0001193125-20-298226 Sample Contracts

MANUFACTURING AND SUPPLY AGREEMENT BY AND BETWEEN PFIZER INC. AND UPJOHN INC. DATED AS OF NOVEMBER 16, 2020
Manufacturing and Supply Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware

THIS MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of November 16, 2020 (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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TRANSITION SERVICES AGREEMENT by and between UPJOHN INC. and PFIZER INC. Dated as of November 16, 2020
Transition Services Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 16, 2020 (the “Effective Date”), is by and between Upjohn Inc., a Delaware corporation (“Spinco”), and Pfizer Inc., a Delaware corporation (“Pluto”) (each, a “Party” and together, the “Parties”).

TAX MATTERS AGREEMENT by and between Pfizer Inc. as Pluto and Upjohn Inc. as Spinco Dated as of November 16, 2020
Tax Matters Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 16, 2020, 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”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 19th, 2020 • Viatris 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.”

INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • November 19th, 2020 • Viatris 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.”

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 16, 2020, 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.”

AMENDMENT NO. 3 TO THE SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations

This Amendment No. 3 (this “Amendment”) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the “Agreement”), is made as of September 18, 2020 by and between Pfizer Inc., a Delaware corporation (“Pluto”) and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pluto (“Spinco”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 4 TO THE SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations

This Amendment No. 4 (this “Amendment”) to the Separation and Distribution Agreement, dated as of July 29, 2019, as amended (the “Agreement”), is made as of November 15, 2020 by and between Pfizer Inc., a Delaware corporation (“Pluto”), and Upjohn Inc., a Delaware corporation and wholly owned Subsidiary of Pluto (“Spinco”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”

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