DATED AS OFMerger Agreement • November 27th, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • Massachusetts
EXHIBIT 1.1 MINNESOTA MINING AND MANUFACTURING COMPANY Debt Securities Underwriting AgreementUnderwriting Agreement • February 18th, 1998 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • New York
Exhibit 1 MINNESOTA MINING AND MANUFACTURING COMPANY Medium-Term Notes, Series C Distribution AgreementDistribution Agreement • May 4th, 2001 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • New York
ARTICLE IShareholders Agreement • November 27th, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • Massachusetts
EXHIBIT 99.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made and entered into as of November 13, 2000, by and between MicroTouch Systems, Inc., a Massachusetts corporation (the "Issuer") and Minnesota Mining and Manufacturing Company, a...Stock Option Agreement • November 27th, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • Massachusetts
AMENDEDAgreement and Plan of Merger • February 6th, 2004 • 3m Co • Converted paper & paperboard prods (no contaners/boxes) • Minnesota
3M COMPANY Medium-Term Notes, Series DDistribution Agreement • December 15th, 2003 • 3m Co • Converted paper & paperboard prods (no contaners/boxes) • New York
TO TRUSTEE INDENTUREIndenture • October 30th, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of November 21, 2002, by and among 3M COMPANY, a Delaware corporation (the "Company"), and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER &...Registration Rights Agreement • February 14th, 2003 • 3m Co • Converted paper & paperboard prods (no contaners/boxes) • New York
EMPLOYMENT AGREEMENT between Minnesota Mining and Manufacturing Company and W. James McNerney, Jr.Employment Agreement • February 20th, 2001 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Separation and Distribution Agreement • April 4th, 2024 • 3m Co • 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.
Exhibit 1.1 MINNESOTA MINING AND MANUFACTURING COMPANY Debt Securities UNDERWRITING AGREEMENT To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto. Dear Sirs: Minnesota Mining and Manufacturing Company, a...Underwriting Agreement • October 30th, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • New York
EXHIBIT 2.1 ASSETS PURCHASE AGREEMENT ASSETS PURCHASE AGREEMENT, dated as of May 19, 2000, by and between StreamWorks International, Inc., a Washington corporation (the "Seller"), and Minnesota Mining and Manufacturing Company, a Delaware corporation...Assets Purchase Agreement • July 31st, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
DATED AS OFMerger Agreement • October 12th, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • Indiana
Underwriting AgreementUnderwriting Agreement • August 26th, 2019 • 3m Co • Surgical & medical instruments & apparatus • New York
3M Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 1.750% Notes due 2023 (the “2023 Notes”), an aggregate of $750,000,000 principal amount of 2.000% Notes due 2025 (the “2025 Notes”), an aggregate of $1,000,000,000 principal amount of 2.375% Notes due 2029 (the “2029 Notes”) and an aggregate of $1,000,000,000 principal amount of 3.250% Notes due 2049 (the “2049 Notes” and, collectively with the 2023 Notes, the 2025 Notes and the 2029 Notes, the “Securities”).
RECITALSVoting and Stock Option Agreement • October 12th, 2000 • Minnesota Mining & Manufacturing Co • Abrasive, asbestos & misc nonmetallic mineral prods • Indiana
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, 2024Intellectual Property Cross License Agreement • April 4th, 2024 • 3m Co • 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 • 3m Co • Surgical & medical instruments & apparatus
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement • April 4th, 2024 • 3m Co • 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 • 3m Co • 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 • 3m Co • 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”).
TAX MATTERS AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Tax Matters Agreement • April 4th, 2024 • 3m Co • 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.”
Exhibit 2.1 PLAN OF REORGANIZATION AND ASSET PURCHASE AGREEMENT --------------------------------------------------- THIS PLAN OF REORGANIZATION AND ASSET PURCHASE AGREEMENT, is made and entered into as of June 14, 2002, by and among Emulsion...Plan of Reorganization and Asset Purchase Agreement • August 15th, 2002 • 3m Co • Converted paper & paperboard prods (no contaners/boxes) • Ohio
MASTER SUPPLY AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Master Supply Agreement • April 4th, 2024 • 3m Co • Surgical & medical instruments & apparatus
3M COMPANY $500,000,000 2.650% Notes due 2025 $600,000,000 3.050% Notes due 2030 $650,000,000 3.700% Notes due 2050 Underwriting AgreementUnderwriting Agreement • March 27th, 2020 • 3m Co • Surgical & medical instruments & apparatus • New York
3M Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 2.650% Notes due 2025 (the “2025 Notes”), an aggregate of $600,000,000 principal amount of its 3.050% Notes due 2030 (the “2030 Notes”) and an aggregate of $650,000,000 principal amount of its 3.700% Notes due 2050 (the “2050 Notes” and, collectively with the 2025 Notes and the 2030 Notes, the “Securities”).
AGREEMENT AND PLAN OF MERGER AMONG 3M COMPANY, CARRERA ACQUISITION CORPORATION and CUNO INCORPORATED Dated as of May 11, 2005Merger Agreement • May 16th, 2005 • 3m Co • Converted paper & paperboard prods (no contaners/boxes) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 11, 2005, among 3M Company, a Delaware corporation (“Parent”), Carrera Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and CUNO Incorporated, a Delaware corporation (the “Company”).
U.S. $150,000,000 LETTER OF CREDIT AGREEMENT Dated as of August 23, 2013 Among 3M COMPANY, as Borrower, HSBC BANK USA, NATIONAL ASSOCIATION, as BankLetter of Credit Agreement • August 27th, 2013 • 3m Co • Surgical & medical instruments & apparatus • New York
3M Company, a Delaware corporation, and HSBC Bank USA, National Association, a national banking association, hereby agree as follows:
U.S. $3,750,000,000 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dated as of March 9, 2016 Among 3M COMPANY as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, DEUTSCHE BANK SECURITIES INC. and...Five Year Credit Agreement • March 11th, 2016 • 3m Co • Surgical & medical instruments & apparatus • New York
3M Company, a Delaware corporation, the Banks, as defined below, and JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent for the Banks, hereby agree as follows:
3M COMPANY Medium-Term Notes, Series F Second Amended and Restated Distribution AgreementDistribution Agreement • May 19th, 2016 • 3m Co • Surgical & medical instruments & apparatus • New York
3M Company, a Delaware corporation (the “Company”), proposes to issue and sell from time to time its Medium-Term Notes, Series F (the “Securities”) in an aggregate amount up to $18,000,000,000 and agrees with each of you (individually, an “Agent”, and collectively, the “Agents”) as set forth in this Second Amended and Restated Distribution Agreement (this “Agreement”). An aggregate principal amount of $8,204,156,000 of Securities were issued prior to the date of this Agreement and are currently outstanding.
REVERSE MASTER SUPPLY AGREEMENT BY AND BETWEEN SOLVENTUM CORPORATION AND 3M COMPANY DATED AS OF MARCH 31, 2024Reverse Master Supply Agreement • April 4th, 2024 • 3m Co • Surgical & medical instruments & apparatus
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION and NEOGEN CORPORATION December 13, 2021Separation and Distribution Agreement • December 16th, 2021 • 3m Co • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 13, 2021 (this “Agreement”), is by and among 3M Company, a Delaware corporation (the “Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”) and Neogen Corporation, a Michigan corporation (“Parent”). Certain terms used in this Agreement are defined in Section 1.1.
3M COMPANY PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 4th, 2021 • 3m Co • Surgical & medical instruments & apparatus • Delaware
Pursuant to the 3M Company 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”), 3M Company (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 Award 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 Award 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 Award Agreement by reference.
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • September 10th, 2010 • 3m Co • Surgical & medical instruments & apparatus • Minnesota
In connection with a potential transaction (“Proposed Transaction”) between 3M Company (“Interested Party” or “Receiving Party”), and Cogent, Inc., a Delaware corporation (“Company” or “Disclosing Party”), the parties wish to protect and preserve the confidential and/or proprietary nature of certain information and materials of the Company that may be disclosed or made available to the Interested Party or its Representatives (as defined below) in connection with certain discussions, negotiations or dealings between the parties relating to the Proposed Transaction.
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 • February 27th, 2024 • 3m Co • 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).
3M COMPANY 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 8th, 2023 • 3m Co • Surgical & medical instruments & apparatus • Delaware
Pursuant to the 3M Company 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”), 3M Company (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.
