definiens: shall mean, col lectively, all reasonable out - of - pocket costs and expenses, including license fees, royalti es, payments to Subcontractors and third - party freight, distribution and other logistics cos ts, incurred by or on behalf of Pluto ( or such member of the Pluto Group ) in connection with ( i ) p reparation activities to make the Services available to the Spinco Group, ( ii ) the pr ovision of the Services, ( iii ) planning and executing the migration or transition of the Servic es to the Spinco Group or a Subcontractor and ( iv ) early termination of any Service pursuant to Section 2.3(a ) or Section 2.3(b ), but excluding, in the case of each of clauses ( i ) throu gh ( iv ), any Taxes, which are the subject of Section 3.2 . ” ( m ) The form of Tax Matters Agreement attached as E xhibit D to the Agreement is hereby amended by adding a new Section 6.07 as follows : “ Section 6.07 Maintenance of Certain Ownership . From and after the Distribution Time and until the first December 1 following the Distributi on Time ( for example, if the Distribution Time occurred on December 2, 2020, the first Decemb er 1 following the Distribution Time would occur on December 1, 2021 ), Spinco shall not ( and shall cause its Subsidiaries not to ) cause or permit any ( with in the meaning of Treasury Regulations § 1.245A-5T(e)(2 ) ) to occur with respect to the owner ship of such Specified CFC ( as defined below ) by any member of the Spinco Pre - Combination Group ( including any successor thereto ) that is a ( within the meaning of Treasury Regulations § 1.245A-5T(i)(2 ) ) of such Specified CF C. For purposes of this Section 6.07, ( i ) a means ( A ) Upjohn Netherlands B.V., ( B ) any other member of the Spinco Pre - Combination Group that is a within the meaning of Section 957(a ) of the Code, and that Spinco owns in directly, in whole or in part, through Upjohn Netherlands B.V., ( C ) [COMPANY] Parke Davis ( Th ailand ) Ltd. and ( D ) Upjohn ( Thailand ) Limited and ( ii ) any reference to any term or provi sion of Treasury Regulations § 1.245A-5 T includes a reference to the same or similar term or provision in any final, amended or successor regulations adopted by the IRS . ” ( n ) Article I of the form of Employee Matters Agree ment attached as Exhibit E to the Agreement is hereby amended by adding the following definition t o such Article : means any Spinco Employee who, as of the Distribution Time, is primarily engaged in the sale or marketing of Lyric a in Japan . ” ( o ) Section 12.01 of the form of Employee Matters A greement attached as Exhibit E to the Agreement is hereby amended by adding the following sentence at the end of such section : “ Notwithstanding the foregoing, in the event a Japa n Lyrica Employee becomes entitled to severance compensation or benefits as a result of a termination of employment following the Distribution Time, the Spinco Group shall be respon sible for the payment of such compensation or benefits to such Japan Lyrica Emplo yee ; provided that, following the date on which Pluto and Utah shall enter into an agreeme nt to unwind the Pluto - Utah Japan Collaboration Agreement, the Pluto Group shall reim burse the Spinco Group for fifty percent ( 50 % ) of such compensation or benefits paid or prov ided by the Spinco Group to each such Japan Lyrica Employee who is provided written notic e of a termination of employment or eligibility to participate in a voluntary separatio n program, in each case, at any time between the Distribution Time and the nine ( 9 ) month annive rsary of the initial entry of generic competition to Lyrica in Japan, in accordance with Section 14.05 of this Agreement . ” SECTION 3 . Limited Amendment . Each Party acknowledg es and agrees that this Amendment constitutes an instrument in writing duly signed by the Parties under Section 10.03 of the Agreement . Except as specifically amended hereby, the Agreement shall co ntinue in full force and effect in accordance with the provisions thereof as in existence on the date here of . From and after the date hereof, all references to the Agreement, and each reference in the Agreement to and derivative or similar w ords, shall refer to the Agreement as amended hereb y. Each reference in the Agreement, as amended hereby, to, or a ny similar reference shall continue to refer to July 29, 2019