SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Separation and Distribution Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT dated February 27, 2024 (this “Agreement”) is entered into by and among Solventum Corporation, a Delaware corporation (the “Company”), 3M Company, a Delaware corporation (the “Guarantor”), and Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT BY AND AMONG 3M COMPANY 3M INNOVATIVE PROPERTIES COMPANY 3M HEALTHCARE US OPCO LLC AND SOLVENTUM INTELLECTUAL PROPERTIES COMPANY DATED AS OF MARCH 31, 2024License Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of March 31, 2024, is entered into by and between 3M Company and 3M Innovative Properties Company, Delaware Corporations (collectively “Company”), and 3M Healthcare US Opco LLC and Solventum Intellectual Properties Company, Delaware Corporations (collectively “SpinCo”). Company and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Transition Services Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This Employee Matters Agreement (this “Agreement”), dated as of March 31, 2024, is entered into by and between 3M Company (“Parent”), a Delaware corporation, and Solventum Corporation (“SpinCo”), a Delaware corporation.
TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Transition Distribution Services Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement”), dated as of March 31, 2024 (the “Effective Date”), is entered into by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo” and, together with Parent, the “Parties,” and each, individually, a “Party”).
TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY AND SOLVENTUM CORPORATION, SOLVENTUM INTELLECTUAL PROPERTIES COMPANY, 3M HEALTHCARE GERMANY GMBH DATED AS OF MARCH 31, 2024Transitional Trademark Cross License Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT (this “Agreement”), dated as of March 31, 2024 is entered into by and among 3M Company (“3M Company” or “Parent”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, and Solventum Corporation, a Delaware corporation, 3M Healthcare Germany GmbH, a German limited liability company (“SpinCo Germany”), and Solventum Intellectual Properties Company, a Delaware corporation (“SpinCo IPC”) (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M Company, and SpinCo Germany and SpinCo IPC are both wholly owned subsidiaries of Solventum Corporation.
TAX MATTERS AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Tax Matters Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
This TAX MATTERS AGREEMENT, dated as of March 31, 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”). Each of Parent and SpinCo is herein referred to individually as a “Party” and collectively as the “Parties.”
TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Transition Contract Manufacturing Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
MASTER SUPPLY AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Master Supply Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
REVERSE MASTER SUPPLY AGREEMENT BY AND BETWEEN SOLVENTUM CORPORATION AND 3M COMPANY DATED AS OF MARCH 31, 2024Reverse Master Supply Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
3M TRADEMARK USE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, SOLVENTUM CORPORATION AND SOLVENTUM INTELLECTUAL PROPERTIES COMPANY DATED AS OF MARCH 31, 20243m Trademark Use Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This 3M TRADEMARK USE AGREEMENT (this “Agreement”), dated as of March 31, 2024 is entered into by and among 3M Company (“3M Company”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, and Solventum Corporation, a Delaware corporation, and Solventum Intellectual Properties Company, a Delaware corporation (“SpinCo IPC”) (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M Company, and SpinCo IPC is a wholly owned subsidiary of SpinCo Parent.
FORM OF REAL ESTATE LICENSE AGREEMENT BY AND BETWEEN [3M LICENSOR ENTITY] AND DATED AS OFReal Estate License Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
SOLVENTUM CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 27, 2024 to INDENTURE Dated as of February 27, 2024 Relating to $1,000,000,000 of 5.450% Senior Notes due 2027...First Supplemental Indenture • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 27, 2024 (this “First Supplemental Indenture”), between Solventum Corporation (the “Company”), a Delaware corporation, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Base Indenture (as defined below).
U.S. $2,000,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of February 16, 2024 among 3M HEALTH CARE COMPANY as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, BARCLAYS BANK PLC...Credit Agreement • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
3M Health Care Company, a Delaware corporation, the Banks (as defined below) and JPMorgan Chase Bank, N.A., a national banking association, as Agent (as defined below) for the Banks, hereby agree as follows:
RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT BY AND BETWEEN SOLVENTUM CORPORATION AND 3M COMPANY DATED AS OFResearch and Development Master Services Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
DELAYED DRAW TERM LOAN AGREEMENT dated as of February 16, 2024 among 3M HEALTH CARE COMPANY as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BARCLAYS BANK PLC CITIBANK, N.A. DEUSTCHE BANK...Term Loan Agreement • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
3M Health Care Company, a Delaware corporation, the Banks (as defined below) and Bank of America, N.A., a national banking association, as Agent (as defined below) for the Banks, hereby agree as follows:
SOLVENTUM 2024 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Award Agreement • May 17th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
Pursuant to the Solventum 2024 Long-Term Incentive Plan (as amended from time to time, the “Plan”), Solventum Corporation (the “Company”) granted to the participant listed below (“Participant”) the restricted stock units described below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement, any additional terms and conditions for Participant’s country set forth in Appendix A hereto (the “Appendix”) and the Plan. This Restricted Stock Unit Award Agreement and the Appendix are referred to, collectively, as this “Agreement.” The Plan and the Appendix are incorporated into this Restricted Stock Unit Award Agreement by reference.
Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND BETWEEN [3M COMPANY] AND [3M HEALTH CARE COMPANY] DATED AS OFTransition Contract Manufacturing Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus
SOLVENTUM 2024 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 17th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
Pursuant to the Solventum 2024 Long-Term Incentive Plan (as amended from time to time, the “Plan”), Solventum Corporation (the “Company”) granted to the participant listed below (“Participant”) the restricted stock units described below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement, any additional terms and conditions for Participant's country set forth in Appendix A hereto (the “Appendix”) and the Plan. This Restricted Stock Unit Award Agreement and the Appendix are referred to, collectively, as this “Agreement.” The Plan and the Appendix are incorporated into this Restricted Stock Unit Award Agreement by reference.
SOLVENTUM 2024 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • May 17th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
Pursuant to the Solventum 2024 Long-Term Incentive Plan (as amended from time to time, the “Plan”), Solventum Corporation (the “Company”) granted to the participant listed below (“Participant”) the performance shares described below (the “Performance Shares”). The Performance Shares are subject to the terms and conditions set forth in this Performance Share Units Agreement, the vesting provisions set forth in Appendix A hereto (the “Vesting Appendix”), any additional terms and conditions for Participant’s country set forth in Appendix B hereto (the “Global Appendix”) and the Plan. This Performance Share Units Agreement, the Vesting Appendix and the Global Appendix are referred to, collectively, as this “Agreement.” The Plan, the Vesting Appendix and the Global Appendix are incorporated into this Performance Share Units Agreement by reference.
RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT BY AND BETWEEN [SPINCO] AND [3M COMPANY] DATED AS OFMaster Services Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus
Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF [●], 2024Separation and Distribution Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
