TAX MATTERS AGREEMENT BY AND AMONG DUPONT DE NEMOURS, INC., NUTRITION & BIOSCIENCES, INC. AND INTERNATIONAL FLAVOR & FRAGRANCES INC. FEBRUARY 1, 2021Tax Matters Agreement • February 4th, 2021 • International Flavors & Fragrances Inc • Industrial organic chemicals • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into by and among DuPont de Nemours, Inc., a Delaware corporation (“Remainco”), Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”), and International Flavors & Fragrances Inc., a New York corporation (“RMT Partner,” and together with Remainco and Spinco, the “Parties,” and each a “Party”).
AMENDMENT NO. 2 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 4th, 2021 • International Flavors & Fragrances Inc • Industrial organic chemicals
This Amendment No. 2 (this “Second Amendment”) to the Separation and Distribution Agreement, dated as of December 15, 2019 (the “Original SDA”), as amended by that certain Amendment No. 1 to the Separation and Distribution Agreement, dated as of January 22, 2021 (the “Agreement”), is made as of February 1, 2021 by and among DuPont de Nemours, Inc., a Delaware corporation (“Remainco”), Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned Subsidiary of Remainco (“Spinco”), International Flavors & Fragrances Inc., a New York corporation (“RMT Partner”) and Neptune Merger Sub II LLC, a Delaware limited liability company and wholly owned Subsidiary of RMT Partner (“Merger Sub II”). Capitalized terms used in this Second Amendment but not defined herein shall have the meanings given to them in the Agreement.
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • February 4th, 2021 • International Flavors & Fragrances Inc • Industrial organic chemicals • Delaware
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of February 1, 2021 (the “Effective Date”), is entered into by and between Nutrition & Biosciences, Inc., a Delaware corporation (“Spinco”), the Spinco Licensors and the Spinco Licensees, on the one hand, and DuPont de Nemours, Inc., a Delaware corporation (“Remainco”) the Remainco Licensors and the Remainco Licensees, on the other hand (each of Spinco and Remainco, a “Party” and together, the “Parties”).
ContractFirst Supplemental Indenture • February 4th, 2021 • International Flavors & Fragrances Inc • Industrial organic chemicals • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 1, 2021 among Nutrition & Biosciences, Inc., a Delaware corporation (the “Company”), International Flavors & Fragrances Inc. (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
