0001193125-22-014405 Sample Contracts

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF [●], 2022
Separation and Distribution Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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FORM OF STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF [●], 2022
Stockholder and Registration Rights Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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Form of Intellectual Property Matters Agreement
Intellectual Property Matters Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of [●], 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

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FORM OF TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of [ ], 2022 by and between ZIMMER, INC. and ZIMVIE INC.
Manufacturing Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of [ ], 2022 (the “Effective Date”), is by and between Zimmer, Inc., a Delaware corporation (“Producer”), and ZimVie Inc., a Delaware corporation (“Purchaser”).

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FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF , 2022
Employee Matters Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is by and between Zimmer Biomet Holdings, Inc. (“Parent”) and Zimmer Biomet Spine, Inc. (“SpinCo”) (each a “Party” and together, the “Parties”), and shall be effective upon the date executed by the Parties.

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FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.
Transitional Trademark License Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto, this “Agreement”), is made effective as of [●] (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

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FORM OF TRANSITION SERVICES AGREEMENT
Transition Services Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

This Transition Services Agreement (this “Agreement”) is entered into as of [●], 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (“SpinCo”). Parent and SpinCo are each referred to in this Agreement as a “Party,” and together as the “Parties.”

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FORM OF TAX MATTERS AGREEMENT DATED AS OF [●], 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC.
Tax Matters Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and ZimVie Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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FORM OF REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of [ ], 2022 by and between ZIMVIE INC. and ZIMMER, INC.
Reverse Transition Manufacturing and Supply Agreement • January 21st, 2022 • ZimVie Inc. • Dental equipment & supplies • Delaware

THIS REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of [ ], 2022 (the “Effective Date”), is by and between ZimVie Inc., a Delaware corporation (“Producer”), and Zimmer, Inc., a Delaware corporation (“Purchaser”).

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