0001193125-20-167802 Sample Contracts

FORM OF MANUFACTURING AND SUPPLY AGREEMENT BY AND BETWEEN PFIZER INC. AND UPJOHN INC. DATED AS OF [●]
Manufacturing and Supply Agreement • June 12th, 2020 • Upjohn Inc • Pharmaceutical preparations • Delaware

THIS MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of [●] (the “Effective Date”), is by and between Pfizer Inc., a Delaware corporation (hereinafter “Manufacturer”), and Upjohn Inc., a Delaware corporation (hereinafter “Customer”). Manufacturer and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.

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FORM OF TRANSITION SERVICES AGREEMENT by and between PFIZER INC. and UPJOHN INC. Dated as of [●]
Transition Services Agreement • June 12th, 2020 • Upjohn Inc • Pharmaceutical preparations • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●] (the “Effective Date”), is by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”) (each, a “Party” and together, the “Parties”).

FORM OF TAX MATTERS AGREEMENT by and between Pfizer Inc. as Pluto and Upjohn Inc. as Spinco Dated as of [●]
Tax Matters Agreement • June 12th, 2020 • Upjohn Inc • Pharmaceutical preparations • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], by and among Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”) (collectively the “Companies” or the “Parties” and individually, a “Company” or a “Party”).

FORM OF TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • June 12th, 2020 • Upjohn Inc • Pharmaceutical preparations • Delaware

THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made effective as of the Closing Date, by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”). Each of Pluto and Spinco may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • June 12th, 2020 • Upjohn Inc • Pharmaceutical preparations • Delaware

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (the “Agreement”) is made effective as of the Closing Date, by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation (“Spinco”). Each of Pluto and Spinco may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

FORM OF EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • June 12th, 2020 • Upjohn Inc • Pharmaceutical preparations • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of [•], is by and between PFIZER INC., a Delaware corporation (“Pluto”), and UPJOHN INC., a Delaware corporation (“Spinco”). Pluto and Spinco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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