0001193125-17-022649 Sample Contracts

VAREX IMAGING CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This Indemnification Agreement (this “Agreement”) is made as of , by and between Varex Imaging Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Separation and Distribution Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“Varex”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

TRANSITION SERVICES AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Transition Services Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“SpinCo”).

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Employee Matters Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc. a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).

TRADEMARK LICENSE AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Trademark License Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This TRADEMARK LICENSE AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Varian”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).

TAX MATTERS AGREEMENT DATED AS OF JANUARY 27, 2017 BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION
Tax Matters Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of January 27, 2017, by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each a “Company”).

INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Intellectual Property Matters Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Varian”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).

CHANGE IN CONTROL AGREEMENT FOR [INSERT TITLE] CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of the date that the spin-off of Varex Imaging Corporation, a Delaware corporation, (the “Company”) from Varian Medical Systems, Inc. (“Varian”) is completed (the “Effective Date”), by and between the Company1, and , an employee of the Company (“Employee”).

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