following benefits: (i) your extensive experience with, and knowledge of, the Upjohn business; (ii) your extensive knowledge of the markets in which Upjohn and Mylan operate, as well as branded, branded-generic and multi-source generic global Biopharma markets; (iii) your extensive experience with, and knowledge of, the healthcare industry; and (iv) continuity to the existing operations of the Upjohn business.
For purposes of this Agreement, any reports or other items developed by you in connection with the Services are referred to herein individually as a Deliverable and collectively as the Deliverables. Pfizer acknowledges and agrees that you will provide the Services and Deliverables primarily from your location in Florida.
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Fees for Services; Other Benefits and Expenses
3.1 Fees. During the Consulting Period, Pfizer shall pay you $100,000 per month for the Services (collectively, Fees), which amount shall be paid within 15 days following the completion of each month.
3.2 Expense Reimbursement. During the Consulting Period, Pfizer shall reimburse you for all reasonable expenses you incur in the performance of the Services, in accordance with the terms of Pfizers applicable expense reimbursement policy, including the timely submission of such reimbursement requests to Pfizer and satisfaction of any requirements for documentation.
3.3 Sole Consideration. Except as specifically provided herein, and other than in your capacity as a former employee of Pfizer, you shall not be entitled to any compensation or benefits from Pfizer or its affiliates, eligible to participate in any employee benefit plans of Pfizer or its affiliates or credited with service or age credit for purposes of eligibility, vesting or benefit accrual under any employee benefit plan of Pfizer or its affiliates.
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Data and Intellectual Property (IP)
4.1 Data. Pfizer may provide you with information or data in connection with your performance of the Services (collectively, the Data). The Data is and will be Pfizers property. You shall use the Data for the sole purpose of performing the Services, including the preparation of any Deliverable(s). You shall not destroy or transfer the Data to a third party without the prior written consent of Pfizer.
4.2 Ownership of IP. Pfizer shall own the Deliverables and any and all Intellectual Property Rights that you conceive, develop or reduce to practice and that arise from or relate to: (a) your performance of the Services; or (b) any use of the Data, including any unauthorized use of any Data outside the scope of the Services (to be collectively referred to as the Pfizer IP). As used herein, Intellectual Property Rights means any and all inventions (whether or not patentable), trade secrets, copyrights, patent rights, trademarks, moral rights, and any and all other intellectual property or proprietary rights now known or hereafter recognized in any jurisdiction.
4.3 Notification, Assignment and Cooperation. You shall promptly disclose any Pfizer IP to Pfizer. You hereby assign and shall assign all rights in any such Pfizer IP to Pfizer and will provide or execute, at Pfizers request and expense, any documents required by Pfizer to