Common use of Take-Over Clause in Contracts

Take-Over. Pfizer shall be entitled to perform, at the Company’s reasonable cost and expense, Remedial Actions to address the Guarulhos Remediation Matter if (i) Pfizer receives a written notice from Governmental Authorities that reasonably threatens it with the shut-down of all on-site operations due to the Company’s failure to perform Remedial Actions to address the Guarulhos Remediation Matter or (ii) the Company has not completed its substitution for Pfizer with Governmental Authorities relating to the Guarulhos Remediation Matter and Pfizer receives a written notice from Governmental Authorities demanding that it perform Remedial Actions to address the Guarulhos Remediation Matter because of the Company’s failure to do so. In both cases, Pfizer shall only be entitled to perform such Remedial Actions if the Company does not take actions to resume its performance of Remedial Actions within sixty (60) days of receiving written notice of such proposed take-over from Pfizer. In so doing, the Company shall only be liable for such costs that are reasonably required to achieve the applicable Remediation Standard. Where applicable, Pfizer shall promptly provide copies to the Company of all correspondence with the Governmental Authorities, as well as all work plans, notices, submissions, field work, and draft and final reports that are related to the Guarulhos Remediation Matter. The Company may, at its own expense, hire its own consultants, attorneys or other professionals to monitor Pfizer’s actions to address the Guarulhos Remediation Matter, including any field work undertaken by Pfizer.