HOSPIRA GROUP.
IF ABBOTT IS RESPONSIBLE
UNDER SECTION 2.01(A) FOR A PORTION OF ANY TAX REPORTED ON A STRADDLE PERIOD TAX
RETURN FOR ANY MEMBER OF THE HOSPIRA GROUP, HOSPIRA SHALL PROVIDE ABBOTT WITH A
COPY OF SUCH TAX RETURN AT LEAST THIRTY (30) DAYS PRIOR TO ITS DUE DATE.
ABBOTT
SHALL NOTIFY HOSPIRA OF ANY DISAGREEMENT WITHIN 20 DAYS OF ABBOTT'S RECEIPT OF
SUCH TAX RETURN.
ANY DISPUTE SHALL BE RESOLVED PURSUANT TO THE
10
PROCEDURES PROVIDED BY THIS AGREEMENT.
(C)
HOSPIRA SHALL NOT FILE (OR ALLOW ANY MEMBER OF THE HOSPIRA
GROUP TO FILE) ANY AMENDED TAX RETURN FOR ANY PRE-DISTRIBUTION PERIOD.
(D)
ABBOTT SHALL
PROVIDE HOSPIRA WITH NOTICE OF ANY TAX ELECTION
THAT ABBOTT INTENDS TO FILE FOR ANY MEMBER OF THE HOSPIRA GROUP ON ANY TAX
RETURN FOR ANY PRE-DISTRIBUTION PERIOD WITHIN FORTY-FIVE (45) DAYS BEFORE SUCH
TAX RETURN WILL BE FILED.
HOSPIRA SHALL HAVE THE RIGHT TO REVIEW SUCH ELECTIONS
AND REQUEST, WITHIN 15 DAYS OF SUCH NOTICE, THAT AN ALTERNATIVE ELECTION BE
MADE.
IF ABBOTT REASONABLY DETERMINES THAT SUCH ALTERNATIVE ELECTION WILL NOT
RESULT IN ANY INCREASED TAX LIABILITY OR REDUCED TAX ATTRIBUTE OF ABBOTT OR ANY
ABBOTT AFFILIATE, ABBOTT SHALL COMPLY WITH SUCH REQUEST.
Section 2.05
Cooperation, Exchange of
Information, and Tax Records.
(A)
COOPERATION AND EXCHANGE OF INFORMATION.
EACH PARTY SHALL
PROVIDE TO THE OTHER SUCH COOPERATION AND INFORMATION AS REASONABLY MAY BE
REQUESTED IN CONNECTION WITH (I) FILING ANY TAX RETURN, AMENDED RETURN OR CLAIM
FOR REFUND, (II) DETERMINING A LIABILITY FOR TAX OR A RIGHT TO A REFUND OF TAX,
OR (III) PARTICIPATING IN OR CONDUCTING ANY TAX CONTEST.
SUCH COOPERATION AND
INFORMATION SHALL INCLUDE PROVIDING COPIES OF RELEVANT TAX RECORDS.
EACH PARTY
SHALL DEVOTE THE PERSONNEL AND RESOURCES NECESSARY IN ORDER TO CARRY OUT THIS
SECTION 2.05(A) AND SHALL MAKE ITS EMPLOYEES AVAILABLE ON A MUTUALLY CONVENIENT
BASIS TO PROVIDE EXPLANATIONS OF ANY DOCUMENTS OR INFORMATION PROVIDED
HEREUNDER.
EACH PARTY SHALL CARRY OUT ITS RESPONSIBILITIES UNDER THIS SECTION
2.05(A) CHARGING TO THE OTHER ONLY THE OUT-OF-POCKET COSTS ACTUALLY INCURRED.
ANY INFORMATION OBTAINED UNDER THIS SECTION 2.05(A) SHALL BE KEPT IN STRICT
CONFIDENCE, WITH AT LEAST THE SAME DEGREE OF CARE THAT APPLIES TO ABBOTT'S
CONFIDENTIAL AND PROPRIETARY INFORMATION PURSUANT TO POLICIES IN EFFECT AS OF
THE EFFECTIVE TIME, EXCEPT AS OTHERWISE MAY BE NECESSARY IN CONNECTION WITH THE
FILING OF TAX RETURNS OR CLAIMS FOR REFUND OR IN CONDUCTING AN AUDIT OR OTHER
PROCEEDING.
HOSPIRA SHALL EXECUTE ALL NECESSARY OR APPROPRIATE FORMS, INCLUDING
POWERS OF ATTORNEY, REASONABLY REQUESTED BY ABBOTT IN CONNECTION WITH ANY ACTION
TAKEN BY ABBOTT PURSUANT TO THIS AGREEMENT.
(B)
RECORD RETENTION.
EACH OF ABBOTT AND HOSPIRA SHALL RETAIN ALL
TAX RECORDS IN ITS POSSESSION AS OF THE EFFECTIVE TIME RELATING TO ANY
PRE-DISTRIBUTION PERIOD THAT ARE RELEVANT TO THE OTHER PARTY FOR PURPOSES
DESCRIBED IN SECTION 2.05(A) UNTIL SUCH TIME AS THE OTHER PARTY SHALL CONSENT TO
THE DISPOSITION OF SUCH TAX RECORDS, WHICH CONSENT SHALL NOT BE WITHHELD
UNREASONABLY.
Section 2.06
Tax Contests.