FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022Separation and Distribution Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2022 (this “Agreement”), is by and between Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF DISTRIBUTION AGREEMENT1Distribution Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Delaware
WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, the Parties contemplate that during the Term (as defined herein), Distributor will be appointed as a distributor of Supplier to support certain commercial operations of the SpinCo Business as it relates to the Products (as defined herein) in each Territory until (i) Governmental Approvals required to distribute the Products in such Territory are obtained and order-to-cash processes and other services of the SpinCo Business for such Territory are migrated to an alternative commercial arrangement between the Parties, or (ii) the services of the SpinCo Business for such Territory are transitioned to a third-party distributor or to an independent infrastructure of Supplier, in each case in accordance with the terms and conditions set forth herein (the “Purpose”).
FORM OF LEASE AGREEMENTLease Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Nebraska
THIS LEASE AGREEMENT (this “Lease”), dated as of [_______], 2022 (the “Commencement Date”), is made by and between Becton Dickinson Infusion Therapy Inc., a Delaware corporation (“Landlord”) and wholly-owned subsidiary of Becton, Dickinson and Company (“BD”), having an address at 1 Becton Drive, Franklin Lakes, NJ 07417, and Embecta Corp., a Delaware corporation (“Tenant”) having an address at 1 Becton Drive, Franklin Lakes, NJ 07417. For mutual consideration, Landlord and Tenant hereby enter into this Lease on the terms and conditions set forth herein.
FORM OF CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Delaware
This Contract Manufacturing Agreement (this “Agreement”) is made and entered into as of [•], 2022 (the “Effective Date”) by and between Becton, Dickinson and Company, a New Jersey corporation (“BD”), and Embecta Corp., a Delaware corporation (“SpinCo”). Parent and SpinCo are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF EMBECTA CORP. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLANExecutive Severance and Change in Control Plan • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • New Jersey
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [•], 2022Employee Matters Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus
This EMPLOYEE MATTERS AGREEMENT, dated as of [•], 2022 (this “Agreement”), is by and between Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo”).
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022Intellectual Property Matters Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is by and between Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties” and each, a “Party”).
FORM OF TAX MATTERS AGREEMENT by and between BECTON, DICKINSON AND COMPANY and EMBECTA CORP. Dated as of [•], 2022Tax Matters Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [•] by and between Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo,” and together with Parent, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN BECTON, DICKINSON AND COMPANY AND EMBECTA CORP. DATED AS OF [ ], 2022Transition Services Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [ ], 2022 (this “Agreement”), is by and between Becton Dickinson and Company, a New Jersey corporation (“Parent”), and Embecta Corp., a Delaware corporation (“SpinCo”).
LOGISTICS SERVICES AGREEMENTLogistics Services Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • Delaware
Service Recipient and Service Provider may each be referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF CANNULA SUPPLY AGREEMENTCannula Supply Agreement • February 3rd, 2022 • Embecta Corp. • Surgical & medical instruments & apparatus • New York
This CANNULA SUPPLY AGREEMENT (together with the Exhibits hereto, this “Agreement”), is made and entered into as of [•] (the “Effective Date”), by and between BECTON, DICKINSON AND COMPANY, a corporation organized under the laws of New Jersey, with a place of business at 1 Becton Drive, Franklin Lakes, New Jersey 07417 (“Parent”), and EMBECTA CORP., a corporation organized under the laws of Delaware, with a place of business at 1 Becton Drive, Franklin Lakes, New Jersey 07417 (“SpinCo”) (each of Parent and SpinCo individually referred to as a “Party” and collectively referred to as the “Parties”).
