0001628279-24-000036 Sample Contracts

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Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT
Stockholder and Registration Rights Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus • Delaware

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”).

Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 EMPLOYEE MATTERS AGREEMENT by and between 3M COMPANY and SOLVENTUM CORPORATION dated as of
Employee Matters Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus

This Employee Matters Agreement (this “Agreement”), dated as of , 2024, is entered into by and between 3M Company (“Parent”), a Delaware corporation, and Solventum Corporation (“SpinCo”), a Delaware corporation.

TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND AMONG 3M COMPANY AND [3M HEALTH CARE COMPANY] DATED AS OF [●]
Transition Distribution Services Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus

This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement”), dated as of [●] (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (“Parent”), and [3M Health Care Company], a Delaware corporation (“SpinCo” and, together with Parent, the “Parties,” and each, individually, a “Party”).

Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 FORM OF REAL ESTATE LICENSE AGREEMENT BY AND BETWEEN [3M LICENSOR ENTITY] AND DATED AS OF
Real Estate License Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus

NOTE: It is the intent of the Parties that the floorplans attached hereto shall be materially consistent with the past practice of Licensee’s business within the Building. The floorplans attached at the time of signing may be preliminary and/or subject to change. The Parties agree to execute a confirmatory amendment formalizing any changes promptly upon signing of the SDA. To the extent that the Licensee seeks to expand its use of space within the Building beyond the scope of past use, the Licensee Fee and floorplan should be updated accordingly.

RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT BY AND BETWEEN [SPINCO] AND [3M COMPANY] DATED AS OF
Master Services Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus
Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF [●], 2024
Separation and Distribution Agreement • January 26th, 2024 • 3M Health Care Co • Surgical & medical instruments & apparatus • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, 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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