ZimVie Inc. Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022
Separation and Distribution Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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CREDIT AGREEMENT dated as of December 17, 2021 among ZIMVIE INC., as Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent JPMORGAN CHASE BANK,...
Credit Agreement • February 2nd, 2022 • ZimVie Inc. • Dental equipment & supplies • New York

CREDIT AGREEMENT dated as of December 17, 2021 (this “Agreement”), among ZIMVIE INC., a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022
Stockholder and Registration Rights Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement • March 7th, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer Biomet Spine, Inc. d/b/a ZimVie, a Delaware corporation, and ___________________ (“Employee”).

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Dated March / 1 / 2022 Intellectual Property Matters Agreement between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.
Intellectual Property Matters Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

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REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMVIE INC. and ZIMMER, INC.
Manufacturing Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of March 1, 2022 (the “Effective Date”), is by and between ZimVie Inc., a Delaware corporation (“Producer”), and Zimmer, Inc., a Delaware corporation (“Purchaser”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF MARCH 1, 2022
Employee Matters Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is by and between Zimmer Biomet Holdings, Inc. (“Parent”) and Zimmer Biomet Spine, Inc. (“SpinCo”) (each a “Party” and together, the “Parties”), and shall be effective upon the date executed by the Parties.

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ZIMVIE INC. CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 7th, 2022 • ZimVie Inc. • Dental equipment & supplies • Colorado

THIS AGREEMENT, dated as of March 1, 2022, is made by and between ZimVie Inc., a Delaware corporation (the “Company”), and Vafa Jamali (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.

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Dated March / 1 / 2022 TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.
Transitional Trademark License Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto, this “Agreement”), is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This Transition Services Agreement (this “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (“SpinCo”). Parent and SpinCo are each referred to in this Agreement as a “Party,” and together as the “Parties.”

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 7th, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This Indemnification Agreement (the “Agreement”) is made and entered into effective as of [•], 202[•] by and between ZimVie Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

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EQUITY PURCHASE AGREEMENT among ZIMVIE INC., ZEB BUYER, LLC and ZIMMER BIOMET SPINE, INC. (solely for the purposes set forth herein) Dated as of December 15, 2023
Equity Purchase Agreement • December 18th, 2023 • ZimVie Inc. • Dental equipment & supplies • Delaware

EQUITY PURCHASE AGREEMENT, dated as of December 15, 2023 (this “Agreement”), is entered into by and among ZIMVIE INC., a Delaware corporation (“Seller”), ZEB BUYER, LLC, a Delaware limited liability company (“Purchaser”), and ZIMMER BIOMET SPINE, INC., a Delaware corporation (the “Transferred Company”). Certain capitalized terms used in this Agreement are defined in Section 9.06(b).

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TAX MATTERS AGREEMENT DATED AS OF MARCH 1, 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC.
Tax Matters Agreement • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and ZimVie Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMMER, INC. and ZIMVIE INC.
Manufacturing Agreements • March 1st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of March 1, 2022 (the “Effective Date”), is by and between Zimmer, Inc., a Delaware corporation (“Producer”), and ZimVie Inc., a Delaware corporation (“Purchaser”).

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Assignment and Assumption Agreement
Assignment and Assumption Agreement • August 1st, 2024 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated March 29 2024 (the “Effective Date”), is by and between Zimmer Biomet Spine, LLC (“ZBS”), and ZimVie Inc. (“ZimVie”).

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FORM OF TAX MATTERS AGREEMENT DATED AS OF [●], 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC.
Tax Matters Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and ZimVie Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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ZEB Buyer, LLC c/o H.I.G. Capital, LLC
Equity Purchase Agreement • May 8th, 2024 • ZimVie Inc. • Dental equipment & supplies

Reference is made to that certain Equity Purchase Agreement, dated as of December 15, 2023 (as may be amended, restated, supplemented or modified from time to time, the “EPA”), by and among ZIMVIE INC., a Delaware corporation (“Seller”), ZEB BUYER, LLC, a Delaware limited liability company (“Purchaser”), and ZIMMER BIOMET SPINE, LLC, a Delaware limited liability company (formerly ZIMMER BIOMET SPINE, INC., a Delaware corporation) (together with Purchaser and Seller, the “Parties”). Capitalized terms used but not defined in this letter agreement shall have the meaning given to them in the EPA.

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FORM OF REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of [ ], 2022 by and between ZIMVIE INC. and ZIMMER, INC.
Reverse Transition Manufacturing and Supply Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of [ ], 2022 (the “Effective Date”), is by and between ZimVie Inc., a Delaware corporation (“Producer”), and Zimmer, Inc., a Delaware corporation (“Purchaser”).

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