Common use of Third Party Terms and Conditions; Consents Clause in Contracts

Third Party Terms and Conditions; Consents. Each Service Recipient hereby acknowledges and agrees that the Services provided by the Service Provider through third party service providers or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients shall cooperate with and assist each relevant Service Provider in obtaining any consent, authorization, order or approval of, or any exemption by, any third party (each an “Approval”) required to be obtained by the Service Provider (or its Subsidiaries) or made by third party service providers for the performance of the Service Provider’s obligations under this Agreement, including any Approval, the need for which may arise as the result of the Company no longer qualifying as a Subsidiary or Affiliate of Lilly from and after the Distribution or Other Disposition. Notwithstanding the foregoing, (a) neither Party shall be obligated to incur any cost to obtain any such Approval, except that if any monies must be expended to pay for an Approval, or for the assignment of or for the purchase of any Intellectual Property or other assets to provide the Services to the Service Recipient, such costs shall be borne by the Service Recipient; (b) in no event shall the Service Recipient communicate directly with any relevant third party with respect to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent such Service Provider, in good faith, deems such course of action to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such Approvals. If the Service Provider is unable to obtain any Approvals required hereunder, the Parties shall use commercially reasonable efforts to: (i) negotiate in good faith reasonable modifications of the Services, if practicable, such that such Approvals are not required; and (ii) implement any such modifications. The Service Provider will not be in breach of this Agreement as a result of any non-performance of, or other effect upon, any applicable Services as a result of any failure to obtain any Approvals, so long as it has otherwise complied with this Section 2.10.

Third Party Terms and Conditions; Consents. Each Service Recipient hereby acknowledges and agrees that the Services provided by the Service Provider through third party service providers Subcontractors, or using third party assets, including Intellectual PropertyProperty Rights, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients shall cooperate with parties and assist each relevant Service Provider in obtaining subject to the receipt of any consent, authorization, order or approval of, or any exemption by, any third party (each an each, a “ApprovalConsent”) required to be obtained by the Service Provider (or its SubsidiariesAffiliates or its or their Subcontractors) or made by third party service providers for the performance of the Service Provider’s obligations under this Agreement, including any Approvalwhich Provider shall use its reasonable endeavours to obtain, the need for which may arise as the result of the Company no longer qualifying as a Subsidiary and Recipient shall, and shall cause its Affiliates to, reasonably cooperate with and assist Provider (or Affiliate of Lilly from and after the Distribution its Affiliates or Other Disposition. Notwithstanding the foregoing, (aits or their Subcontractors) in so obtaining; provided that neither Party shall be obligated to incur any cost costs or expenses to obtain any such ApprovalConsent; provided, except further, that if any monies costs or expenses (excluding Taxes, which are the subject of Section 3.2) must be expended incurred to pay for an Approvala Consent, or for the assignment of a license or other rights to Recipient or its Affiliates, or for the purchase or licensing of any Intellectual Property Rights or other assets to provide the Services to Recipient or its Affiliates, and Recipient wishes that such Consent be obtained or such assignment, purchase or license be effected (having given its prior written consent to the Service Recipientapplicable costs and expenses), such costs and expenses shall be borne by Recipient (and the Service Recipient; Fee for such Service will increase by the amount of any such recurring costs and expenses (bthat are not Service Costs, Set-Up Costs, Service Exit Costs, or Early Termination Costs) or, in no event the case of any one-time costs and expenses relating to such modifications, such costs and expenses shall the be deemed to be Service Recipient communicate directly with any relevant third party with respect to any Approval without the Costs, Set-Up Costs, Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A Exit Costs, or Exhibit C (Early Termination Costs, as applicable, hereunder), the Service Provider shall seek any relevant Approvals only to the extent such Service Provider, in good faith, deems such course of action to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such Approvals. If the Service Provider is unable to obtain any Approvals required hereunderConsent, or to effect any required assignments, purchases or licenses, or Recipient does not give its consent to the costs and expenses payable for the same in accordance with the preceding sentence, the Parties shall use commercially reasonable efforts to: endeavours to (ia) negotiate in good faith reasonable modifications of to the Services, if practicable, Services such that such Approvals Consents, assignments, purchases or licenses are not required, and (b) implement such modifications. Any costs and expenses (excluding Taxes, which are the subject of Section 3.2) reasonably incurred by or on behalf of Provider or its Affiliates with respect to such mutually agreed modifications shall be borne by Recipient (and the Service Fee for such Service will increase by the amount of any such recurring costs and expenses (that are not Service Costs, Set-Up Costs, Service Exit Costs, or Early Termination Costs) or, in the case of any one-time costs and expenses relating to such modifications, such costs and expenses shall be deemed to be Service Costs, Set-Up Costs, Service Exit Costs, or Early Termination Costs, as applicable, hereunder). Notwithstanding anything to the contrary herein, subject to Provider complying with its obligations under this Section 2.6, to the extent Provider does not obtain any required Consent, or effect any required assignments, purchases or licenses, for a Service; (i) Provider shall decide, in its absolute discretion, whether or not to perform such Service (provided that if Provider decides to perform the Service, it shall first obtain the prior written consent of Recipient and Recipient shall indemnify and hold harmless Provider from and against any Losses suffered or incurred as a result of any third party claim arising under or in connection to the provision of the Service without the required Consent); and (ii) implement any such modifications. The Service Provider will not be in breach of this Agreement or have any liability to Recipient or its Affiliates as a result of any non-performance of, or other effect upon, such Service caused by this. If any applicable Services as a result Consent, assignment, purchase or license is required to be obtained with respect to any third party relationship of Recipient or its Affiliates for the receipt of Services, Recipient shall be solely responsible for obtaining any failure to obtain any Approvalssuch Consent, assignment, purchase or license at its sole cost and expense; provided that Provider shall, and shall cause its Affiliates to, reasonably cooperate with and assist Recipient (or its Affiliates) in so long as it has otherwise complied with this Section 2.10obtaining.

Third Party Terms and Conditions; Consents. Each Service Recipient Spinco hereby acknowledges and agrees that the Services provided by the Service Provider Pluto through third party service providers Subcontractors, or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients shall cooperate with parties and assist each relevant Service Provider in obtaining subject to the receipt of any consent, authorization, order or approval of, or any exemption by, any third party (each an each, a “ApprovalConsent”) required to be obtained by the Service Provider Pluto (or the applicable members of the Pluto Group or its Subsidiariesor their Subcontractors) or made by third party service providers for the performance of the Service ProviderPluto’s obligations under this Agreement, including any Approvalwhich Pluto shall use its commercially reasonable efforts to obtain, and Spinco shall, and shall cause the need for which may arise as the result applicable members of the Company no longer qualifying as a Subsidiary Spinco Group to, reasonably cooperate with and assist Pluto (or Affiliate the applicable members of Lilly from and after the Distribution Pluto Group or Other Disposition. Notwithstanding the foregoing, (aits or their Subcontractors) in so obtaining; provided that neither Party shall be obligated to incur any cost out-of-pocket costs or expenses to obtain any such ApprovalConsent; provided, except further, that if any monies out-of-pocket costs or expenses must be expended incurred to pay for an Approvala Consent, or for the assignment of a license or other rights to any member of the Spinco Group, or for the purchase or licensing of any Intellectual Property or other assets to provide the Services to any member of the Service RecipientSpinco Group, and Spinco wishes that such Consent be obtained or such assignment, purchase or license be effected, such out-of-pocket costs and expenses shall be borne by Spinco (and the Service Recipient; (b) in no event shall the Service Recipient communicate directly with any relevant third party with respect to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent Fee for such Service Providerwill increase by the amount of any such costs and expenses or, in good faiththe case of any one-time costs relating to such modifications, deems such course of action costs and expenses shall be deemed to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such ApprovalsOut-of-Pocket Costs hereunder). If the Service Provider Pluto is unable to obtain any Approvals required hereunderConsent, or to effect any required assignments, purchases or licenses, in accordance with the preceding sentence the Parties shall use commercially reasonable efforts to: to (ia) negotiate in good faith reasonable modifications to the Services or the provision of the substitute services (which substitute services shall be deemed “Services, if practicable” hereunder), such that such Approvals Consents, assignments, purchases or licenses are not required; required and (iib) implement such modifications or substitute services (including by amending Exhibit A). Any incremental costs and expenses incurred by or on behalf of the Pluto Group with respect to such mutually agreed modifications or substitute services shall be borne by Spinco (and the Service Fee for the applicable Services will increase by the amount of any such costs and expenses or, in the case of any one-time costs relating to such modifications, such costs and expenses shall be deemed to be Out-of-Pocket Costs hereunder). The Service Provider Notwithstanding anything to the contrary herein, subject to Pluto complying with its obligations under this Section 2.6, Pluto will not be in breach of this Agreement or have any liability to the Spinco Group as a result of any non-performance of, or other effect upon, any applicable Services as a result of any failure to obtain any Approvalssuch Consent or to effect any such assignment, purchase or license. If any Consent, assignment, purchase or license is required to be obtained with respect to any third party relationship of Spinco or any member of the Spinco Group for the receipt of Services, Spinco shall be solely responsible for obtaining any such Consent, assignment, purchase or license at its sole cost and expense; provided that Pluto shall, and shall cause the applicable members of the Pluto Group to, reasonably cooperate with and assist Spinco (or the applicable members of the Spinco Group) in so long as it has otherwise complied with this Section 2.10obtaining.

Third Party Terms and Conditions; Consents. Each Service Recipient The Company hereby acknowledges and agrees that the Services provided by the Service Provider Pfizer through third party service providers providers, subcontractors or consultants, or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients members of the Company Group shall cooperate with and assist each relevant Service Provider Pfizer in obtaining any consent, authorization, order or approval of, or any exemption by, any third party (each an “Approval”) required to be obtained or made by the Service Provider Pfizer (or its Subsidiaries) Affiliates or made by third party service providers or subcontractors) for the performance of the Service ProviderPfizer’s obligations under this Agreement, including any Approval, the need for which may arise as the result of the Company no longer qualifying as a Subsidiary or Affiliate of Lilly from and after the Distribution or Other Disposition. Notwithstanding the foregoing, (a) ; provided that neither Party shall be obligated to incur any cost to obtain any such Approvalconsent, authorization, order, approval or exemption, except that if any monies must be expended to pay for an Approvala consent, authorization, order, approval or exemption, or for the assignment of or for the purchase of any Intellectual Property or other assets to provide the Services to the Service RecipientCompany Group, such costs shall be borne by the Service Recipient; (b) in no event shall the Service Recipient communicate directly with any relevant third party with respect to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent such Service Provider, in good faith, deems such course of action to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such ApprovalsCompany. If the Service Provider Pfizer is unable to obtain any Approvals required hereunderconsents, authorizations, orders, approvals or exemptions, the Parties shall use commercially reasonable efforts to: to (ia) negotiate in good faith reasonable modifications of the Services, if practicable, Services such that such Approvals consents, authorizations, orders, approvals or exemptions are not required; required and (iib) implement any such modifications. The Service Provider Pfizer will not be in breach of this Agreement as a result of any non-performance of, or other effect upon, any applicable Services as a result of any failure to obtain any Approvalssuch consent, so long as it has otherwise complied with this Section 2.102.7. For the avoidance of doubt, if any consent, authorization, order, approval or exemption is required to be obtained or made with respect to any third party relationship for the receipt of Services, the Company shall be solely responsible for obtaining any such consent, authorization, order, approval or exemption, at its sole cost and expense.

Third Party Terms and Conditions; Consents. Each Service Recipient Pluto hereby acknowledges and agrees that the Services provided by the Service Provider Spinco through third party service providers Subcontractors, or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients shall cooperate with parties and assist each relevant Service Provider in obtaining subject to the receipt of any consent, authorization, order or approval of, or any exemption by, any third party (each an each, a “ApprovalConsent”) required to be obtained by the Service Provider Spinco (or the applicable members of the Spinco Group or its Subsidiariesor their Subcontractors) or made by third party service providers for the performance of the Service ProviderSpinco’s obligations under this Agreement, including any Approvalwhich Spinco shall use its commercially reasonable efforts to obtain, and Pluto shall, and shall cause the need for which may arise as the result applicable members of the Company no longer qualifying as a Subsidiary Pluto Group to, reasonably cooperate with and assist Spinco (or Affiliate the applicable members of Lilly from and after the Distribution Spinco Group or Other Disposition. Notwithstanding the foregoing, (aits or their Subcontractors) in so obtaining; provided that neither Party shall be obligated to incur any cost out-of-pocket costs or expenses to obtain any such ApprovalConsent; provided, except further, that if any monies out-of-pocket costs or expenses must be expended incurred to pay for an Approvala Consent, or for the assignment of a license or other rights to any member of the Pluto Group, or for the purchase or licensing of any Intellectual Property or other assets to provide the Services to any member of the Service RecipientPluto Group, and Pluto wishes that such Consent be obtained or such assignment, purchase or license be effected, such out-of-pocket costs and expenses shall be borne by Pluto (and the Service Recipient; (b) in no event shall the Service Recipient communicate directly with any relevant third party with respect to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent Fee for such Service Providerwill increase by the amount of any such costs and expenses or, in good faiththe case of any one-time costs relating to such modifications, deems such course of action costs and expenses shall be deemed to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such ApprovalsOut-of-Pocket Costs hereunder). If the Service Provider Spinco is unable to obtain any Approvals required hereunderConsent, or to effect any required assignments, purchases or licenses, in accordance with the preceding sentence the Parties shall use commercially reasonable efforts to: to (ia) negotiate in good faith reasonable modifications to the Services or the provision of the substitute services (which substitute services shall be deemed “Services, if practicable” hereunder), such that such Approvals Consents, assignments, purchases or licenses are not required; required and (iib) implement such modifications or substitute services (including by amending Exhibit A). Any incremental costs and expenses incurred by or on behalf of the Spinco Group with respect to such mutually agreed modifications or substitute services shall be borne by Pluto (and the Service Fee for the applicable Services will increase by the amount of any such costs and expenses or, in the case of any one-time costs relating to such modifications, such costs and expenses shall be deemed to be Out-of-Pocket Costs hereunder). The Service Provider Notwithstanding anything to the contrary herein, subject to Spinco complying with its obligations under this Section 2.6, Spinco will not be in breach of this Agreement or have any liability to the Pluto Group as a result of any non-performance of, or other effect upon, any applicable Services as a result of any failure to obtain any Approvalssuch Consent or to effect any such assignment, purchase or license. If any Consent, assignment, purchase or license is required to be obtained with respect to any third party relationship of Pluto or any member of the Pluto Group for the receipt of Services, Pluto shall be solely responsible for obtaining any such Consent, assignment, purchase or license at its sole cost and expense; provided that Spinco shall, and shall cause the applicable members of the Spinco Group to, reasonably cooperate with and assist Pluto (or the applicable members of the Pluto Group) in so long as it has otherwise complied with this Section 2.10obtaining.

Third Party Terms and Conditions; Consents. (a) Each Service Recipient hereby acknowledges and agrees that the Services provided by the Service Provider through third party service providers providers, subcontractors or consultants, or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties; except that, with respect to Discretionary Third-Party Agreements, the Services under such agreements will be provided on the terms of this Agreement (including policies and procedures referenced herein), except for any additional reasonable and customary terms and conditions for access to software and other resources that are presented to Recipient prior to use thereof. (b) Each Recipient shall comply, and shall cause its Affiliates (only to the extent applicable) to comply, with the terms of such third party agreements to the extent they are provided to such Recipient and relevant to the receipt and use of the Services by such Recipient and, if compliance with such third party agreements will result in a breach by such Recipient of Assumed PSAN Contracts, the NHTSA Preservation Order, or the Post-Closing Consenting OEM WSD Contracts, as applicable, then the Parties shall negotiate in good faith a resolution consistent with this Agreement so as to avoid such breaches of the third party agreements and the foregoing contracts and order. AdditionallyService Provider shall be entitled to exclusively manage its relationships with such third parties. Each Recipient shall not discuss with any such third party the provision of the Services except with Service Provider’s prior written consent, all not to be unreasonably withheld. (c) Service Recipients Provider shall use commercially reasonable efforts to obtain, and the applicable Recipient shall cooperate with and assist each relevant Service Provider in obtaining (including by identifying any that are required), any consent, authorization, order or approval of, or any exemption by, any third party (each an “Approval”) required to be obtained or made by the Service Provider (or its Subsidiaries) Affiliates or made by third party service providers or subcontractors) under the Purchased Assets (and any replacement contracts that Service Provider may elect to enter into during the Term) for the performance of the Service Provider’s obligations under this Agreement, including any Approval, with all reasonable costs and expenses to the need for which may arise as extent in connection with using commercially reasonable efforts to obtain the result foregoing (but in the case of the Company no longer qualifying as a Subsidiary or Affiliate of Lilly from legal fees and after the Distribution or Other Disposition. Notwithstanding expenses to undertake the foregoing, solely such reasonable legal fees and expenses for work performed after the U.S. Closing) to the extent related to the Services (aand not to the extent to operate the Business after the U.S. Closing) neither Party shall be obligated to incur any cost to obtain any such Approvalbeing the sole responsibility of the applicable Recipient. For the avoidance of doubt, except that if any monies must consent, authorization, order, approval or exemption is required to be expended to pay for an Approval, obtained or for the assignment of or for the purchase of any Intellectual Property or other assets to provide the Services to the Service Recipient, such costs shall be borne by the Service Recipient; (b) in no event shall the Service Recipient communicate directly with any relevant third party made with respect to any Approval without third party relationship of a Recipient for either the Service Provider’s written consent; and (c) with respect receipt of Services or for any assets, resources, products or services that a Recipient is providing to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent such Service Provider, in good faith, deems such course of action to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such Approvals. If the order for Service Provider is unable to obtain any Approvals required hereunder, the Parties shall use commercially reasonable efforts to: (i) negotiate in good faith reasonable modifications of provide the Services, if practicable, such that such Approvals are not required; and (ii) implement the applicable Recipient shall be solely responsible for obtaining any such modifications. The Service Provider will not be in breach of this Agreement as a result of any non-performance ofconsent, authorization, order, approval or other effect uponexemption, any applicable Services as a result of any failure to obtain any Approvals, so long as it has otherwise complied with this Section 2.10at its sole cost and expense.

Third Party Terms and Conditions; Consents. Each Service Recipient Purchaser hereby acknowledges and agrees that the Services provided by the Service Provider Seller Parent through third party service providers providers, subcontractors or consultants, or using third party assets, including third party Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients Purchaser shall cooperate with and assist each relevant Service Provider Seller Parent in obtaining any consent, authorization, order or approval of, or any exemption by, any third party (each an “Approval”) required to be obtained or made by the Service Provider Seller Parent (or its Subsidiaries) Affiliates or made by third party service providers providers, subcontractors or consultants) for the performance of the Service ProviderSeller Parent’s obligations under this Agreement, including any Approval, the need for which may arise as the result of the Company no longer qualifying as a Subsidiary or Affiliate of Lilly from and after the Distribution or Other Disposition. Notwithstanding the foregoing, ; provided that (a) neither Party the Parties shall use commercially reasonable efforts to secure such consents, authorizations, orders or approvals (provided that Seller Parent shall not be obligated required to incur commence any cost litigation or offer or grant any accommodation (financial or otherwise) to obtain any such Approval, except that Person) and (b) if any costs or expenses must be incurred or monies must be expended to pay for an Approvala consent, authorization, order, approval or exemption, or for the assignment of of, a license or other rights to, or for the purchase of any Intellectual Property or other assets to provide the Services to the Service RecipientPurchaser, such costs and expenses shall be borne shared equally by Seller Parent and Purchaser. Notwithstanding the Service Recipient; (b) in no event shall the Service Recipient communicate directly with any relevant third party with respect to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable)foregoing, the Service Provider shall seek any relevant Approvals only to the extent such Service Provider, in good faith, deems such course of action to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such Approvals. If the Service Provider if Seller Parent is unable to obtain any Approvals required hereunderconsents, authorizations, orders, approvals or exemptions needed to provide the Services to Purchaser, then (i) if and to the extent an Enabling Function Service is affected, then Seller Parent shall perform an alternative arrangement and bear any additional costs and expenses incurred in the performance of such alternative arrangement, and (ii) if a Service other than an Enabling Function Service is affected, then the Parties shall use commercially reasonable efforts to: (i1) negotiate in good faith reasonable modifications of or alternative arrangements to the Services, if practicable, Services such that such Approvals consents, authorizations, orders, approvals or exemptions are not required; required and (ii2) implement any such modifications. The Service Provider will Seller Parent shall not be in breach of this Agreement as a result of any non-performance of, or other effect upon, any applicable Services as a result of any failure to obtain any Approvalssuch consent, authorization, order, approval or exemption, so long as it has otherwise complied with this Section 2.102.5. For the avoidance of doubt, if any consent, authorization, order, approval or exemption is required to be obtained or made with respect to any third party relationship of Purchaser or its Affiliates for the receipt of Services, Purchaser shall be solely responsible for obtaining any such consent, authorization, order, approval or exemption, at its sole cost and expense.

Third Party Terms and Conditions; Consents. Each Service Recipient hereby acknowledges and agrees that the The Services provided by the Service Provider Pfizer through third party Third Party service providers providers, subcontractors or consultants, or using third party Third Party assets, including Intellectual PropertyProperty Rights, are shall be subject to the terms and conditions of any agreements between Pfizer and such Third Parties, if any, that are applicable agreements with such third parties. Additionallyto the provision of the Services, all Service Recipients shall cooperate with and assist each relevant Service Provider in obtaining including, as applicable, the receipt of any consent, authorization, order or approval of, or any exemption by, any third party (each an “Approval”) Third Party if and to the extent required to be obtained or made by the Service Provider Pfizer (or its SubsidiariesAffiliates or its or their Third Party service providers, subcontractors or consultants) for the provision of the Services. Pfizer shall inform NewCo in writing of any and all such Third Party agreements and the terms and conditions of such agreements that are applicable to the provision of the Services, including any consent, authorization, order, approval or exemption required to be obtained or made by third party Pfizer (or its Affiliates or its or their Third Party service providers for the performance of the Service Provider’s obligations under this Agreementproviders, including subcontractors or consultants) and, if applicable, any Approval, the need for which may arise as the result of the Company no longer qualifying as a Subsidiary costs or Affiliate of Lilly from and after the Distribution or Other Disposition. Notwithstanding the foregoing, (a) neither Party shall be obligated to incur any cost to obtain any such Approval, except expenses that if any monies must be expended incurred to pay for an Approvalsuch consent, authorization, order, approval or exemption (including, if applicable for the assignment of a license or other rights to NewCo, or for the assignment of purchase or for the purchase licensing of any Intellectual Property Rights or other assets to provide the Services to NewCo). Pfizer shall use its commercially reasonable efforts to obtain if requested by NewCo, and NewCo shall, cooperate with and assist Pfizer (or its Affiliates or its or their Third Party service providers, subcontractors or consultants) in so obtaining any such consents, authorizations, orders, approvals and/or exemptions; provided that if any costs or expenses must be incurred to pay for such consent, authorization, order, approval or exemption, or for the Service Recipientassignment of a license or other rights to NewCo, or for the acquisition (by purchase or licensing) of any Intellectual Property Rights or other assets to provide the Services to NewCo, and provided that Pfizer has informed NewCo in advance of such costs and expenses and NewCo has requested that Pfizer obtain the relevant consent, authorization, order, approval or exemption, or the assignment of such license or other rights to NewCo, or the acquisition of such Intellectual Property Rights or other assets, such costs and expenses shall be borne by the Service Recipient; NewCo (b) in no event and such costs and expenses shall the Service Recipient communicate directly with any relevant third party with respect to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent such Service Provider, in good faith, deems such course of action be deemed to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such ApprovalsOut-of-Pocket Costs hereunder requiring NewCo’s pre-approval). If the Service Provider Pfizer is unable to obtain any Approvals required hereunderconsents, authorizations, orders, approvals or exemptions, or is unable to effect any required assignments, purchases or licenses, then Pfizer shall inform NewCo of such inability and, at the request of NewCo, the Parties shall use commercially reasonable efforts to: to (ia) negotiate in good faith reasonable modifications of to the Services, if practicable, Services such that such Approvals consents, authorizations, orders, approvals, exemptions, assignments, purchases or licenses are not required; required and (iib) implement such modifications, provided that Pfizer shall inform NewCo of any costs and expenses that will be incurred in order to implement such modifications and NewCo may withdraw its request to make any such modifications. The Service Provider will Any costs and expenses incurred by or on behalf of Pfizer or its Affiliates with respect to such modifications that are requested (and not withdrawn) by NewCo, of which Pfizer has informed NewCo in advance, shall be borne by NewCo (and such costs and expenses shall be deemed to [***] = CONFIDENTIAL TREATMENT REQUESTED be Out-of-Pocket Costs hereunder requiring NewCo’s pre-approval). Pfizer shall not be deemed to be in breach of this Agreement Agreement, or have any liability to NewCo, as a result of any non-performance of, or other effect upon, any applicable Services as a result of Service(s) resulting directly from any such failure to obtain any Approvalssuch consent, so long as it authorization, order, approval or exemption, or to effect any such assignment, purchase or license, provided that Pfizer has otherwise complied used commercially reasonable efforts to obtain or effect the same. If any consent, authorization, order, approval, exemption, assignment, purchase or license is required to be obtained or made with this Section 2.10respect to any Third Party relationship of NewCo for the receipt of Services, NewCo shall be solely responsible for obtaining or making any such consent, authorization, order, approval, exemption, assignment, purchase or license at its sole cost and expense.

Third Party Terms and Conditions; Consents. Each Service Recipient hereby acknowledges (a) In order to provide the Services, the Parties acknowledge and agrees agree that it may be necessary for Provider to obtain the Services provided by the Service Provider through third party service providers or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients shall cooperate with and assist each relevant Service Provider in obtaining any consent, authorization, order consent or approval of, or to obtain additional licenses or similar rights from, third-party suppliers or vendors in order for Provider to provide transition support for Recipient and its Affiliates. Such consent or approvals or additional licenses or rights may require the payment of consent fees, transfer fees, incremental, initiation and set up costs and other similar costs, fees and expenses. Where the consent of a third-party supplier or vendor is required for the provision of a Service, Provider will use commercially reasonable efforts, cooperating in good faith and in consultation with Recipient, to obtain such consent. If any exemption by, such supplier or vendor requires any third party (each an “Approval”) required amount to be obtained by the Service Provider (or its Subsidiaries) or made by third party service providers for the performance of the Service Provider’s obligations under this Agreement, including any Approval, the need for which may arise as the result of the Company no longer qualifying as a Subsidiary or Affiliate of Lilly from and after the Distribution or Other Disposition. Notwithstanding the foregoing, (a) neither Party shall be obligated to incur any cost paid to obtain any such Approval, except that if any monies must be expended to pay for an Approval, or for the assignment of or for the purchase of any Intellectual Property or other assets to provide the Services to the Service Recipientconsent, such amount shall be paid by Recipient. Increased costs incurred by Recipient in re-licensing software or otherwise entering into an amended or replacement agreement with a third-party vendor shall be borne exclusively by the Service Recipient; . (b) If a consent of a Third Party or vendor is refused despite the use of such commercially reasonable efforts, then Provider shall cooperate with Recipient in no event shall the Service good faith and provide Recipient communicate directly with any relevant third party with respect reasonable assistance, including facilitating introductions to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A existing significant suppliers or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent such Service Providervendors, in good faithsecuring the benefit of such contract or a similar service. The Parties acknowledge and agree that, deems such course of action to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such Approvals. If the Service if Provider is unable to obtain any Approvals required hereunderthird-party consent or approval with respect to any contract necessary to provide the Services hereunder within a reasonable period of time following the Effective Date, Provider shall either (i) to the Parties shall extent permitted under the contract, use its commercially reasonable efforts to provide Recipient with the benefit of such contract as it relates to the Services in a mutually agreeable work-around or (ii) otherwise use commercially reasonable efforts to: (i) negotiate in good faith to provide a mutually agreeable work-around; provided, however, that Provider shall perform any reasonable modifications of work-around for which Recipient agrees to pay a market rate for the Services, if practicable, such that such Approvals are not required; applicable Service. Provider and (ii) implement any such modifications. The Service Provider its Affiliates will not be in breach of obligated to pay any third-party costs, fees or expenses pursuant to this Agreement as a result Section 2.6(b) and will not be obligated to disclose the amount of any nonthird-performance ofparty costs, fees or other effect uponexpenses if doing so would violate a confidentiality agreement or confidentiality provisions in a contract with a third party. Subject to the foregoing, any if the Parties are unable to mutually agree on a work-around, then the applicable Service shall not form part of the Services as a result of any failure to obtain any Approvals, so long as it has otherwise complied with this Section 2.10be provided hereunder.