Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. All Tax Returns not yet filed for any taxable period that begins before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in a manner consistent with past practice employed with respect to the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.

Preparation and Filing of Tax Returns. Pfizer Seller shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies Company and the Asset Selling CorporationsSubsidiaries, their its assets and or activities that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; Date or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated for Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period periods ending on or before the Closing Date; . Notwithstanding the preceding sentence, Seller shall file or (C) are cause to be filed by an Asset Selling CorporationTax Returns and other documentation with respect to transfer, documentary, sales, use, stamp, registration and other such Taxes incurred in connection with this Agreement when due. Seller shall permit Purchaser to review and comment on each such Tax Return described in the preceding two sentences prior to filing. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing Date, Company and Subsidiaries or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Company and Subsidiaries prior to the Closing Date shall, insofar as they relate related to the Conveyed Companies Company or an Asset Selling Corporation (with respect to the Business) prior to the Closing Dateany of Subsidiaries prepared by Seller, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies Company or such Asset Selling Corporation (with respect to the Business)any of Subsidiaries, unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by Purchaser for a taxable period that begins before None of Purchaser, the Closing Date but ends after the Closing Date (a “Straddle Period”)Company, Purchaser shall deliver, at least 30 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates Subsidiaries, or Seller shall file any amended Tax Returns for any periods for ending on or in respect of the Conveyed Companies with respect prior to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that the Company and any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare Subsidiaries or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser any assets or activity of the basis for such filingCompany or Subsidiaries, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision without the prior consent of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such TaxesPurchaser.

Preparation and Filing of Tax Returns. Pfizer Any tax sharing agreements, tax settlement agreements, arrangements, policies or guidelines, formal or informal, express or implied that may exist between the Companies and Seller or any Affiliate of Seller (other than the Companies) shall terminate as of the Closing Date and, except as specifically provided herein, any obligation to make payments under such agreements shall be cancelled as of the Closing Date. Sellers shall prepare and timely file or shall cause to be prepared and timely filed all federalFederal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling CorporationsCompanies, their assets and or activities that (ia) are required to be filed (taking into account valid extensions) on or before the Closing Date; Date or (iib) are required to be filed (taking into account valid extensions) after the Closing Date and (Ai) are Consolidated consolidated, combined or unitary Tax Returns of Pfizer and its Affiliates; or (Bii) are with respect to Income Taxes income taxes and are required to be filed on a separate Tax Return basis for any Tax tax period ending on or before the Closing Date; or (C) are . At Purchaser's request, Sellers shall, to be filed the extent permitted by an Asset Selling Corporationlaw, cause the Companies to end their respective taxable years on the Closing Date for state income tax purposes, provided that Purchaser shall promptly reimburse Sellers for any additional reasonable costs and expenses, including reasonable accounting costs, incurred by Sellers in connection with the preparation of Tax Returns relating to such taxable year. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing DateCompanies, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business)Companies, unless Pfizer Sellers or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by None of Purchaser for a taxable period that begins before or either of the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates Companies shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) 8.01 without the prior written consent of Pfizer (which consent Sellers; provided that nothing in the preceding sentence shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after limit the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any right of the Conveyed Companies is required by Law Companies, subject to file an amended Tax Return Section 8.04, to cooperate with respect to a period for which Pfizer is obligated to prepare or cause to be prepared taxing authority in resolving and determining the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase tax consequences of any of the Conveyed Companies, Tax Claim (as such term is defined in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional TaxesSection 8.04(a), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes).

Preparation and Filing of Tax Returns. Pfizer shall The Sellers will prepare and timely file file, or shall will cause to be prepared and timely filed filed, all federalappropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, Subsidiaries and their respective assets and or activities that (ia) are required to be filed (taking into account valid extensions) on or before the Closing Date; Date or (iib) are required to be filed (taking into account valid extensions) after the Closing Date and (Ai) are Consolidated Tax Returns of Pfizer and its Affiliates; (Bas hereinafter defined) or (ii) are with respect to Income Taxes (as hereinafter defined) and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall Buyer will prepare or cause to be prepared and shall will timely file or cause to be timely filed all other Tax Returns required of Buyer and its subsidiaries and Affiliates (including the Conveyed Companies after and the Closing DateSubsidiaries), or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Subsidiaries prior to the Closing Date shallwill, insofar as they relate to any of the Conveyed Companies or an Asset Selling Corporation (Subsidiaries, be on a basis consistent with the positions taken on the last previous such Tax Returns filed in respect of such Company or such Subsidiary, except to the Business) prior to extent the Closing Date, be prepared in a manner consistent with past practice employed with respect to the Conveyed Companies Sellers or such Asset Selling Corporation (with respect to the Business), unless Pfizer or PurchaserBuyer, as the case may be, concludes reasonably conclude(s), and notifies the other party in good faith writing, that there is no reasonable basis for taking such position. With respect to any Tax Return required position could cause such Company or such Subsidiary to be Back subject to Contents filed by Purchaser for a taxable period that begins before penalties other than underpayment interest. Without the Closing Date but ends after prior written consent of the Closing Date (a “Straddle Period”)Sellers, Purchaser shall delivernot to be unreasonably withheld, at least 30 days prior to the due date for the filing none of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s Buyer or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall will file any amended Tax Returns for any periods for or in respect of any of the Conveyed Companies or Subsidiaries (or their assets or activities) with respect to which Purchaser Buyer is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law)10.1. Neither Pfizer Buyer nor any of its Affiliates shall will file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) or 338(h)(10) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxestransactions contemplated by this Agreement.

Preparation and Filing of Tax Returns. Pfizer (a) Following the Closing and prior to the relevant due date (after taking into account any extensions thereto), Sellers’ Representative shall prepare and timely file (or shall cause to be prepared prepared) any income Tax Return (including Schedule K-1 or similar schedule under state law) for United States federal Taxes and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that each other jurisdiction (i) are in which the Company is required to file income Tax Returns and (ii) (x) under the Laws of which the taxable year of the Company is required or permitted to be closed as of the Closing Date as a result of the transactions contemplated by this Agreement (the “Short Period Returns”) or (y) which relate to taxable periods that end on or prior to the Closing Date. Each Short Period Return shall cover the Taxable period commencing on the day after the last day covered by a prior Tax Return filed by the Company prior to the Closing, or a prior Tax Return to be filed by the Company as prepared by the Sellers’ Representative pursuant to this Section 7.9(a) (taking into account valid extensions) other than a Short Period Return), with respect to such Tax and ending on or before the Closing Date and the relevant Taxes and Tax Liability relating to Short Period Returns shall be determined from the books and records of the Company at the close of business on the Closing Date; provided, however, that, to the extent permitted by applicable Law, (a) extraordinary transactions (other than the payment of any payment specified in Schedule 3.28, including any such payment triggered in whole or in part as a result of the consummation of any such transaction (ii“Specified Closing Payments”)) are required occurring on the Closing Date and after the Closing shall be allocated to be filed (taking into account valid extensions) after the Taxable period that is deemed to begin at the beginning of the day following the Closing Date and (Ab) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and other items, exemptions, allowances, and deductions that are required to calculated on an annual basis (including depreciation and amortization deductions) shall be filed on a separate Tax Return basis for any Tax allocated between the period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared Date and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or required to be filed period commencing after the Closing Date with respect in proportion to the Purchased Assets or number of days in each such period. To the Business. All Tax Returns not yet filed for any taxable period that begins before extent allowed by applicable law, the Specified Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect Payments shall be allocated to the Business) Taxable periods prior to the Closing Date shalland Seller shall be entitled to apply, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect extent usable, all related Tax deductions and other Tax benefits related to the Business) Specified Closing Payments against Taxable income in respect of Taxable periods prior to the Closing Date, be prepared in a manner consistent with past practice employed with respect to the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such TaxesClosing.

Preparation and Filing of Tax Returns. Pfizer (i) The Company shall prepare and timely file prepare, or shall cause to be prepared prepared, and timely filed shall file, or cause to be filed, all federal, state, local and foreign Tax Returns in respect of, or that include, the Company or any of the Conveyed Companies and the Asset Selling Corporations, their assets and activities its Subsidiaries that (i) are required to be filed (taking into account valid extensions) due on or before the Closing Date; or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser The Company shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. All Tax Returns not yet filed for any taxable period that begins before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) pay prior to the Closing Date shallall Tax liabilities shown by such Tax Returns to be due. The Parent shall prepare, insofar as they relate or cause to be prepared, and shall file, or cause to be filed, all Tax Returns of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to Company and its Subsidiaries that are due after the Closing Date, be prepared in a manner consistent with past practice employed with respect to the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by Purchaser for a taxable period of the Company or any of its Subsidiaries that begins on or before the Closing Date but and ends after the Closing Date (a “Straddle Period”), Purchaser the Parent shall deliver, deliver a copy of such Tax Return to the Company Stockholder Representative at least 30 calendar days prior to the due date for the filing of each such Tax Return (taking into account valid extensionsgiving effect to any extension thereof), accompanied by an allocation between the Pre-Closing Period and the Post-Closing Period, in accordance with the principles of Section 8.5, of the Taxes shown to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of be due on such Tax Return. Pfizer shall have the right to review each such Such Tax Return and statement allocation shall be final and binding on the parties hereto, unless, within thirty (30) calendar days after the date of receipt by the Company Stockholder Representative of such Tax Returns and allocation, the Company Stockholder Representative delivers to the Parent a written request for changes to such Tax Returns or allocation. If the Company Stockholder Representative delivers such a request, then the Company Stockholder Representative and the Parent shall undertake in good faith to resolve the issues raised in such request prior to the due date (including any extension thereof) for filing of such Tax Return. Pfizer If the Company Stockholder Representative and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser the Parent are unable to resolve any issue by the earlier of (i) ten (10) calendar days after the date of receipt by the Parent of the request for changes, or (ii) ten (10) calendar days prior to the due date (including any extension thereof) for filing of the Tax Return in question, then the Company Stockholder Representative and the Parent shall engage jointly an issue independent accounting firm to determine the correct treatment of the item or items in dispute. Each of the Company Stockholder Representative and the Parent shall bear and pay one-half of the fees and other costs charged by such independent accounting firm. The determination of the independent accounting firm shall be final and binding on the parties hereto. If the independent accounting firm is unable to make its determination with respect to any disputed item prior to the due date (including any extension thereof) for filing such Tax Return, Purchaser then the Parent may make treat the final determination as to item, for purposes of filing the filing of such Tax Return, but as it determines in its sole discretion, and may cause the Tax Return to be filed. However, in such a case, the independent accounting firm shall make its determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without disputed items and the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any determination of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared independent accounting firm shall control the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser rights of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of parties under this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.

Preparation and Filing of Tax Returns. Pfizer Seller shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and Purchased Assets (including the Asset Selling Corporations, their assets and activities Acquired Subsidiaries) that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; Date or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Seller or a Selling CorporationAffiliate, except as described in Section 7.02. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required in respect of the Conveyed Companies after Purchased Assets (including the Closing Date, Acquired Subsidiaries) or in respect of their its assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies Acquired Subsidiaries or an Asset Selling Corporation Affiliate (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies Acquired Subsidiaries or an Asset Selling Corporation Affiliate (with respect to the Business) prior to the Closing Date, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies Acquired Subsidiaries or such Asset Selling Corporation Affiliate (with respect to the Business), unless Pfizer Seller or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by Purchaser for a taxable period that begins before the Closing Date includes (but ends after does not end on) the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 thirty (30) days prior to the due date, or for Tax Returns due within sixty (60) days of the Closing Date on or before the date that is the mid-point between the Closing Date and the due date, for the filing of each such Tax Return (taking into account valid extensions), to Pfizer Seller a statement setting forth the amount of Tax for which Pfizer Seller is responsible pursuant to Sections 7.4(g)(iSection 7.01(f)(i) and (iiiSection 7.01(f)(iii) together with a copy and an extract of such Tax ReturnReturn to the extent relevant to Seller under this Agreement. Pfizer Seller shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return, and Purchaser shall consider in good faith any reasonable comments by Seller that are submitted no less than five (5) days prior to the due date of such Tax Return. Pfizer Seller and Purchaser agree to consult and resolve in good faith any issue arising as a result of PfizerSeller’s review of each such Tax Return and statement, provided, however, if Pfizer statement and Purchaser are unable mutually to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as consent to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g)Return as promptly as possible. Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies Acquired Subsidiaries with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i7.01(a) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law)Seller. Neither Pfizer nor If Seller reasonably determines that any of its Affiliates shall the Acquired Subsidiaries is entitled to file or make a formal or informal claim for refund or file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return providing for a refund with respect to a period for which Pfizer it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i7.01(a), Pfizer Seller shall notify Purchaser of the basis for such filing, and Purchaser shall timely be entitled to file or cause to be timely filed make such claim or amended Tax Return as required by Lawon behalf of such Acquired Subsidiary (but at Seller’s expense) before the Closing, and Seller will be entitled to control the prosecution of such refund claims after the Closing. Notwithstanding After the Closing, Seller may require Purchaser to cause any provision Acquired Subsidiary to file for a Tax refund to which Seller would be entitled under Section 7.01(e), provided, however, that Purchaser believes that it is more likely than not that such a refund claim is warranted. Seller shall be entitled to control the prosecution of this Agreement, Purchaser may, such claim at its option, make an election under Section 338(g) of the Code own expense. Purchaser will cooperate with respect to its purchase or deemed purchase of Seller in any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxesrefund matters.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federalFederal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Companies Subsidiaries, their Subsidiaries and the Asset Selling Corporations, their assets and or activities that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; Date or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; Affiliates or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax tax period ending on or before the Closing Date; Date or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing DateSubsidiaries and their Subsidiaries, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies Subsidiaries or their Subsidiaries or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by the Purchaser for a taxable period that begins before the Closing Date includes (but ends after does not end on) the Closing Date (a “"Straddle Period”"), the Purchaser shall deliver, at least 30 20 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(iSection 5.4(g)(i) and (iii) together with a copy and copies of such Tax Return. Pfizer shall have the right to review each such Tax Return and the statement prior to the filing of such Tax Return. Pfizer and the Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s the review of each such Tax Return and statement, provided, however, if Pfizer statement and Purchaser are unable mutually to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as consent to the filing as promptly as possible of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.for

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign The Contributor Sellers will include on their Tax Returns in respect all items of income (including deferred revenue), gain, loss, deduction or credit of the Conveyed Companies and Company or that relate to the Asset Selling Corporations, their assets and activities that Business for taxable periods (ior portions thereof) are required to be filed (taking into account valid extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; Date reflecting the fact that the Company is a disregarded entity and the Contributor Sellers shall not be deemed for Tax purposes to make any payment to Buyer or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required any of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or required to be filed after the Closing Date its Affiliates with respect to the Purchased Assets or the Businessany deferred revenue. All Any Tax Returns not yet filed of the Foreign Companies and any non-income Tax Returns of the Company for any a taxable period that begins (or portion thereof) ending on or before the Closing Date or that include shall be prepared consistent with the activities past practices of the Conveyed Companies or an Asset Selling Corporation (with respect to Company and the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in a manner consistent with past practice employed with respect to the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or PurchaserForeign Companies, as the case may be, concludes unless prohibited by Law. Any such Tax Returns of the Foreign Companies shall be prepared by Buyer, and shall be provided to Sellers prior to filing for their review and approval, not to be unreasonably withheld, delayed or conditioned; provided that (i) Sellers shall prepare any Tax Returns of CH Australia for taxable periods ending on or before the Closing Date and deliver such Tax Returns to Buyer or CH Australia for their review and approval, not to be unreasonably withheld, delayed or conditioned, and (ii) Change Australia NewCo shall prepare any consolidated or combined Australian income Tax Returns for the Tax group consisting of CH Australia and Change Australia NewCo for the taxable period beginning on the date of the formation of Change Australia NewCo and a pro forma tax return (or equivalent workpapers) of CH Australia used to prepare such consolidated or combined such Australian income Tax Returns shall be provided to Buyer for its review and approval, not to be unreasonably withheld, delayed or conditioned, and Buyer shall cause CH Australia to consent to be included in good faith such Australian consolidated or combined income Tax Return for the period that there is no reasonable basis for it was a member of such positionTax group. With Except to the extent otherwise provided in the last sentence of Section 5.11(i), in the event that any Taxes are payable by Sellers in respect of any Straddle Period through the Effective Time related to any Tax Return required to be Back to Contents filed by Purchaser for Buyer in accordance with the terms set forth herein, and such Taxes have not otherwise been paid by Sellers or included as a taxable period that begins before liability in connection with the Closing Date but ends after the Closing Date (a “Straddle Period”)calculation of Final Indebtedness, Purchaser Final Working Capital or Final Transaction Expenses, Sellers shall deliver, at least 30 days prior pay such amount to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement Buyer no later than five Business Days prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such TaxesBuyer.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federalFederal, state, local and foreign Tax Returns in respect of the Conveyed Companies Subsidiaries, their Subsidiaries and the Asset Selling Corporations, their assets and or activities that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; , or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; , or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax tax period ending on or before the Closing Date; , or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing DateSubsidiaries and their Subsidiaries, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Conveyed Assets or the Business. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies Subsidiaries or their Subsidiaries or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by the Purchaser for a taxable period that begins before the Closing Date includes (but ends after does not end on) the Closing Date (a “"Straddle Period”"), the Purchaser shall deliver, at least 30 20 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections Section 7.4(g)(i) and (iii) together with a copy and copies of such Tax Return. Pfizer shall have the right to review each such Tax Return and the statement prior to the filing of such Tax Return. Pfizer and the Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s the review of each such Tax Return and statement, provided, however, if Pfizer statement and Purchaser are unable mutually to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as consent to the filing as promptly as possible of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies Subsidiaries or any of their Subsidiaries with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.this

Preparation and Filing of Tax Returns. Pfizer shall ChoicePoint will prepare and timely file or shall will cause to be prepared and timely filed all federalappropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Companies Oxxxxx Entities and the Asset Selling Corporations, their assets and or activities that (ia) are required to be filed (taking into account valid extensions) on or before the Closing Date; date hereof or (iib) are required to be filed (taking into account valid extensions) after the Closing Date date hereof and (Ai) are Consolidated Tax Returns of Pfizer and its Affiliates; or (Bii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (Cy) are any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be filed by an Asset Selling Corporationthe sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. Purchaser shall LabOne will prepare or cause to be prepared and shall will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Conveyed Companies after the Closing DateOxxxxx Entities), or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date date hereof or that include the activities of any of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Oxxxxx Entities prior to the Closing Date shalldate hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing DateOxxxxx Entities, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business)Oxxxxx Entities, unless Pfizer ChoicePoint or PurchaserLabOne, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return required referred to in the preceding sentence shall be Back borne by the ChoicePoint Entities and LabOne in proportion to Contents filed by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 days prior to the due date their responsibility for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any Taxes reported on such Tax Return, Purchaser may make the final determination as to the filing whether or not previously paid. None of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s LabOne or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall will file any amended Tax Returns for any periods for or in respect of the Conveyed Companies Oxxxxx Entities with respect to which Purchaser LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) 10.1 without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such TaxesChoicePoint.

Preparation and Filing of Tax Returns. Pfizer Seller shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign appropriate Tax Returns in respect of the Conveyed Companies and the Asset Selling CorporationsTSM or any TSM Predecessor-in-interest, their its business, assets and activities or operations that (ix) are required to be filed (taking into account valid extensions) on or before the Closing Date; Date or (iiy) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated consolidated Tax Returns of Pfizer and its Affiliates; or (B) are with respect to Income Taxes and that are required to be filed by TSM or any TSM Predecessor-in-interest on a separate Tax Return return basis for any Tax tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser Buyer shall prepare and timely file or shall cause to be prepared and shall file or cause to be timely filed all other Tax Returns required of the Conveyed Companies TSM, for or in respect of its business, assets or operations for any period ending after the Closing Date, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. All Any such Tax Returns not yet filed for any taxable period that begins include tax periods ending on or before the Closing Date or that include the activities business, assets or operations of the Conveyed Companies TSM or an Asset Selling Corporation (with respect to the Business) prior to any TSM Predecessor-in-interest through the Closing Date shall, insofar as they relate to the Conveyed Companies TSM or an Asset Selling Corporation (with respect to the Business) prior to the Closing Dateany TSM Predecessor-in-interest, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to the Conveyed Companies of TSM or such Asset Selling Corporation (with respect to the Business)any TSM Predecessor-in-interest, unless Pfizer Seller or PurchaserBuyer, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect TSM (prior to the Closing) shall not modify any position taken on any Tax Return required of TSM or any TSM Predecessor-in-interest which relates to be Back TSM's business, assets or operations filed on or prior to Contents filed by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (Buyer, which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxesdelayed.

Preparation and Filing of Tax Returns. Pfizer shall (a) Seller will prepare and timely file file, or shall cause to be prepared and timely filed filed, all federal, state, local and foreign Tax Returns required to be filed by any Acquired Entity or solely in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities other Acquired Assets that are (i) are required to be filed (taking into account valid any applicable extensions) on or before the Closing Date; Date or (ii) are required to be filed (taking into account valid any applicable extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or . Seller will prepare any Tax Return described in clause (Cii) are of the immediately preceding sentence on a basis consistent with the past practices with respect to be previously filed Tax Returns, except to the extent otherwise required by an Asset Selling Corporationapplicable Law, and will deliver to Acquiror any such Tax Return (other than Transfer Tax documentation, which is addressed in Section 8.06), together with any additional information relating thereto that Acquiror may reasonably request, at least 30 days prior to the due date for filing such Tax Return (taking into account any applicable extensions). Purchaser shall Acquiror will have the right to review any such Tax Return and additional information, if any, prior to the filing of such Tax Return, and Seller will consider in good faith any comments submitted by Acquiror at least ten days prior to the due date of such Tax Return before delivering such Tax Return to Acquiror for filing. Acquiror will prepare and timely file, or cause to be prepared and shall file or cause to be filed timely filed, all other Tax Returns required of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or required to be filed after by the Closing Date with Acquired Entities or solely in respect to the Purchased Assets or the Business. All Tax Returns not yet filed for any taxable period that begins before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in other Acquired Assets for a manner consistent with past practice employed with respect to the Conveyed Companies or Straddle Period. Any such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back filed in respect of a Straddle Period will be prepared on a basis consistent with the past practices with respect to Contents previously filed Tax Returns, except to the extent otherwise required by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliverapplicable Law. Acquiror will deliver to Seller, at least 30 days prior to the due date for the filing of each such Straddle Period Tax Return (taking into account valid any applicable extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer Seller is responsible pursuant to Sections 7.4(g)(i8.04(a), 8.04(b) and (iii) together with 8.04(c). Acquiror will also deliver a copy of such Tax Return. Pfizer shall , together with any additional information relating thereto that Seller may reasonably request, and Seller will have the right to review each such Straddle Period Tax Return Return, statement and statement additional information, if any, prior to the filing of such Tax Return. Pfizer , and Purchaser agree to consult and resolve Acquiror will consider in good faith any issue arising as a result comments submitted by Seller at least ten days prior to the due date of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any before filing such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser Acquiror nor any of its Affiliates shall (including any Acquired Entity) will file a Tax Return or agree to any amended Tax Returns for any periods for waiver or in respect extension of the Conveyed Companies statute of limitations relating to Taxes with respect to which Purchaser is not obligated to prepare any Acquired Entity or cause to be prepared the original such other Acquired Assets for a Tax Returns pursuant to this Section 7.4(a)(i) period ending on or before the Closing Date or a Straddle Period, in each case, without the prior written consent of Pfizer Seller (which such consent not to be unreasonably withheld, conditioned or delayed), provided that this sentence shall not be unreasonably withheld or delayed if such prevent Acquiror from filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of on the basis due date for filing such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding (taking into account any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxesapplicable extensions), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federalFederal, state, local and foreign Tax Returns in respect of the Conveyed Companies Subsidiaries, their Subsidiaries and the Asset Selling Corporations, their assets and or activities that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; , or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; , or (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax tax period ending on or before the Closing Date; , or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing DateSubsidiaries and their Subsidiaries, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Conveyed Assets or the Business. All In the event the Closing Date is on or before November 30, 1998, any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies Subsidiaries or their Subsidiaries or an Asset Selling 100 Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies Subsidiaries or their Subsidiaries or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies Subsidiaries or their Subsidiaries or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. In the event that the Closing Date is after November 30, 1998, Purchaser may file any Tax Return required by this Section 7.4(a)(i) for any Conveyed Subsidiary or any of its Subsidiaries on a basis inconsistent with the last previous Tax Return filed for such Conveyed Subsidiary or any of its Subsidiaries (as the case may be) provided that there is a reasonable basis for such inconsistent position and Pfizer consents to such inconsistent position (which consent shall not be unreasonably withheld). With respect to any Tax Return required to be Back to Contents filed by the Purchaser for a taxable period that begins before the Closing Date includes (but ends after does not end on) the Closing Date (a “"Straddle Period”"), the Purchaser shall deliver, at least 30 days prior to the due date for the filing of each such Tax Return 101 (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections Section 7.4(g)(i) and (iii) together with a copy and copies of such Tax Return. Pfizer shall have the right to review each such Tax Return and the statement prior to the filing of such Tax Return. Pfizer and the Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s the review of each such Tax Return and statement, provided, however, if Pfizer statement and Purchaser are unable mutually to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as consent to the filing as promptly as possible of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies Subsidiaries or any of their Subsidiaries with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law)Pfizer. Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding Notwith- standing any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed CompaniesSubsidiaries and their Subsidiaries other than Howmedica Leibinger Inc., in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences 102 of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), election and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.. Notwithstanding the foregoing, if Purchaser makes such election with respect to Howmedica Iberica S.A.

Preparation and Filing of Tax Returns. Pfizer shall ChoicePoint will prepare and timely file or shall will cause to be prepared and timely filed all federalappropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Companies Xxxxxx Entities and the Asset Selling Corporations, their assets and or activities that (ia) are required to be filed (taking into account valid extensions) on or before the Closing Date; date hereof or (iib) are required to be filed (taking into account valid extensions) after the Closing Date date hereof and (Ai) are Consolidated Tax Returns of Pfizer and its Affiliates; or (Bii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (Cy) are any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be filed by an Asset Selling Corporationthe sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. Purchaser shall LabOne will prepare or cause to be prepared and shall will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Conveyed Companies after the Closing DateXxxxxx Entities), or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date date hereof or that include the activities of any of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Xxxxxx Entities prior to the Closing Date shalldate hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing DateXxxxxx Entities, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business)Xxxxxx Entities, unless Pfizer ChoicePoint or PurchaserLabOne, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return required referred to in the preceding sentence shall be Back borne by the ChoicePoint Entities and LabOne in proportion to Contents filed by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 days prior to the due date their responsibility for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any Taxes reported on such Tax Return, Purchaser may make the final determination as to the filing whether or not previously paid. None of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s LabOne or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall will file any amended Tax Returns for any periods for or in respect of the Conveyed Companies Xxxxxx Entities with respect to which Purchaser LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) 10.1 without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such TaxesChoicePoint.

Preparation and Filing of Tax Returns. Pfizer shall prepare and ---------------------------------------- timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing DateCompanies, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by Purchaser for a taxable period that begins before the Closing Date includes (but ends after does not end on) the Closing Date (a “"Straddle Period”"), Purchaser shall deliver, at --------------- least 30 days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i7.4(g) and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s 's review of each such Tax Return and statement, provided, however, if Pfizer statement and Purchaser are unable mutually to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as consent to the filing of such Tax ReturnReturn as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law)withheld. Neither Pfizer nor any of its Affiliates shall file an any amended Tax Return after the Closing Date with Returns for or in respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filingperiods without the prior written consent of Purchaser, and Purchaser which consent shall timely file or cause to not be timely filed such amended Tax Return as required by Lawunreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (iA) are required to be filed (taking into account valid extensions) on or before the Closing Date; or (iiB) are required to be filed (taking into account valid extensions) after the Closing Date and (A1) are Consolidated Tax Returns of Pfizer and its Affiliates; (B2) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C3) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing DateCompanies, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. All Any such Tax Returns not yet filed for any taxable period that begins include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in on a manner basis consistent with past practice employed with the last previous such Tax Returns filed in respect to of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Tax Return required to be Back to Contents filed by Purchaser for a taxable period that begins before the Closing Date includes (but ends after does not end on) the Closing Date (a “Straddle Period”), Purchaser shall deliverdeliver to Pfizer, at least 30 days 15 Business Days prior to the due date for the filing of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i8.04(g)(i) and (iii) together with and a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer statement and Purchaser are unable mutually to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as consent to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g)Return as promptly as possible. Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i8.04(a)(i) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law)Pfizer. Neither Pfizer Purchaser nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, may make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible . If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for preparing the separate return refund or file an amended Tax Return providing for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such TaxesTax Return pursuant to this Section 8.04(a)(i), Pfizer shall be entitled, at its own expense, to file or make such claim or file an amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims provided that any such claims are prosecuted in good faith.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (ia) are required to be filed (taking into account valid extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with With respect to Income Taxes and are required to be filed on a separate each Tax Return basis for any Tax covering a taxable period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or Date that is required to be filed after the Closing Date for, by or with respect to the Purchased Assets Companies or the Business. All Subsidiaries (other than the Tax Returns not yet filed for any taxable period described in paragraph (c)), Majority Shareholder shall cause such Tax Return to be prepared (at Majority Shareholder's sole cost and expense) and shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "Tax Items") required to be included therein. Majority Shareholder shall determine (by a methodology that begins before uses the principles of an interim closing of the books as of the Closing Date or Date, except for Taxes and Tax Items (including franchise and ad valorum taxes) that include are calculated on an annual basis shall be pro rated on a daily basis), the activities portion, if any, of the Conveyed Companies or an Asset Selling Corporation (Tax shown with respect to the Business) prior period covered by such Tax Return which is attributable to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect the Subsidiaries for a Pre-Closing Taxable Period. In addition, Majority Shareholder shall cause a Company Tax Return to the Business) prior to the Closing Date, be prepared (at Majority Shareholder's sole cost and expense) and shall cause to be included in a manner consistent with past practice employed with respect to the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to any Company Tax Return required all items of Tax Items included in any such actual Tax Return, utilizing the same methodologies used in the preparation of any such actual Tax Return pursuant to be Back to Contents filed by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”this Section 9.1(a), Purchaser shall deliver, at . At least 30 days prior to the due date for the filing (including extensions) of each such Tax Return (taking into account valid extensions)Return, Majority Shareholder shall deliver to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g)(i) and (iii) together with Buyer a copy of such actual Tax Return (and the corresponding Company Tax Return) and its determinations. Pfizer Buyer shall have the right to review each and comment on such Tax Return (and statement prior to the filing of such corresponding Company Tax Return) and to request reasonable revisions thereto within 15 days of receiving copies thereof. Pfizer If the Majority Shareholder and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are Buyer shall be unable to resolve an issue with respect agree upon revisions to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant (and/or the corresponding Company Tax Returns) within 15 days of Majority Shareholder's receipt of Buyer's reasonable objections, then independent tax counsel or a nationally recognized public accounting firm, in each case mutually acceptable to this Section 7.4(a)(i) without Majority Shareholder and Buyer, shall be engaged to decide the prior written consent dispute, the costs of Pfizer (which consent shall not be unreasonably withheld such counsel or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause accounting firm to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required shared equally by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes.Majority

Preparation and Filing of Tax Returns. Pfizer The Sellers shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of for the Conveyed Companies Company and the Asset Selling Corporations, their assets and activities its Subsidiaries that (i) are required to be filed (taking into account valid extensions) on or before the Closing Date; or (ii) are , and the Sellers shall procure the payment of all Taxes due with such Tax Returns. Any Tax Returns required to be filed (taking into account valid extensions) after by the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect Sellers pursuant to Income Taxes and are required to the immediately prior sentence shall be filed prepared on a separate basis consistent with the last previous such Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling CorporationReturns. Purchaser The Buyers shall prepare and timely file or shall cause to be prepared and shall file or cause to be timely filed all other Tax Returns for the Company and its Subsidiaries (excluding any Tax Returns required of to be prepared by the Conveyed Companies after the Closing Date, or in respect of their assets or activities or Sellers pursuant to Section 7.6(f)). Tax Returns required to be filed after by the Closing Date with respect to the Purchased Assets or the Business. All Tax Returns not yet filed Buyers for any taxable a period that begins ends on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Company and its Subsidiaries prior to the Closing Date, be prepared in on a manner basis consistent with past practice employed with respect to the Conveyed Companies or last previous such Asset Selling Corporation (with respect to the Business)Tax Returns filed, unless Pfizer or Purchaser, as the case may be, concludes in good faith Buyers conclude that there is no reasonable basis for such position. With respect Tax Returns required to be filed by the Buyers for a Straddle Period shall, insofar as they relate to the Company and its Subsidiaries prior to the Closing Date, be prepared on a basis consistent with the last previous such Tax Returns filed, unless the Buyers conclude that an alternative position is more likely than not the correct position. The Buyers shall (i) cause an election to be made to reduce U.S. Corp’s basis in the stock of the U.S. Diagnostic Entity described in Section 6.1 of the Disclosure Letter to its fair market value pursuant to Section 362(e)(2)(C) of the Code, and shall cause such an election to be filed with the relevant Tax Return for the year in which the Closing occurs, (ii) not elect to file consolidated returns for an affiliated group that includes U.S. Corp for the tax year ending on the Closing Date, and (iii) elect to not terminate the Dutch fiscal unity between the Company, Systagenix Wound Management Mid Co B.V. and Systagenix Wound Management IP Co B.V. as a result of the merger of Systagenix Wound Management Mid Co B.V. with and into Systagenix Wound Management BV as described in Section 6.1 of the Disclosure Letter. In the case of any Tax Return required to be Back to Contents filed by Purchaser the Buyers for a taxable period that begins before the Closing Date but ends after Company and its Subsidiaries with respect to Taxes for which the Closing Date (a “Straddle Period”)Sellers are required to pay pursuant to this Agreement, Purchaser the Buyers shall deliverdeliver to the Sellers, at least 30 days 15 Business Days prior to the due date for the filing of each such Tax Return (taking into account valid extensions)) or if the information necessary to prepare such Tax Return is not available 15 Business Days before the due date, to Pfizer then promptly after such information becomes available, a statement setting forth and requesting payment for the amount of Tax for which Pfizer is the Sellers are responsible pursuant to Sections 7.4(g)(i) and (iii) together with a copy of such Tax Return. Pfizer Any Taxes required to be paid by the Sellers pursuant to this Agreement with respect to Tax Returns for the Company and its Subsidiaries that are required to be filed after the Closing Date shall be paid by the Sellers within 10 days of the due date for such Taxes, or no later than the date such Tax Return is filed if such Tax Return is filed earlier than the applicable due date and the Sellers had a reasonable period to review such Tax Return. For the avoidance of doubt, the Sellers’ obligation to pay their share of Taxes pursuant to this Section 7.6(a) is not subject to the limitations on indemnification set forth in Section 10.5(a) and (b). Solely in the case of any Tax Return which the Buyers are responsible for preparing under this Section 7.6(a) with respect to a Tax for which the Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer , and Purchaser the Sellers and the Buyers agree to consult and resolve in good faith and as promptly as possible any issue arising as a result of Pfizer’s the Sellers’ review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall party may file any amended Tax Returns for any periods Tax period for or in respect of the Conveyed Companies Company and its Subsidiaries with respect to which Purchaser the other party is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i7.6(a) without the prior written consent of Pfizer (which consent shall not be unreasonably withheld or delayed if such filing is required by Law). Neither Pfizer nor any of its Affiliates shall file an amended Tax Return after the Closing Date with respect to any Conveyed Company; provided, however, if Pfizer determines that any of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser of the basis for such filing, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Lawother party. Notwithstanding any provision of this Agreement, Purchaser may, at its option, the Buyers may not make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of the Company or any of its Subsidiaries without the Sellers’ written consent. If the Sellers determine that any of the Conveyed Companies, in which event Purchaser shall be solely responsible Company and their Subsidiaries is entitled to file or make a formal or informal claim for preparing the separate return refund or file an amended Tax Return providing for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such TaxesTax Return pursuant to this Section 7.6(a) and with respect to Taxes for which the Sellers have agreed with the Buyers that Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall be entitled to file or make such claim or amended Tax Return on behalf of such entity and will be entitled to control the prosecution of such refund claims; provided, that the Sellers shall not take any action that would result in any incremental increases in Tax liabilities or decreases in Tax assets and benefits of the Company and its Subsidiaries and their direct and indirect equityholders as reasonably determined by the Buyers other than with the written consent of the Buyers which consent shall not be unreasonably withheld, delayed or conditioned.

Preparation and Filing of Tax Returns. Pfizer shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (ia) are required to be filed (taking into account valid extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account valid extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared prepared, at the Equityholders’ expense (to be funded by the Equityholder Representative out of the Expense Fund on behalf of the Equityholders, to the extent available, and shall thereafter by the Equityholders directly), and timely file or cause to be filed filed, all other Tax Returns required of the Conveyed Companies after the Closing Date, or in respect of their assets or activities or Company required to be filed after the Closing Date with respect to the Purchased Assets or the Business. All Tax Returns not yet filed for any taxable period Pre-Closing Tax Period or any Straddle Period. Purchaser shall permit Equityholder Representative to review and comment on each Tax Return described in the preceding sentence that begins before the Closing Date or that include the activities is either an Income Tax Return of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be prepared in a manner consistent with past practice employed with respect to the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes in good faith that there is no reasonable basis for such position. With respect to which reflects any Tax Return required to be Back to Contents filed by Purchaser for a taxable period that begins before the Closing Date but ends after the Closing Date (a “Straddle Period”), Purchaser shall deliver, at least 30 days prior to the due date for the filing liability in excess of each such Tax Return (taking into account valid extensions), to Pfizer a statement setting forth the amount of Tax such Taxes that is included in Closing Indebtedness or Transaction Expenses (each as finally determined pursuant to ‎Section 2.12) and for which Pfizer is responsible pursuant to Sections 7.4(g)(i) the Equityholders are responsible, and (iii) together with a copy of such Tax Return. Pfizer shall have the right to review each such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizerincorporate Equityholder Representative’s review of each such Tax Return and statement, provided, however, if Pfizer and Purchaser are unable to resolve an issue with respect to any such Tax Return, Purchaser may make the final determination as to the filing of such Tax Return, but such determination shall not be binding on Pfizer for purposes of Pfizer’s or Purchaser's indemnification obligations pursuant to Section 7.4(g). Neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original reasonable comments into such Tax Returns but only to the extent such comments could reasonably be expected to affect the indemnification obligations of the Equityholders pursuant hereto. Except as otherwise required pursuant to this Section 7.4(a)(i) without the prior written applicable Law, or permitted with Equityholder Representative’s consent of Pfizer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed if such filing is required by Lawdelayed), all Tax Returns prepared pursuant to this ‎Section 10.1 shall be prepared and filed in a manner consistent with past practices of the Company. Neither Pfizer nor Purchaser shall not amend or cause to be amended any of its Affiliates shall file an amended Tax Return after of the Company for any Pre-Closing Date Tax Period or take any other action with respect to any Conveyed Company; provided, however, if Pfizer determines such period that could reasonably be expected to increase any indemnification obligations of the Conveyed Companies is required by Law to file an amended Tax Return with respect to a period for which Pfizer is obligated to prepare or cause to be prepared Equityholders hereunder, in each case, without the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall notify Purchaser prior written consent of the basis Equityholder Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. The parties acknowledge and agree that for such filingU.S. federal Income Tax purposes, and Purchaser shall timely file or cause to be timely filed such amended Tax Return as required by Law. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) the taxable year of the Code with respect to its purchase or deemed purchase of any Company will end at the end of the Conveyed Companiesday on the Closing Date and, to the extent applicable Tax Laws in which event Purchaser shall be solely responsible for preparing other taxing jurisdictions so permit or require, the separate return for any U.S. corporation reflecting parties will elect to cause the consequences taxable year of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result the Company to terminate at the end of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce day on the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such TaxesClosing Date.