EMPLOYEE MATTERS AGREEMENT by and between BAUSCH HEALTH COMPANIES INC. and BAUSCH + LOMB CORPORATION Dated as of March 30, 2022Employee Matters Agreement • March 31st, 2022 • Bausch Health Companies Inc. • Pharmaceutical preparations
This EMPLOYEE MATTERS AGREEMENT, dated as of March 30, 2022, is by and between BAUSCH HEALTH COMPANIES INC., a corporation incorporated under the British Columbia Business Corporations Act (“Parent”), and BAUSCH + LOMB CORPORATION, a company incorporated under the laws of Canada (the “Company” or “SpinCo”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. TAX MATTERS AGREEMENT between BAUSCH HEALTH...Tax Matters Agreement • March 31st, 2022 • Bausch Health Companies Inc. • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of March 30, 2022 between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), on behalf of itself and the members of the Parent Group, as defined below, and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo,” and together with Parent, the “Parties”), on behalf of itself and the members of the SpinCo Group, as defined below.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. TRANSITION SERVICES AGREEMENT BY AND BETWEEN...Transition Services Agreement • March 31st, 2022 • Bausch Health Companies Inc. • Pharmaceutical preparations • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. MASTER SEPARATION AGREEMENT BY AND BETWEEN BAUSCH...Master Separation Agreement • March 31st, 2022 • Bausch Health Companies Inc. • Pharmaceutical preparations • Delaware
This MASTER SEPARATION AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • March 31st, 2022 • Bausch Health Companies Inc. • Pharmaceutical preparations • Delaware
This REAL ESTATE MATTERS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND...Intellectual Property Matters Agreement • March 31st, 2022 • Bausch Health Companies Inc. • Pharmaceutical preparations • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is made by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2022 • Bausch Health Companies Inc. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is made by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
