1 EXHIBIT 10(b) DISTRIBUTION AGREEMENT Agreement ("Agreement") made and entered into as of this first (9th) day of August, 1996 by and between Merck KGaA, a corporation with general partners, with principal office located at Frankfurter Strasse 250,...Distribution Agreement • October 18th, 1996 • Neogen Corp • In vitro & in vivo diagnostic substances • New York
LEASE AGREEMENT STATE OF FLORIDA ) COUNTY OF HILLSBOROUGH ) THIS LEASE AGREEMENT, made and entered into as of this the ________ day of _____________, 1998, between Connecticut General Life Insurance Company, on behalf of its Separate Account R,...Lease Agreement • August 21st, 1998 • Neogen Corp • In vitro & in vivo diagnostic substances • Florida
CONFIDENTIALDistribution Agreement • August 21st, 1997 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
EXHIBIT 1 NEOGEN CORPORATION 1,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 1996 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
betweenStock Purchase Agreement • April 14th, 2000 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware
Exhibit 99.2Stock Option Agreement • October 30th, 1998 • Neogen Corp • In vitro & in vivo diagnostic substances
RecitalsAsset Purchase Agreement • August 27th, 1999 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
LEASE BY AND BETWEEN MERRITT-038, LLC, LANDLORD and ACUMEDIA MANUFACTURERS, INC., TENANT TABLE OF CONTENT 1. Payment of Rental............................... 2 2. Use............................................. 2 3....Lease Agreement • August 14th, 2000 • Neogen Corp • In vitro & in vivo diagnostic substances
BY AND AMONG VYSIS, INC.,Asset Purchase Agreement • October 12th, 2001 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
March ___, 1998 Mr. James L. Herbert, President Neogen Corporation 620 Lesher Place Lansing, Michigan 48912 Dear Jim: We are pleased to confirm that Comerica Bank (the "Bank") is willing to provide the Loans, as defined herein, to Neogen Corporation...Loan Agreement • August 21st, 1998 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
W I T N E S S E T HDistributorship Agreement • August 21st, 1997 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
GRAPHIC OMITTED] Credit Authorization Agreement NBD Bank (the "Bank"), whose address is 611 Woodward Avenue, Detroit, Michigan 48226-3947, has approved the credit facilities listed below (collectively, the "Credit Facilities," and individually, as...Credit Authorization Agreement • August 21st, 1998 • Neogen Corp • In vitro & in vivo diagnostic substances
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2016 between NEOGEN CORPORATION and JPMORGAN CHASE BANK, N.A.Credit Agreement • December 6th, 2016 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2016 (as it may be amended or modified from time to time, this “Agreement”), among NEOGEN CORPORATION, a Michigan corporation, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender.
Promise to Pay. On or before August 20, 2013, for value received, Neogen Corporation, a Michigan corporation (the “Borrower”) promises to pay to JPMorgan Chase Bank, N.A. (the “Bank”), acting through its Lansing Business Banking LPO, whose address is...Line of Credit Note • July 30th, 2012 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
Variable Interest Rate. The interest rate on this Note is subject to change from time to time based on changes in an index which is the LIBOR Rate (the “Index”). “LIBOR Rate” shall mean the offered rate for U.S. Dollar deposits of not less than $1,000,000.00 for a period of time equal to each Interest Period as of 11:00 A.M. City of London, England time two London Business Days prior to the first date of each Interest Period of this Note as shown on the display designated as “British Bankers Assoc. Interest Settlement Rates” on the Reuters Screen (“Reuters”) LIBOR01 Page, or such other page or pages as may replace such pages on Reuters for the purpose of displaying such rate. Provided, however, that if such rate is not available on Reuters then such offered rate shall be otherwise independently determined by the Bank from an alternate, substantially similar independent source available to the Bank or shall be calculated by the Bank by a substantially similar methodology as that thereto
LOAN AGREEMENTLoan Agreement • December 21st, 2005 • Neogen Corp • In vitro & in vivo diagnostic substances
This LOAN AGREEMENT dated as of December 16, 2005 (the “Agreement”), is executed by and between NEOGEN CORPORATION, a Michigan corporation (the “Borrower”), which has its chief executive office located at 620 Lesher Place, Lansing, Michigan 48912, and LASALLE BANK MIDWEST NATIONAL ASSOCIATION, a national banking association (the “Bank”), whose address is 124 West Allegan Street, P.O. Box 40766, Lansing, Michigan 48901-7966.
CREDIT AGREEMENT among GARDEN SPINCO CORPORATION,Credit Agreement • July 27th, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • New York
CREDIT AGREEMENT, dated as of June 30, 2022 (this “Agreement”), among GARDEN SPINCO CORPORATION, a Delaware corporation (the “Company”), after the Merger Effective Time (as defined herein) and subject to Section 2.29 hereof, NEOGEN CORPORATION, a Michigan corporation, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
TAX MATTERS AGREEMENT by and amongTax Matters Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 1, 2022, by and among 3M Company, a Delaware corporation (“Viking”), Garden SpinCo Corporation, a Delaware corporation and a wholly owned subsidiary of Viking (“SpinCo”) (Viking and SpinCo are sometimes individually referred to herein as a “Company”), and Neogen Corporation, a Michigan corporation (“Parent”). Each of Viking, SpinCo, and Parent are herein referred to individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 30th, 2012 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 2, 2011 but effective as of August 31, 2011 upon the satisfaction of the conditions in Article 4 (this “Amendment”), is by and between NEOGEN CORPORATION, a Michigan corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (the “Bank”), acting through its Lansing Business Banking LPO.
TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO COROPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022Transition Distribution Services Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware
This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement” or “TDSA”), dated as of September 1, 2022 (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (the “Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).
TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022Transition Contract Manufacturing Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware
This TRANSITION CONTRACT MANUFACTURING AGREEMENT (this “Agreement” or “TCMA”), dated as of September 1, 2022, (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (“Supplier”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Customer” and, together with Supplier, the “Parties” and each, individually, a “Party”).
TRANSITION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022Transition Services Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement” or “TSA”), dated as of September 1, 2022 (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (“Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).
TRANSITIONAL TRADEMARK LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, NEOGEN CORPORATION AND GARDEN SPINCO CORPORATION DATED AS OF SEPTEMBER 1, 2022Transitional Trademark License Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of September 1, 2022 is entered into by and among 3M Company (“Company”) and 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, on the one hand, and Garden SpinCo Corporation, a Delaware corporation (“SpinCo”) and Neogen Corporation, a Michigan corporation (“Buyer”), on the other hand (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M.
DISTRIBUTION AGREEMENTDistribution Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 14th, 2004 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
This STOCK PURCHASE AGREEMENT is made on November 21, 2003 between Neogen Corporation, a Michigan corporation whose address is 620 Lesher Place, Lansing, Michigan 48912 (“Buyer”), and United Agri Products, Inc., a Delaware corporation whose address is 7251 West 4th Street, Greeley, Colorado 80634 (“Seller”) (“Agreement”).
AMENDMENT AGREEMENT Amendment No. 4 to Loan Agreement Amendment to Amended and Restated Promissory NoteLoan Agreement • January 5th, 2010 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
This AMENDMENT AGREEMENT dated as of August 31, 2009 (the “Amendment”), is executed by and between NEOGEN CORPORATION, a Michigan corporation (the “Borrower”) and BANK OF AMERICA, N.A., successor by merger to LaSalle Bank Midwest National Association, a national banking association (the “Bank”).
SENIOR NOTES INDENTURE Dated as of July 20, 2022 Among GARDEN SPINCO CORPORATION as Issuer THE GUARANTORS PARTY HERETO FROM TIME TO TIME and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee 8.625% SENIOR NOTES DUE 2030Senior Notes Indenture • July 27th, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • New York
SENIOR NOTES INDENTURE, dated as of July 20, 2022, among Garden SpinCo Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined below) party hereto from time to time, and U.S. Bank Trust Company, National Association, as Trustee.
ContractSupplemental Indenture • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 1, 2022, among each of the signatories hereto as a guarantor (the “Guaranteeing Entities”), Neogen Food Safety Corporation, a Delaware corporation, formerly known as Garden SpinCo Corporation (the “Issuer”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
CONFIDENTIAL AGREEMENT FOR THE SALE AND PURCHASE OF UCB’S FOOD DIAGNOSTIC BUSINESSAgreement for the Sale and Purchase of Ucb’s Food Diagnostic Business • August 15th, 2005 • Neogen Corp • In vitro & in vivo diagnostic substances • New York
WHEREAS, the SELLER has agreed to sell and the BUYER has agreed to purchase the FD Business (by way of acquisition the Business Assets and the assumption of the Business Liabilities) as a going concern on and subject to the terms and conditions of this Agreement.
Re: Severance Dear [•]:Severance Agreement • October 31st, 2023 • Neogen Corp • In vitro & in vivo diagnostic substances
On behalf of Neogen Corporation (the “Company”), this letter agreement (the “Agreement”) details your severance terms. Please return a signed version of this letter on or before [DATE]. The terms of this Agreement are:
NEOGEN CORPORATION RETENTION BONUS AWARD AGREEMENTRetention Bonus Award Agreement • July 30th, 2024 • Neogen Corp • In vitro & in vivo diagnostic substances
THIS AWARD AGREEMENT, dated as of October 26, 2023 (the “Grant Date”), is entered into by and between Neogen Corporation, a Michigan corporation (the “Company”), and David H. Naemura (the “Participant”). Capitalized terms have the meaning defined herein or as defined in the Plan, as applicable.
AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances
This Amendment No. 1 (this “Amendment”), dated as of August 31, 2022, to the Separation and Distribution Agreement, dated as of December 13, 2021 (as amended, restated, modified or supplemented from time to time, the “Separation Agreement”), by and among 3M Company, a Delaware corporation (the “Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent”), is entered into by and among the Company, SpinCo and Parent.
AMENDMENT TO LOAN AGREEMENTLoan Agreement • January 9th, 2009 • Neogen Corp • In vitro & in vivo diagnostic substances
This Amendment (the “Amendment”) dated as of December , 2008, is between Bank of America, N.A. (the “Bank”) and Neogen Corporation, a corporation organized under the laws of the State of Michigan (the “Borrower”).
Asset Purchase AgreementAsset Purchase Agreement • August 29th, 2007 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
This Asset Purchase Agreement is made on August , 2007 between Neogen Corporation, a Michigan corporation whose address is 620 Lesher Place, Lansing, Michigan 48912 (“Buyer”), Kane Enterprises, Inc., a South Dakota corporation (“Seller”) whose address is 1117 Ash Street, Brandon, South Dakota 57005, and G. Kevin and Robyn A. Kane, husband and wife, South Dakota residents whose business address is 1117 Ash Street, Brandon, South Dakota 57005 (individually “Kane” and collectively, “Kanes”) (“Agreement”).
August 25, 1997 Mr. Carrell Eakle Eakle, Current & Company 315 Romany Road Lexington, KY 40502 Dear Carrell: Neogen Corporation hereby accepts the changes listed below to the lease dated May 19, 1993 by and between Carrell Eakle and Neogen...Lease Agreement • August 21st, 1998 • Neogen Corp • In vitro & in vivo diagnostic substances
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 6th, 2018 • Neogen Corp • In vitro & in vivo diagnostic substances • Michigan
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 30, 2018 (this “Amendment”), is by and between NEOGEN CORPORATION, a Michigan corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (the “Lender”).
