69 14. SUPPLY CHAIN SECURITY 69 14.1 Supply Chain Representations 69 14.2 C-TPAT 69 15. RECORDS AND AUDITS 70 15.1 Records 70 15.2 Audits 70 16. NOTICES 71 17. MISCELLANEOUS 71 17.1 Negotiations of Dispute 71 17.2 Publicity 72 17.3 Governing Law and Venue 72 17.4 Relationship of the Parties 73 17.5 Assignment; Binding Effect 73 17.6 Force Majeure 74 17.7 Severability 75 17.8 Non-Waiver; Remedies 75 17.9 Further Documents 75 17.10 Forms 75 17.11 Headings; Interpretation 76 17.12 Rules of Construction 77 17.13 Counterparts 77 17.14 Amendments 77 17.15 Entire Agreement 77 Attachment A Form of Facility Addendum Attachment B Quality Agreement Attachment C Monthly Inventory Report Attachment D Anti-Bribery and Anti-Corruption Principles Attachment E Policies Attachment F Example Product Materials Adjustment Calculation Attachment G Example Price Calculation of Volume Change Pricing Adjustment -iv- Source: UPJOHN INC, 10-12G, 1/21/2020 MANUFACTURING AND SUPPLY AGREEMENT 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". W I T N E S S E T H: WHEREAS, Pfizer Inc. ("Pluto") and Upjohn Inc. ("Spinco") have entered into a Separation and Distribution Agreement, dated as of July 29, 2019 (as amended, modified or supplemented from time to time in accordance with its terms, the "Separation Agreement"), pursuant to which Pluto and Spinco have agreed to separate the Spinco Business from the Pluto Business so that, as of the Distribution Date, the Spinco Business shall be held by members of the Spinco Group and the Pluto Business is held by members of the Pluto Group (the "Separation"); WHEREAS, after the Separation, Spinco shall become