of Parent’s last fiscal quarter completed on or prior to the Distribution Date (the “Service Baseline Period”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service provided during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (ie) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESsubject to Section 9. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.5, Service Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, through one (1) or more of its Subsidiaries, or through a Third Third-Party service provider in accordance herewith), all Services to be provided in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Third-Party consents consents, licenses or approvals required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.022.2. Service Recipient shall reimburse Service Provider for all reasonable and documented out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%a) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, license or approval or the performance of a such Service by Service Provider would constitute a violation of any applicable LawLaw or (b) Provider is unable to provide the Services due to the non-performance by a Third Party pursuant to an existing contract or agreement with such Third Party (or any extension thereof), Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement”). (i) Without prejudice to Section 8.08(b), neither Service Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (iid) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISET FORTH HEREIN, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-AS- IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS REPRESENTATIONS, STATEMENTS OR COVENANTS, OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform in a professional manner consistent with industry standards, or shall cause one or more of its Subsidiaries to perform in a professional manner consistent with industry standards (directly, through one (1) or more of its Subsidiaries, or through a Third mutually agreed upon Third-Party service provider in accordance herewith), all the Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time and that in any event, conforms in all material respects with the “Service Baseline Period”)terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware of that any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Third-Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient The Parties shall reimburse Service Provider for all evenly share any reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period”). If Recipient requests that Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement agreement, and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b)Except as otherwise specified in the Schedules, neither Service Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 6.04, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Affiliates to perform, all Services to be provided in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents or sublicenses required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that on the Schedules hereto, Service Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided to BD or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service Service”) during the one year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement”). (d) (i) Without prejudice to Section 8.08(b), neither Neither Service Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII2.02, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party third-party service provider in accordance herewith), herewith ) all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by Service Provider or on behalf of ▇▇▇▇▇ ▇▇▇▇ or any of its applicable Subsidiaries to ▇▇▇▇▇ ▇▇▇▇ or its applicable functional group or Subsidiary (collectively referred to as the a “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date calendar year 2015 (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third PartyParty existing as of the Effective Time. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval divided proportionately between the Provider and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Service Recipient requests that Service The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than the applicable Level of Service during the Service Baseline Period. If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline PeriodPeriod (which request shall be given by providing to the Provider a Change Request Notice in the form attached hereto as Exhibit A), then the applicable Parties shall cooperate and negotiate engage in good faith discussions and negotiations to determine whether Service Provider will be required to provide the feasibility of and the appropriate terms and conditions relating to, the performance of such requested increased Level of higher-level Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement amendment to this Agreement signed by the applicable Parties. Each amended section of the Schedules Schedule 1 hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement amendment and the Level of Service increases set forth in such written agreement amendment shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 7.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR AND GRANTS ANY NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action knowingly in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on Except for Services identified as “New Service” in Schedule 1 hereto (“New Services”), which New Services the Schedules hereto, Service Provider shall perform (directlyuse commercially reasonable efforts to provide, through the Provider shall perform, or shall cause one (1) or more members of its Subsidiaries, or through a Third Party service provider in accordance herewith)Group to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the such Services (or analogous services services) provided by Service Provider or on behalf of KAR or any of its applicable Subsidiaries with respect to its applicable functional group the SpinCo Business or Subsidiary KAR Business, as applicable, during the twelve (12) months prior to the Effective Date (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likelyAs between the Parties, Service the Provider shall use commercially reasonable efforts be the party that determines, in its sole discretion, whether to promptly advise Service Recipient of such potential violation, communicate with and shall be the applicable party that communicates with Third Parties shall mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain connection with any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided hereunder to the Recipient hereunder, with any such communications to be in accordance with the standards set forth sole discretion of Provider. Unless otherwise agreed in this Section 2.02. Service Recipient shall reimburse Service Provider for writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any member of its Subsidiaries at any time following the First Effective Time Group in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such any Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient hereunder shall be responsible paid for fifty percent (50%) of such reimbursement); providedby the Recipient. If, howeverwith respect to a Service, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Servicehas not been obtained, or the performance of a Service by Service or on behalf of the Provider would constitute a violation of any applicable Law, Service the Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) Except for New Services, which New Services the Provider shall not be required to perform or cause to be performed other than in a manner that is commercially reasonable to Provider, the Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality, service quantity, or allocation of personnel or resources) than such services (or analogous services) provided by or on behalf of KAR or any of its Subsidiaries with respect to the SpinCo Business or KAR Business, as applicable, during the 12-month period prior to the Effective Date. Without limiting the generality of the foregoing, the Provider shall not be required to maintain the employment of any specific employee(s), hire additional employees or third-party service providers or purchase, or purchase, lease or license any additional equipment, software or other assets or properties in order the provide the Services hereunder. If Service the Recipient requests that Service the Provider perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than exceeds the Level of Service during the Service Baseline PeriodService, then the applicable Parties shall reasonably cooperate and negotiate act in good faith to determine whether Service the Provider will be required to provide such requested increased higher Level of Service. If the applicable Parties determine that Service the Provider shall provide the requested increased higher Level of Service, then such increased higher Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall which may be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject an amendment or addendum to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any member of its Subsidiaries Group shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and the members of its SubsidiariesGroup, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 Section 1.02 OR ARTICLE VIISection 6.04, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other PartyLaw.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service Each Provider shall perform (directly, through one (1) or more of and cause its Subsidiaries, or through a Third Party service provider in accordance herewith), Subsidiaries to perform all Services to be provided by such Provider in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service Provider or any of its applicable Abbott to the Abbott Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Commencement Date. Each Provider shall, and shall cause its Subsidiaries to, perform its duties and responsibilities hereunder in good faith. (b) Nothing in this Agreement shall require Service a Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law Laws, the Abbott Code of Business Conduct or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such violation is reasonably likelyrestriction on the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service send a Notice to the Recipient of any such potential violation, and the applicable Parties shall mutually seek an alternative that addresses such potential violationrestriction. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, perform or cause to be performed, all Services to be provided hereunder performed any Service in accordance with the standards set forth in this Section 2.022.03. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket Any costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent i) any such consent is required in respect of a Service to be provided to more (other than one Party hereunder, each applicable Service Recipient an Additional Service) shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval split between the Provider and the incurrence Recipient in accordance with such Parties’ respective utilization of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance at such time (except with respect to fees imposed by Third Parties to allow joint participation by the standards set forth in this AgreementProvider and the Recipient under information technology contracts and licenses, which fees shall be split equally between the Provider and the Recipient) and (ii) any Additional Service Provider shall not be required solely the responsibility of the Recipient. If, with respect to perform such a Service. If , the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, or the performance of a such Service by Service the Provider would continue to constitute a violation of any applicable LawLaws or the Abbott Code of Business Conduct, Service the Provider shall have no obligation whatsoever use commercially reasonable efforts in good faith to perform or cause provide such Services in a manner as closely as possible to be performed such Servicethe standards described in this Section 2.03 that would apply absent the exception provided for in the first sentence of this Section 2.03(b). (c) No Provider shall be obligated to perform or to cause to be performed any Service in a volume or quantity in any calendar year that exceeds the highest volumes or quantities of analogous services provided to the applicable Recipient during calendar year 2012, as set forth in the 2012 plan (without reference to the transactions contemplated by the Separation and Distribution Agreement) (the “Service Baseline Period”). If Service a Recipient requests that Service the Provider perform or cause to be performed any Service in a manner volume or quantity that is more burdensome (with respect exceeds the highest volumes or quantities of analogous services that were provided to service quality or quantity, other than in a de minimis respect) than the Level of Service such Recipient during the Service Baseline Period, then then: (i) if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of such Recipient, the applicable Parties Provider shall cooperate use commercially reasonable efforts to provide such requested higher volume or quantity; and negotiate in good faith to (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by such Recipient, the Transition Committee shall determine whether Service the applicable Provider will be required to provide such requested increased Level of Servicehigher volume or quantity. If the applicable Parties determine Transition Committee determines that Service the Provider shall provide the requested increased Level of Service, higher volume or quantity then such increased Level of Service higher volume or quantity shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, Recipient and Provider who shall be deemed part of this Agreement as of the date promptly provide a copy of such written agreement and to the Level of Service Transition Committee. The volume or quantity increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiariesthe applicable Recipient, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII2.03, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-AS IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, EACH RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE EACH PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY SERVICES AND PRODUCTS, AND HEREBY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN REPRESENTATION OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A ANY PARTICULAR USE OR PURPOSE OR THE PURPOSE, NON-INFRINGEMENT OF OR ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESOTHER WARRANTY WHATSOEVER. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the any other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (Effective Time and that in any event, conforms in all material respects with the “Service Baseline Period”)terms of the Schedules hereto. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall Provider and Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Serviceconsent, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period”). If Recipient requests that Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement agreement, and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISECTION 6.04, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Each Service Provider covenants it shall perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith), all the applicable Services to be provided in a manner that is substantially similar in all material respects to commercially reasonable, professional and workmanlike manner. During the analogous services provided by Service Provider or any term of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”). (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likelyAgreement, each Service Provider shall use commercially reasonable efforts to maintain the resources appropriate to provide the applicable Services with, as applicable, not less than the level of care, quality, and timeliness that such Service Provider uses in providing such Services in the operation of its business. Each Service Provider shall promptly advise notify the applicable Service Recipient of any staffing or resource problems of which it becomes aware that could reasonably be considered to materially and adversely affect the Services. The parties shall work together in good faith to remedy any such potential violationproblems. (b) Each of the parties understands that each Service Provider may contract with Third Party Service Providers to provide services in connection with all or any portion of the Services to be provided hereunder. Each Service Provider may also delegate any of its responsibilities hereunder to any of its Affiliates. (c) Each Service Provider shall perform the applicable Services in compliance in all material respects with all applicable Laws. Each Service Provider shall promptly notify the applicable Service Recipient, and the applicable Parties Service Recipient shall mutually seek an alternative promptly notify such Service Provider, of any compliance problems of which it becomes aware that addresses could reasonably be considered to materially and adversely affect the Services or such potential violation. The Parties agree Service Recipient. (d) With respect to cooperate any issues that arise in connection with the provision of any Services hereunder, the parties shall, as applicable, work together in good faith and seek to promptly identify and implement a commercially reasonable alternative to minimize any interruption, delay or failure in the provision of such Services hereunder. (e) Each party shall use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to performas promptly as possible the consents, approvals, or cause to authorizations of any Person as may be performed, all Services to be provided hereunder in accordance with necessary for the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any performance of its Subsidiaries at any time following obligations pursuant to this Agreement. Except as provided on a Schedule, the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) any costs associated with obtaining such consents, approvals or authorizations to the extent such costs are commercially reasonable or have been mutually agreed upon by the Service Provider and Service Receipient. In the event that the consent, approval, or authorization of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred Person, if required, is not obtained within a reasonable time period after the Effective Date, the parties shall work together to develop a commercially reasonable alternative in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; providedconnection with the Services affected by such failure to obtain consent. While the parties are developing such an alternative plan, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards Provider shall be relieved of its obligations as set forth in this Agreement, Service Provider shall not be required to perform such ServiceSection 2.2(f). If the applicable Partiesparties elect such an alternative plan, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, or the performance of a Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Service Recipient requests that Service Provider perform or cause to be performed any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than the Level of Service during the Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then applicable Services in such increased Level of Service shall be documented in a written agreement signed by alternative manner at the applicable Parties. Each amended section of the Schedules hereto, as Service Recipient’s sole cost and expense (unless otherwise agreed to in writing by the parties), as mutually agreed by the parties. If the parties do not accept such alternative, or no commercially reasonable alternative exists, the applicable Parties, Service Provider shall be deemed part relieved of its obligation to provide such Services. (f) A Service Provider’s inability to perform any Services under this Agreement as shall be excused if and to the extent the non-performance is caused by: (i) the failure of the date of such written agreement and applicable Service Recipient, its third party providers, its (sub)contractors, or its or their employees, officers, directors, representatives or agents: (A) to perform the Level of applicable Service increases set forth in such written agreement shall be deemed a part of the “Services” provided Recipient’s obligations under this Agreement, in each case subject or (B) to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service provide resources such Services Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and reasonably requested when required; (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIIthe wrongful or tortious actions of the applicable Service Recipient, EACH PARTY ACKNOWLEDGES AND AGREES its third party providers, its (Asub)contractors, or its or their employees, officers, directors, representatives or agents; (iii) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own such Service Provider’s compliance with any and all Laws the applicable Service Recipient’s instructions, decisions, consents, notices, acceptances, authorizations, waivers, permissions or approvals; or (iv) the improper functioning or unavailability of technology for which such Service Provider does not have operational responsibility. In the event a Service Recipient fails to perform its performance obligations hereunder or to provide resources under this Agreement. No Party shall knowingly take Agreement when required, the applicable Service Provider will nonetheless use commercially reasonable efforts to provide the applicable Services in the absence of such resources; provided that such Service Recipient will reimburse such Service Provider for any action costs reasonably incurred by such Service Provider in violation the course of any mitigating, overcoming, or working around the effects of such applicable Law that results in Liability being imposed on the other Partynon-performance.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service Except as set forth on Exhibit A, the Schedules heretoProvider (i) shall perform, Service Provider or shall perform (directly, through cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided by the Provider in a commercially reasonable manner consistent with the nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of Provider during the twelve (12)-month period immediately prior to the Distribution Date; and (ii) upon receipt of written notice from the Recipient identifying any outage, interruption, disruption, downturn or other failure of any Service (a “Service Interruption”), shall use commercially reasonable efforts to respond, or to cause one or more of its Subsidiaries to respond, to such Service Interruption in a manner that is substantially similar in all material respects to the analogous services provided by Service manner in which such Provider or its Affiliates responded to any Service Interruption of its applicable Subsidiaries to its applicable functional group the same or Subsidiary (collectively referred to as the “Level of Service”) similar services during the one twelve (1)-year 12)-month period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date Date. Except as set forth on Exhibit A, with respect to Services for which the same or similar services were not provided prior to the Distribution Date, the Provider: (A) shall perform, or shall cause one or more of its Subsidiaries to perform, such Services in a commercially reasonable manner consistent with the “nature, quality, standard of care and service levels at which the same or similar services are performed by or on behalf of Provider to Provider, its Affiliates or its other business units; and (B) upon receipt of written notice from the Recipient identifying any Service Baseline Period”)Interruption with respect to such Services, shall use commercially reasonable efforts to respond, or to cause one or more of its Subsidiaries to respond, to such Service Interruption in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an a reasonable alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents Approvals required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.022.03; provided, that neither Party shall be required to accept any terms or conditions, commit to pay any amount, incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the existing contract or agreement) to any Third Party to obtain any such Approval. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent Approval (including, if agreed by the Parties, the amount paid, obligation incurred or accommodation granted to Third Parties to obtain such Approval) that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); providedincurred by the Recipient. If, howeverwith respect to a Service, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a ServiceApproval, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Parties shall use commercially reasonable efforts to develop a reasonable alternative arrangement that enables Provider shall have no obligation whatsoever to perform or cause to be performed such ServiceService or an analogous service without obtaining such required Third Party Approval or violating any applicable Law. (c) If Except as set forth on Exhibit A, if Provider is required to (i) increase staffing; (ii) acquire, lease or license additional facilities, equipment or software; (iii) engage in significant capital expenditures; or (iv) apply for or obtain one or more Approval from Third Parties (other than renewals of any preexisting permits, licenses or authorizations) (clauses (i) to (iv), collectively, the “Service Recipient requests that Service Provider perform or cause Changes”) in order to be performed accommodate an increase in the use of any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than beyond the Level level of use of such Service by the Recipient during the Service Baseline Periodtwelve (12) month period immediately prior to the Distribution Date, including (A) as a result of a change in the manner in which the Recipient’s business is being conducted by such Recipient after the Distribution Date, but (B) excluding ordinary course expansion of the volume or the geographic scope of such business (such as ordinary-course increases in headcount, customers, supplier relationships and transaction volumes), then the applicable Provider shall inform the Recipient in writing of the Service Change and propose a plan for implementing the Service Change before incurring any costs or expenses resulting from such Service Change. The Parties shall cooperate and negotiate in good faith and mutually agree to determine whether Service adjust or change the Services, including the Charges, if necessary, before Provider will be is required to provide such requested increased Level of Serviceundertake any Service Change. If the applicable Parties determine that Service the Provider shall provide undertake the requested increased Level of ServiceService Change, then such increased Level of Service Change, together with any other adjustments or changes to the Services, including to the Charges, shall be documented in a written agreement signed by the applicable Parties, and the Parties shall jointly amend Exhibit A to reflect such written agreement. Each amended section of the Schedules heretoExhibit A, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases Changes set forth in such written agreement amended section of Exhibit A shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b)Except as set forth on Exhibit A, neither Service the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 2.03 OR ARTICLE VIISECTION 7.03, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) AND THAT SERVICE RECIPIENT, AS APPLICABLE, ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenses.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service The Provider shall perform (directly, through one (1) or more of and cause its Subsidiaries, or through a Third Party service provider in accordance herewith), Subsidiaries to perform all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects nature, quality and timeliness to the analogous services provided by Service Provider Abbott or any of its applicable Subsidiaries to Abbott or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. The Provider shall, and shall cause its Subsidiaries to, perform its duties and responsibilities hereunder in good faith. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law Laws, the Abbott Code of Business Conduct or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such violation is reasonably likelyrestriction on the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service send a Notice to the Recipient of any such potential violation, and the applicable Parties shall mutually seek an alternative that addresses such potential violationrestriction. The Parties each agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, perform or cause to be performed, all Services to be provided hereunder performed any Service in accordance with the standards set forth in this Section 2.022.03(b). Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket Any costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent i) any such consent is required in respect of a Service to be provided to more (other than one Party hereunder, each applicable Service Recipient an Additional Service) shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval split between the Provider and the incurrence Recipient in accordance with such Parties’ respective utilization of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance at such time (except with respect to fees imposed by Third Parties to allow joint participation by the standards set forth in this AgreementProvider and the Recipient under information technology contracts and licenses, which fees shall be split equally between the Provider and the Recipient) and (ii) any Additional Service Provider shall not be required solely the responsibility of the Recipient. If, with respect to perform such a Service. If , the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a Service, or the performance of a such Service by Service the Provider would continue to constitute a violation of any applicable LawLaws or the Abbott Code of Business Conduct, Service the Provider shall have no obligation whatsoever use commercially reasonable efforts in good faith to perform or cause provide such Services in a manner as closely as possible to be performed such Servicethe standards described in this Section 2.03 that would apply absent the exception provided for in the first sentence of this Section 2.03(b). (c) The Provider shall not be obligated to perform or to cause to be performed any Service in a volume or quantity in any calendar year that exceeds the highest volumes or quantities of analogous services provided to Abbott or its applicable functional group or Subsidiary during calendar year 2012, as set forth in the 2012 plan (without reference to the transactions contemplated by the Separation and Distribution Agreement) (the “Service Baseline Period”). If Service the Recipient requests that Service the Provider perform or cause to be performed any Service in a manner volume or quantity that is more burdensome (with respect exceeds the highest volumes or quantities of analogous services that were provided to service quality Abbott or quantity, other than in a de minimis respect) than the Level of Service its applicable functional group or Subsidiary during the Service Baseline Period, then then: (i) if such higher volume or quantity results from fluctuations occurring in the applicable Parties ordinary course of business of the Recipient, the Provider shall cooperate use commercially reasonable efforts to provide such requested higher volume or quantity; and negotiate in good faith to (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by the Recipient, the Transition Committee shall determine whether Service the Provider will be required to provide such requested increased Level of Servicehigher volume or quantity. If the applicable Parties determine Transition Committee determines that Service the Provider shall provide the requested increased Level of Service, higher volume or quantity then such increased Level of Service higher volume or quantity shall be documented in a written agreement signed by the applicable PartiesRecipient and the Provider who shall promptly provide a copy of such written agreement to the Transition Committee. Each amended section subsection of the Schedules Schedule 1 hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service volume or quantity increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b), neither Service Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and or its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VII2.03, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY SERVICES AND PRODUCTS, AND HEREBY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN REPRESENTATION OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A ANY PARTICULAR USE OR PURPOSE OR THE PURPOSE, NON-INFRINGEMENT OF OR ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESOTHER WARRANTY WHATSOEVER. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service Except as set forth on Exhibit A, the Schedules heretoProvider (i) shall perform, Service Provider or shall perform (directly, through cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided by the Provider in a commercially reasonable manner consistent with the nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of Provider during the twelve (12)-month period immediately prior to the Distribution Date; and (ii) upon receipt of written notice from the Recipient identifying any outage, interruption, disruption, downturn or other failure of any Service (a “Service Interruption”), shall use commercially reasonable efforts to respond, or to cause one or more of its Subsidiaries to respond, to such Service Interruption in a manner that is substantially similar in all material respects to the analogous services provided by Service manner in which such Provider or its Affiliates responded to any Service Interruption of its applicable Subsidiaries to its applicable functional group the same or Subsidiary (collectively referred to as the “Level of Service”) similar services during the one twelve (1)-year 12)-month period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date Date. Except as set forth on Exhibit A, with respect to Services for which the same or similar services were not provided prior to the Distribution Date, the Provider: (A) shall perform, or shall cause one or more of its Subsidiaries to perform, such Services in a commercially reasonable manner consistent with the “nature, quality, standard of care and service levels at which the same or similar services are performed by or on behalf of Provider to Provider, its Affiliates or its other business units; and (B) upon receipt of written notice from the Recipient identifying any Service Baseline Period”)Interruption with respect to such Services, shall use commercially reasonable efforts to respond, or to cause one or more of its Subsidiaries to respond, to such Service Interruption in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. (b) Nothing in this Agreement shall require Service the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service the Provider is or becomes aware that of any such potential violation is reasonably likelyon the part of the Provider, Service the Provider shall use commercially reasonable efforts to promptly advise Service the Recipient of such potential violation, and the applicable Parties shall Provider and the Recipient will mutually seek an a reasonable alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents Approvals required under any existing contract or agreement with a Third Party to allow Service the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.022.03; provided, that neither Party shall be required to accept any terms or conditions, commit to pay any amount, incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the existing contract or agreement) to any Third Party to obtain any such Approval. Service Recipient shall reimburse Service Provider for Unless otherwise agreed in writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider any Party or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent Approval (including, if agreed by the Parties, the amount paid, obligation incurred or accommodation granted to Third Parties to obtain such Approval) that is required to allow Service the Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); providedincurred by the Recipient. If, howeverwith respect to a Service, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent with respect to a ServiceApproval, or the performance of a such Service by Service the Provider would constitute a violation of any applicable Law, Service the Parties shall use commercially reasonable efforts to develop a reasonable alternative arrangement that enables Provider shall have no obligation whatsoever to perform or cause to be performed such ServiceService or an analogous service without obtaining such required Third Party Approval or violating any applicable Law. (c) If Except as set forth on Exhibit A, if Provider is required to (i) increase staffing; (ii) acquire, lease or license additional facilities, equipment or software; (iii) engage in significant capital expenditures; or (iv) apply for or obtain one or more Approval from Third Parties (other than renewals of any preexisting permits, licenses or authorizations) (clauses (i) to (iv), collectively, the “Service Recipient requests that Service Provider perform or cause Changes”) in order to be performed accommodate an increase in the use of any Service in a manner that is more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than beyond the Level level of use of such Service by the Recipient during the Service Baseline Periodtwelve (12) month period immediately prior to the Distribution Date, including (A) as a result of a change in the manner in which the Recipient’s business is being conducted by such Recipient after the Distribution Date, but (B) excluding ordinary course expansion of the volume or the geographic scope of such business (such as ordinary-course increases in headcount, customers, supplier relationships and transaction volumes), then the applicable Provider shall inform the Recipient in writing of the Service Change and propose a plan for implementing the Service Change before incurring any costs or expenses resulting from such Service Change. The Parties shall cooperate and negotiate in good faith and mutually agree to determine whether Service adjust or change the Services, including the Charges, if necessary, before Provider will be is required to provide such requested increased Level of Serviceundertake any Service Change. If the applicable Parties determine that Service the Provider shall provide undertake the requested increased Level of ServiceService Change, then such increased Level of Service Change, together with any other adjustments or changes to the Services, including to the Charges, shall be documented in a written agreement signed by the applicable Parties, and the Parties shall jointly amend Exhibit A to reflect such written agreement. Each amended section of the Schedules heretoExhibit A, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases Changes set forth in such written agreement amended section of Exhibit A shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (i) Without prejudice to Section 8.08(b)Except as set forth on Exhibit A, neither Service the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 2.03 OR ARTICLE VIISECTION 7.03, EACH PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) AND THAT SERVICE RECIPIENT, AS APPLICABLE, ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and the Provider and the Recipient will mutually seek an alternative that minimizes such additional expenses. The Recipient shall be responsible for any and all such additional expenses.

Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto2.05, Service Provider shall perform (directlyperform, through or shall cause one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith)Subsidiaries to perform, all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service or on behalf of Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”)Effective Time. (b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that of the potential for any such violation is reasonably likelyviolation, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Third- Party consents consents, licenses or approvals required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all documented and reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Third-Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that Services. If, with respect to a Service, the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service Recipient; provided, further, that if Service Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Service Provider to provide the applicable Service in accordance with the standards set forth in this Agreement, Service Provider shall not be required to perform such Service. If the applicable Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Third-Party consent with respect to a Serviceconsent, license or approval, or the performance of a such Service by Service Provider would constitute a violation of any applicable Law, Service Provider shall have no obligation whatsoever to perform or cause to be performed such Service. (c) If Unless otherwise provided with respect to a specific Service Recipient requests that Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity, other than in a de minimis respect) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period, then the applicable Parties shall cooperate and negotiate in good faith to determine whether Service Provider will be required to provide such requested increased Level of Service. If the applicable Parties determine that Service Provider shall provide the requested increased Level of Service, then such increased Level of Service shall be documented in a written agreement signed by the applicable Parties. Each amended section of the Schedules hereto, as agreed to in writing by the applicable Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement”). (d) (i) Without prejudice to Section 8.08(b), neither Service Neither Provider nor any of its Subsidiaries shall be required to perform or cause to be performed any of the Services for the benefit of any Third Party or any other Person other than Service Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR ARTICLE VIISET FORTH HEREIN, EACH PARTY RECIPIENT ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, (B) THAT SERVICE RECIPIENT, AS APPLICABLE, RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND (C) THAT SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS REPRESENTATIONS, STATEMENTS, COVENANTS, OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.