Common use of Certain Matters Governed Exclusively by Ancillary Agreements Clause in Contracts

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Assets or Nuance Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except as set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwise).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Ashland Global and SpinCo Valvoline agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are expressly addressed in the EMAany other Ancillary Agreement), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including (x) arrangements with certain non-employee service providers to the outstanding awards extent specified in Section 2.06 of the EMA and (equity- and cash-basedy) under the existing equity plans with respect to employees and former employees of members of both the Nuance Ashland Global Group and the SpinCo Valvoline Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that (i) any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Valvoline Assets, SpinCo Valvoline Liabilities, Nuance Ashland Global Assets or Nuance Ashland Global Liabilities, as applicable, hereunder and shall be subject to Article VI hereofhereof and (ii) all matters arising on or prior to the Separation Date that relate to workers’ compensation and other claims alleging injury or illness as a result of employment shall be governed by this Agreement), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance IP TSA and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA RTSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except as set forth in this Section 2.02Separation, in (d) the event and IPA shall exclusively govern all matters relating to the extent that there assignment, transfer and licensing of Intellectual Property and (e) the SERLA shall be a conflict between exclusively govern matters relating to the identification and allocation, as well as the defense, management, control, resolution and funding after the Separation Date, of Liabilities determined in accordance with the provisions of this Agreement and/or the SERLA to be Shared Environmental Remediation Liabilities (it being understood that any such Shared Environmental Remediation Liability subject to the SERLA shall nonetheless constitute a Valvoline Environmental Liability or a Ashland Global Environmental Liability, as applicable, hereunder and shall be subject to Article VI hereof except in the case of conflict between those provisions and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwiseSERLA).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Honeywell and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA Tax Matters Agreement shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMAEmployee Matters Agreement), (b) the EMA Employee Matters Agreement shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Honeywell Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMAEmployee Matters Agreement, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Honeywell Assets or Nuance Honeywell Liabilities, as applicable, hereunder and shall be subject to Article VI VII hereof), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution, (d) the Ongoing Relationship Agreements shall exclusively govern all matters relating to the provision of certain services and products identified therein to be provided by each Party to the other following the Distribution in accordance with the terms thereof, and (e) the Indemnification Agreement shall exclusively govern all matters relating to indemnification by the SpinCo Group with respect to, management of Actions and dissemination of Information relating to and control of privileges and immunities in connection with or with respect to, the Specified Liabilities. Except as set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Ongoing Relationship Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement or Ongoing Relationship Agreement explicitly provides otherwise).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Xerox and SpinCo Conduent agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Xerox Group and the SpinCo Conduent Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Conduent Assets, SpinCo Conduent Liabilities, Nuance Xerox Assets or Nuance Xerox Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA shall exclusively govern the recordation allocation of Assets and Liabilities related to Intellectual Property Rights (it being understood that any such Assets and Liabilities, as allocated pursuant to the transfers of any registrations IPA, shall constitute Conduent Assets, Conduent Liabilities, Xerox Assets or applications of Nuance IP and SpinCo IP that is allocated hereunderXerox Liabilities, as applicable, hereunder and shall be subject to Article VI hereof) and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Xerox Group and members of the SpinCo Conduent Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Xerox Group and members of the SpinCo Conduent Group and (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except as set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwise).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Parent and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary AgreementAgreement (including clause (l) of the definition of SpinCo Assets and clause (g) of the definition of SpinCo Liabilities), (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Parent Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA or the Reverse TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Assets or Nuance Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA IPA, PAA and other Intellectual Property assignment agreements shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Parent IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Parent Group and members of the SpinCo Group, (d) the Trademark License Agreement PCLA and PAA shall exclusively govern all matters relating to the use and licensing of certain patents identified therein between members of the Parent Group and the SpinCo Group, (e) the TTMA shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Parent Group and the SpinCo Group and Group, (ef) the TSA and the Reverse TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution, and (g) the REMA shall exclusively govern all matters relating to the Real Estate Separation Documents, including the allocation and transfer of interests in real property. Except as set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless this Agreement or the Ancillary Agreement explicitly provides otherwise).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance J&J and SpinCo Kenvue agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA TXMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related Tax matters are expressly addressed in the EMAany other Ancillary Agreement), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities all matters related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Group and the SpinCo Group (except employee benefits between such parties, including matters related to the extent that employee workers’ compensation and benefits-related reimbursements are addressed in the TSA) benefits (it being understood that any such Assets and Liabilities, as Liabilities allocated pursuant to the EMA, EMA shall constitute SpinCo Kenvue Assets, SpinCo Kenvue Liabilities, Nuance J&J Assets or Nuance J&J Liabilities, as applicable, hereunder and shall be subject to for purposes of Article VI hereof), (c) the IPA shall exclusively govern TSA, the recordation of RTSA, the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, TMA and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA RTMA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except as set forth in this Section 2.02Separation Date and (d) the IPA, in DTSA and the event Trademark Related Agreements shall exclusively govern all matters relating to the assignment, transfer, sharing and licensing of Intellectual Property (except to the extent that there shall be a conflict between such Intellectual Property matters are expressly addressed in any other Ancillary Agreement) (it being understood that any Assets and Liabilities allocated pursuant to the provisions of this Agreement IPA, the Trademark Related Agreements and the provisions DTSA shall constitute Kenvue Assets, Kenvue Liabilities, J&J Assets or J&J Liabilities, as applicable, for purposes of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwiseArticle VI hereof).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Honeywell and SpinCo AdvanSix agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Honeywell Group and the SpinCo AdvanSix Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo AdvanSix Assets, SpinCo AdvanSix Liabilities, Nuance Honeywell Assets or Nuance Honeywell Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except as Distribution and (d) the Commercial Agreements shall exclusively govern all matters relating to the co-location, supply and/or other commercial arrangements expressly set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwise)therein.

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Parent and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary AgreementAgreement (including clause (a) of the definition of SpinCo Assets and clause (a) of the definition of SpinCo Liabilities), (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee employees and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of employees and of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Parent Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Assets or Nuance Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA IPAA and any Intellectual Property assignment agreements entered into pursuant thereto shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Parent IP Assets and SpinCo IP Assets that is allocated hereunder, as applicable, (d) the IPCLAs and any other Ancillary Agreements containing provisions addressing the use or licensing of Intellectual Property or Technology shall exclusively govern the use and licensing of certain Intellectual Property Rights or Technology identified therein between members of the Nuance Parent Group and members of the SpinCo Group, (de) the Trademark License Agreement TMLA shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Parent Group and the SpinCo Group and Group, (ef) the TSA and the GRC TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the DistributionDistribution and (g) the REMA shall exclusively govern all matters relating to the Real Estate Separation Documents, including the allocation and transfer of interests in real property. Except as set forth in this Section 2.02the immediately preceding sentence in respect of matters governed exclusively by the Ancillary Agreements, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless this Agreement or the Ancillary Agreement explicitly provides otherwiseotherwise in respect of such conflict).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Parent and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary AgreementAgreement (including clause (a) of the definition of SpinCo Assets and clause (a) of the definition of SpinCo Liabilities), (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee employees and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of employees and of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Parent Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Assets or Nuance Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA Intellectual Property Assignment Agreements shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Parent IP Assets and SpinCo IP Assets that is allocated hereunder, as applicable, (d) the Cross License Agreement and any other Ancillary Agreements containing provisions addressing the use or licensing of Intellectual Property shall exclusively govern the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Parent Group and members of the SpinCo Group, (de) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Parent Group and the SpinCo Group and (ef) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except as set forth in this Section 2.02the immediately preceding sentence in respect of matters governed exclusively by the Ancillary Agreements, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless this Agreement or the Ancillary Agreement explicitly provides otherwiseotherwise in respect of such conflict).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Honeywell and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Honeywell Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Honeywell Assets or Nuance Honeywell Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Honeywell IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Honeywell Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Honeywell Group and the SpinCo Group and Group, (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the DistributionDistribution and (f) the Indemnification Agreement shall exclusively govern all matters relating to indemnification by the SpinCo Group with respect to, management of Actions and dissemination of Information relating to and control of privileges and immunities in connection with or with respect to, the Specified Liabilities. Except as set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwise).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Parent and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or Agreement, any Ancillary Agreement, the HealthCare SDA or the HealthCare Ancillary Agreements (including clause (a) of the definition of SpinCo Assets and clause (a) of the definition of SpinCo Liabilities, in each case in this Agreement and in the HealthCare SDA), (a) the TMA and the HealthCare TMA Assignment Agreement shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee employees and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of employees and of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Parent Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Assets or Nuance Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA IPMA and any Intellectual Property assignment agreements entered into pursuant thereto shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Parent IP Assets and SpinCo IP Assets that is allocated hereunder, as applicable, (d) the IPCLA and any other Ancillary Agreements containing provisions addressing the use or licensing of Intellectual Property or Technology shall exclusively govern the use and licensing of certain Intellectual Property Rights or Technology identified therein between members of the Nuance Parent Group and members of the SpinCo Group, (de) the Trademark License Agreement TMLA and certain other Ancillary Agreements shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Parent Group and the SpinCo Group and Group, (ef) the TSA and the GRC TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the DistributionDistribution and (g) the REMA shall exclusively govern all matters relating to the Real Estate Separation Documents, including the allocation and transfer of interests in real property. Except as set forth in this Section 2.02the immediately preceding sentence in respect of matters governed exclusively by the Ancillary Agreements, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the HealthCare SDA, the HealthCare TMA Assignment Agreement or the HealthCare Ancillary Agreements, the provisions of this Agreement shall control (unless this Agreement or the applicable Ancillary Agreement explicitly provides otherwiseotherwise in respect of such conflict).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance J&J and SpinCo Kenvue agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA TXMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related Tax matters are expressly addressed in the EMAany other Ancillary Agreement), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities all matters related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Group and the SpinCo Group (except employee benefits between such parties, including matters related to the extent that employee workers’ compensation and benefits-related reimbursements are addressed in the TSA) benefits (it being understood that any such Assets and Liabilities, as Liabilities allocated pursuant to the EMA, EMA shall constitute SpinCo Kenvue Assets, SpinCo Kenvue Liabilities, Nuance J&J Assets or Nuance J&J Liabilities, as applicable, hereunder and shall be subject to for purposes of Article VI hereof), (c) the IPA shall exclusively govern TSA, the recordation of RTSA, the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, TMA and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA RTMA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except as set forth in this Section 2.02Separation Date and (d) the IPA, in DTSA and the event TMLA shall exclusively govern all matters relating to the assignment, transfer, sharing and licensing of Intellectual Property (except to the extent that there shall be a conflict between such Intellectual Property matters are expressly addressed in any other Ancillary Agreement) (it being understood that any Assets and Liabilities allocated pursuant to the provisions of this Agreement IPA, the TMLA and the provisions DTSA shall constitute Kenvue Assets, Kenvue Liabilities, J&J Assets or J&J Liabilities, as applicable, for purposes of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwiseArticle VI hereof).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Parent and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary AgreementAgreement (including clause (a) of the definition of SpinCo Assets and clause (a) of the definition of SpinCo Liabilities), (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee employees and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of employees and of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Parent Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Assets or Nuance Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA IPAA and any Intellectual Property assignment agreements entered into pursuant thereto shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Parent IP Assets and SpinCo IP Assets that is allocated hereunder, as applicable, (d) the IPCLAs and any other Ancillary Agreements containing provisions addressing the use or licensing of Intellectual Property or Technology shall exclusively govern the use and licensing of certain Intellectual Property Rights or Technology identified therein between members of the Nuance Parent Group and members of the SpinCo Group, (de) the Trademark License Agreement TMLA shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Parent Group and the SpinCo Group and Group, (ef) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the DistributionDistribution and (g) the REMA shall exclusively govern all matters relating to the Real Estate Separation Documents, including the allocation and transfer of interests in real property. Except as set forth in this Section 2.02the immediately preceding sentence in respect of matters governed exclusively by the Ancillary Agreements, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless this Agreement or the Ancillary Agreement explicitly provides otherwiseotherwise in respect of such conflict).

Certain Matters Governed Exclusively by Ancillary Agreements. On the Closing Date, the Parties shall execute and deliver (i) the Transition Services Agreement, (ii) if the Closing Date occurs prior to March 31, 2024, the Manhattan MSA, (iii) the Anoka Sublease and (iv) the Bentonville Sublease. Each of Nuance and SpinCo Party agrees on behalf of itself and the other members of its Group that, except as explicitly provided in this Agreement or in any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA Employee Matters Agreement shall exclusively govern the allocation of Assets and Liabilities related to employee employees and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans benefits matters with respect to employees and former employees of members of both the Nuance Vista Outdoor Group and the SpinCo Revelyst Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSATransition Services Agreement) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMAEmployee Matters Agreement, shall constitute SpinCo Revelyst Assets, SpinCo Revelyst Liabilities, Nuance Vista Outdoor Assets or Nuance Vista Outdoor Liabilities, as applicable, hereunder and shall be subject to Article VI V hereof), (cb) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Transition Services Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except Closing, (c) if the Closing Date occurs prior to March 31, 2024, the Manhattan MSA shall exclusively govern all matters relating to the manufacture and supply of Units (as set forth in this Section 2.02, defined in the event and Manhattan MSA) by Revelyst to Vista Outdoor, (d) the Anoka Sublease shall exclusively govern all matters relating to the extent that there Subleased Premises (as defined in the Anoka Sublease) and (e) the Bentonville Sublease shall be a conflict between exclusively govern all matters relating to the provisions of this Agreement and Subleased Premises (as defined in the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwiseBentonville Sublease).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Parent and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or Agreement, any Ancillary Agreement, the HealthCare SDA or the HealthCare Ancillary Agreements (including clause (a) of the definition of SpinCo Assets and clause (a) of the definition of SpinCo Liabilities, in each case in this Agreement and in the HealthCare SDA), (a) the TMA and the HealthCare TMA Assignment Agreement shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee employees and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of employees and of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- equity-and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Parent Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Assets or Nuance Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA IPMA and any Intellectual Property assignment agreements entered into pursuant thereto shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Parent IP Assets and SpinCo IP Assets that is allocated hereunder, as applicable, (d) the IPCLA and any other Ancillary Agreements containing provisions addressing the use or licensing of Intellectual Property or Technology shall exclusively govern the use and licensing of certain Intellectual Property Rights or Technology identified therein between members of the Nuance Parent Group and members of the SpinCo Group, (de) the Trademark License Agreement TMLA and certain other Ancillary Agreements shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Parent Group and the SpinCo Group and Group, (ef) the TSA and the GRC TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the DistributionDistribution and (g) the REMA shall exclusively govern all matters relating to the Real Estate Separation Documents, including the allocation and transfer of interests in real property. Except as set forth in this Section 2.02the immediately preceding sentence in respect of matters governed exclusively by the Ancillary Agreements, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the HealthCare SDA, the HealthCare TMA Assignment Agreement or the HealthCare Ancillary Agreements, the provisions of this Agreement shall control (unless this Agreement or the applicable Ancillary Agreement explicitly provides otherwiseotherwise in respect of such conflict).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Honeywell and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA Tax Matters Agreement shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMAEmployee Matters Agreement), (b) the EMA Employee Matters Agreement shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Honeywell Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMAEmployee Matters Agreement, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Honeywell Assets or Nuance Honeywell Liabilities, as applicable, hereunder and shall be subject to Article VI VII hereof), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA Transition Agreements shall exclusively govern all matters relating to the provision of certain services and products identified therein to be provided by each Party to the other on a transitional basis following the Distribution, (d) the Ongoing Relationship Agreements shall exclusively govern all matters relating to the provision of certain services and products identified therein to be provided by each Party to the other following the Distribution in accordance with the terms thereof, and (e) the Indemnification Agreement shall exclusively govern all matters relating to indemnification by the SpinCo Group with respect to, management of Actions relating to and control of privileges and immunities in connection with or with respect to, the Specified Liabilities. Except as set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Ongoing Relationship Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement or Ongoing Relationship Agreement explicitly provides otherwise).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance Honeywell and SpinCo agrees on behalf of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMA), (b) the EMA shall exclusively govern the allocation of Assets and Liabilities related to employee and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans with respect to employees and former employees of members of both the Nuance Honeywell Group and the SpinCo Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSA) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMA, shall constitute SpinCo Assets, SpinCo Liabilities, Nuance Honeywell Assets or Nuance Honeywell Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance Honeywell IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Honeywell Group and members of the SpinCo Group, (d) the Trademark License Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Honeywell Group and the SpinCo Group and Group, (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the DistributionDistribution and (f) the Indemnification Agreement shall exclusively govern all matters relating to indemnification with respect to, management of Actions relating to and control of privileges and immunities in connection with or with respect to, the Specified Liabilities. Except as set forth in this Section 2.02, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwise).

Certain Matters Governed Exclusively by Ancillary Agreements. Each of Nuance and SpinCo Party agrees on behalf of itself and the other members of its Group that, except as explicitly provided in this Agreement or in any Ancillary Agreement, (a) the TMA Tax Matters Agreement shall exclusively govern all matters relating to Taxes between such parties the Parties (except to the extent that tax matters relating to employee and employee benefits-related matters are addressed in the EMAEmployee Matters Agreement), (b) the EMA Employee Matters Agreement shall exclusively govern the allocation of Assets and Liabilities related to employee employees and employee compensation and benefits-related matters, including the outstanding awards (equity- and cash-based) under existing equity plans benefits matters with respect to employees and former employees of members of both the Nuance Vista Outdoor Group and the SpinCo [Outdoor Products] Group (except to the extent that employee compensation and benefits-related reimbursements are addressed in the TSATransition Services Agreement) (it being understood that any such Assets and Liabilities, as allocated pursuant to the EMAEmployee Matters Agreement, shall constitute SpinCo [Outdoor Products] Assets, SpinCo [Outdoor Products] Liabilities, Nuance Vista Outdoor Assets or Nuance Vista Outdoor Liabilities, as applicable, hereunder and shall be subject to Article VI hereof), (c) the IPA shall exclusively govern the recordation of the transfers of any registrations or applications of Nuance IP and SpinCo IP that is allocated hereunder, as applicable, and the use and licensing of certain Intellectual Property Rights identified therein between members of the Nuance Group and members of the SpinCo Group, (d) the Trademark License Transition Services Agreement shall exclusively govern all matters relating to the use and licensing of certain trademarks identified therein between members of the Nuance Group and the SpinCo Group and (e) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the Distribution. Except , (d) the Manhattan MSA shall exclusively govern all matters relating to the manufacture and supply of Units (as set forth in this Section 2.02, defined in the event and Manhattan MSA) by [Outdoor Products] to Vista Outdoor, (e) the Anoka Sublease shall exclusively govern all matters relating to the extent that there Subleased Premises (as defined in the Anoka Sublease) and (f) the Bentonville Sublease shall be a conflict between exclusively govern all matters relating to the provisions of this Agreement and Subleased Premises (as defined in the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless the Ancillary Agreement explicitly provides otherwiseBentonville Sublease).