SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Separation and Distribution Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 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.
INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT BY AND AMONG 3M COMPANY 3M INNOVATIVE PROPERTIES COMPANY 3M HEALTHCARE US OPCO LLC AND SOLVENTUM INTELLECTUAL PROPERTIES COMPANY DATED AS OF MARCH 31, 2024License Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of March 31, 2024, is entered into by and between 3M Company and 3M Innovative Properties Company, Delaware Corporations (collectively “Company”), and 3M Healthcare US Opco LLC and Solventum Intellectual Properties Company, Delaware Corporations (collectively “SpinCo”). Company and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Transition Services Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This Employee Matters Agreement (this “Agreement”), dated as of March 31, 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 BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Transition Distribution Services Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement”), dated as of March 31, 2024 (the “Effective Date”), is entered into by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo” and, together with Parent, the “Parties,” and each, individually, a “Party”).
TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY AND SOLVENTUM CORPORATION, SOLVENTUM INTELLECTUAL PROPERTIES COMPANY, 3M HEALTHCARE GERMANY GMBH DATED AS OF MARCH 31, 2024Transitional Trademark Cross License Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT (this “Agreement”), dated as of March 31, 2024 is entered into by and among 3M Company (“3M Company” or “Parent”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, and Solventum Corporation, a Delaware corporation, 3M Healthcare Germany GmbH, a German limited liability company (“SpinCo Germany”), and Solventum Intellectual Properties Company, a Delaware corporation (“SpinCo IPC”) (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M Company, and SpinCo Germany and SpinCo IPC are both wholly owned subsidiaries of Solventum Corporation.
TAX MATTERS AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Tax Matters Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware
This TAX MATTERS AGREEMENT, dated as of March 31, 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”). Each of Parent and SpinCo is herein referred to individually as a “Party” and collectively as the “Parties.”
TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Transition Contract Manufacturing Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
MASTER SUPPLY AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024Master Supply Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
REVERSE MASTER SUPPLY AGREEMENT BY AND BETWEEN SOLVENTUM CORPORATION AND 3M COMPANY DATED AS OF MARCH 31, 2024Reverse Master Supply Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
3M TRADEMARK USE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, SOLVENTUM CORPORATION AND SOLVENTUM INTELLECTUAL PROPERTIES COMPANY DATED AS OF MARCH 31, 20243m Trademark Use Agreement • April 4th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This 3M TRADEMARK USE AGREEMENT (this “Agreement”), dated as of March 31, 2024 is entered into by and among 3M Company (“3M Company”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, and Solventum Corporation, a Delaware corporation, and Solventum Intellectual Properties Company, a Delaware corporation (“SpinCo IPC”) (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M Company, and SpinCo IPC is a wholly owned subsidiary of SpinCo Parent.
